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GGL Resources Corp. Interim / Quarterly Report 2021

Jul 30, 2021

43687_rns_2021-07-29_41ced70f-0249-45e2-98d9-af2b2ea1000d.pdf

Interim / Quarterly Report

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Condensed Interim Consolidated Financial Statements

For the six months ended

May 31, 2021 Unaudited – Prepared by Management (Expressed in Canadian Dollars)

NOTICE OF NO AUDITOR REVIEW OF

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

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

The accompanying unaudited condensed interim consolidated financial statements of the Company have been prepared by and are the responsibility of the Company’s management.

GGL Resources Corp.

Condensed Interim Consolidated Statements of Financial Position Unaudited – Prepared by Management

As at May 31, 2021 and November 30, 2020

May 31, November 30,
2021 2020
Note $ $
Assets
Current assets
Cash and cash equivalents 3 1,205,618 2,227,795
Receivables and prepayments 4 34,110 44,693
Marketable securities 5 1 1
1,239,729 2,272,489
Non-current assets
Mineral property interests 6 3,384,770 2,462,014
Reclamation and other deposits 7 100,663 83,147
Property and equipment 8 15,866 17,628
Total assets 4,741,028 4,835,278
Liabilities and shareholders' equity
Current liabilities
Accounts payable and accrued liabilities 9,206 129,013
Accounts payable to related parties 11 155,150 45,882
Flow-throughpremium liability 15 2,745 2,745
167,101 177,640
Non-current liabilities
Bank loan 16 60,000 40,000
Total liabilities 227,101 217,640
Shareholders' equity
Share capital 9 40,373,372 40,349,872
Contributed surplus 9 340,511 270,469
Deficit (36,199,956) (36,002,703)
Total shareholders' equity 4,513,927 4,617,638
Total liabilities and shareholders' equity 4,741,028 4,835,278
Nature of operations and going concern 1
Commitment 15
Subsequent event 17

Approved on behalf of the Board of Directors on July 29, 2021:

“W. Douglas Eaton”

Director

“David Kelsch”

Director

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

3

GGL Resources Corp.

Condensed Interim Consolidated Statements of Changes in Shareholders’ Equity Unaudited – Prepared by Management

For the six months ended May 31, 2021 and May 31, 2020

Total
Number of Contributed Commitment to Shareholders'
shares
Share capital
surplus issue shares Deficit equity
#
$
$ $ $ $
December 1, 2019 26,784,449 37,784,747 226,488 40,182 (35,718,533) 2,332,884
Private placement shares issued 2,000,000 100,000 - - - 100,000
Share issue costs - (4,584) - - - (4,584)
Shares issued for services 502,273 40,182 - (40,182) - -
Re-allocated on cancellation of options - - (17,993) - 17,993 -
Loss and comprehensivelossforthe period - - - - (99,067) (99,067)
May31,2020 29,286,722 37,920,345 208,495 - (35,799,607) 2,329,233
December 1, 2020 44,946,190 40,349,872 270,469 - (36,002,703) 4,617,638
Exercise of warrants 150,000 22,500 - - - 22,500
Re-allocated on exercise of warrants - 1,000 (1,000) - - -
Share-based payments - - 71,042 - - 71,042
Loss and comprehensivelossforthe period - - - - (197,253) (197,253)
May 31, 2021 45,096,190 40,373,372 340,511 - **(36,199,956) ** 4,513,927

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

4

GGL Resources Corp.

Condensed Interim Consolidated Statements of Loss and Comprehensive Loss Unaudited – Prepared by Management

For the three and six months ended May 31, 2021 and May 31, 2020

Three months Three months ended Six months ended
May 31, May 31, May 31, May 31,
2021 2020 2021 2020
Note $ $ $ $
Expenses
Depreciation 8
881 1,102 1,762 2,204
General administrative expenses 8,877 4,118 10,311 6,676
Insurance 6,342 4,847 12,625 9,694
Investor relations and shareholder information 9,362 2,859 14,139 5,660
Management, administrative and corporate development fees 11
16,750 10,310 32,661 33,103
Office rent 11
4,500 4,500 9,000 9,000
Professional fees 11
19,511 10,142 31,211 19,769
Property examination costs 3,680 525 5,817 525
Share-based payments 9,11
24,938
- 71,042
-
Transferagentandfilingfees 2,974 2,621 12,913 8,898
Loss from operating expenses (97,815) (41,024) (201,481) (95,529)
Interest income 3,718 390 5,413 1,302
Write-offof mineralpropertyinterests 6
(1,185) (20) (1,185) (4,840)
Loss and comprehensive loss for theperiod (95,282) (40,654) (197,253) (99,067)
Loss per share
Weighted average number of common shares outstanding
- basic # 10
45,096,190 27,368,267 45,043,443 27,638,370
- diluted # 10
45,096,190 27,368,267 45,043,443 27,638,370
Basic loss per share $ 10
(0.00) (0.00) (0.00) (0.00)
Diluted lossper share$ 10
(0.00) (0.00) (0.00) (0.00)

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

5

GGL Resources Corp.

Condensed Interim Consolidated Statements of Cash Flows Unaudited – Prepared by Management

For the six months ended May 31, 2021 and May 31, 2020

May 31, May 31,
2021 2020
Note $ $
Operating activities
Loss for theperiod (197,253) (99,067)
Adjustments for:
Depreciation 1,762 2,204
Share-basedpayments 71,042 -
Write-off of mineralpropertyinterests 1,185 4,840
Net changein non-cash working capital items 13 (34,980) (29,797)
(158,244) (121,820)
Financing activities
Proceeds from Government loan 20,000 -
Issue ofsharesforcash 22,500 100,000
42,500 100,000
Investing activities
Deposit on refundable drilling permit (17,516) -
Mineralpropertyacquisition costs (56,099) -
Deferred explorationand evaluationexpenditures (832,818) (46,391)
(906,433) (46,391)
Decrease in cash and cash equivalents (1,022,177) (68,211)
Cash and cash equivalents, beginning of period 2,227,795 207,016
Cash and cash equivalents, end ofperiod 1,205,618 138,805

Supplemental cash flow information 13

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

6

GGL Resources Corp. Notes to the Condensed Interim Consolidated Financial Statements Unaudited – Prepared by Management

For the six months ended May 31, 2021 and May 31, 2020

1. Nature of operations and going concern

GGL Resources Corp. (the “Company”) was incorporated in British Columbia on May 25, 1981 under the provisions of the British Columbia Company Act and is registered extra-territorially to conduct operations in the Northwest Territories and Nunavut, Canada. The Company also has a US incorporated subsidiary company as detailed in Note 6. The Company’s head office is located at 1016 - 510 West Hastings Street, Vancouver, BC, V6B 1L8. The Company’s registered and records address is 1710 - 1177 West Hastings Street, Vancouver, BC, V6E 2L3, Canada. The Company is listed on the TSX Venture Exchange (the “Exchange”) under the symbol “GGL”.

The Company’s principal business activity is the acquisition, exploration, and evaluation of mineral properties. The Company is in the process of exploring its mineral property interests and has not yet determined whether they contain mineral reserves that are economically recoverable. The Company's continuing operations and the underlying value and recoverability of the amounts shown for mineral property interests are entirely dependent upon the existence of economically recoverable mineral reserves, the ability of the Company to obtain the necessary financing to complete the exploration and development of the mineral property interests, obtaining the necessary permits to mine, and on future profitable production or proceeds from the disposition or option of the mineral property interests. The carrying amounts of mineral property interests are based on costs incurred to date, less impairments, and do not necessarily represent present or future values.

In March 2020, the World Health Organization declared coronavirus COVID-19 a global pandemic. This contagious disease outbreak, which has continued to spread, and any related adverse public health developments, has adversely affected workforces, economies, and financial markets globally, potentially leading to an economic downturn. It is not possible for the Company to predict the duration or magnitude of the adverse results of the outbreak and its effects on the Company’s ability to raise capital or conduct exploration activities. There are various community travel restrictions and health and safety concerns in all areas in which the Company operates, including the Northwest Territories, Nunavut, British Columbia, and Nevada, USA that may prohibit or delay exploration programs from proceeding. Operations will depend on obtaining necessary field supplies, obtaining contractor services, and safeguarding all personnel during the outbreak, which may be prohibitive or too costly. Various Government wage and loan subsidies are available to qualified companies to assist them with operating costs during the pandemic. To the date of these condensed interim consolidated financial statements (the “financial statements”), the Company has received assistance in the form of a $60,000 government-guaranteed bank loan, of which $20,000 was received during the six months ended May 31, 2021 (Note 16).

These financial statements are prepared on the basis that the Company will continue as a going concern, which assumes that the Company will be able to 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 operations. As an exploration stage company, the Company does not have traditional sources of revenue, and historically has relied on property option or sale proceeds, loans and share capital financing to cover its operating expenses.

As at May 31, 2021, the Company had working capital of $1,072,628 (November 30, 2020 - $2,094,849) and shareholders’ equity of $4,513,927 (November 30, 2020 - $4,617,638). Management has assessed that the Company’s working capital is sufficient for the Company to continue as a going concern beyond one year. If the going concern assumption were not appropriate for these financial statements, it could be necessary to restate the Company’s assets and liabilities on a liquidation basis.

7

GGL Resources Corp.

Notes to the Condensed Interim Consolidated Financial Statements Unaudited – Prepared by Management

For the six months ended May 31, 2021 and May 31, 2020

2. Significant accounting policies

(a) Basis of presentation

These financial statements have been prepared in conformity with International Accounting Standard (“IAS”) 34, Interim Financial Reporting, using the same accounting policies as detailed in the Company‘s annual audited financial statements for the year ended November 30, 2020, and do not include all the information required for full annual financial statements in accordance with International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board ("IASB") and interpretations of the International Financial Reporting Interpretations Committee ("IFRIC"). It is suggested that these financial statements be read in conjunction with the annual audited financial statements.

These financial statements have been prepared on an historical cost basis, except for financial instruments measured at fair value. In addition, these financial statements have been prepared using the accrual basis of accounting, except for cash flow information.

All amounts in these financial statements are presented in Canadian dollars which is the functional currency of the Company and its wholly-owned subsidiary (Note 6).

(b) Principles of consolidation

These financial statements include the financial statements of the Company and its wholly-owned subsidiary, Pointer Inc. (Note 6).

Subsidiaries are entities controlled by the Company and are included in the consolidated financial statements from the date that control commences until the date that control ceases. The accounting policies of subsidiaries are changed where necessary to align them with the policies adopted by the Company.

Associates are those entities in which the Company has significant influence, but not control over the financial and operating policies. Significant influence is presumed to exist when the Company holds between 20 and 50 percent of the voting power of another entity. Investments in associates are accounted for using the equity method (equity accounted investees) and are recognized initially at cost. When applicable, the financial statements include the Company’s share of the income and expenses and equity movements of equity accounted investees, after adjustments to align the accounting policies with those of the Company from the date that significant influence or joint control commences, until the date that significant influence or joint control ceases. When the Company’s share of losses exceeds its interest in an equity accounted investee, the carrying amount of that interest, including any long-term investments, is reduced to nil, and the recognition of further losses is discontinued, except to the extent that the Company has an obligation, or has made payments on behalf of the investee. The Company has no associates requiring equity accounting.

A jointly controlled operation is a joint venture carried on by each venturer using its own assets in pursuit of the joint operations. When applicable, the financial statements include the assets that the Company controls and the liabilities that it incurs in the course of pursuing the joint operation and its share of any revenues and expenses from the joint operation.

Inter-company balances and transactions, and any unrealized income and expenses arising from inter-company transactions, are eliminated in preparing these financial statements. Unrealized gains arising from transactions with equity accounted investees are eliminated against the investment, to the extent of the Company’s interest in the investee. Unrealized losses are eliminated in the same way as unrealized gains, but only to the extent that there is no evidence of impairment.

(c) Significant accounting policies

The accounting policies, estimates and critical judgments, methods of computation and presentation applied in these financial statements are consistent with those of the most recent annual audited financial statements. Accordingly, these financial statements should be read in conjunction with the Company’s most recent annual audited financial statements.

8

Notes to the Condensed Interim Consolidated Financial Statements Unaudited – Prepared by Management

GGL Resources Corp.

For the six months ended May 31, 2021 and May 31, 2020

3. Cash and cash equivalents

Cash and cash equivalents consist of the following:

Cash and cash equivalents
Cash and cash equivalents consist of the following:
May 31, November 30,
2021 2020
$ $
Cash 170,618 172,795
Guranteed investment certificates 1,035,000 2,055,000
1,205,618 2,227,795

4. Receivables and prepayments

Receivables and prepayments consist of the following:

Receivables and prepayments consist of the following:
May 31, November 30,
2021 2020
$ $
Sales tax recoverable 10,295 10,431
Exploration incentives receivable 2,827 2,827
Other receivables 2,863 810
Prepaid expenses 18,125 30,625
34,110 44,693

As at May 31, 2021 and November 30, 2020, exploration incentives receivable comprises British Columbia Mining Exploration Tax Credits (“BCMETC”) relating to the McConnell Creek project (Note 6(a)(vi)), which was subsequently collected.

5. Marketable securities

Marketable securities consist of common shares received on the option of mineral property interests.

As at May 31, 2021, the Company holds 500,000 common shares of a private company at a $1 (November 30, 2020 - $1) nominal value, as there is no market or supportable fair value for the common shares.

9

Notes to the Condensed Interim Consolidated Financial Statements Unaudited – Prepared by Management

GGL Resources Corp.

For the six months ended May 31, 2021 and May 31, 2020

6. Mineral property interests

On May 10, 2021, the Company incorporated Pointer Inc. (“Pointer”), a wholly-owned subsidiary in the State of Nevada, USA. Pointer was incorporated to hold title to the Company’s mineral property interests in Nevada, as it is a requirement in the USA that title to USA mineral interests be held by US corporations. Since incorporation, Pointer has had no transactions other than to hold title to the Nevada mineral claims. All costs to acquire or explore the claims are incurred by the Company. Other than to hold title to the Nevada minerals claims, Pointer has no assets or liabilities, and has had no transactions since incorporation.

The Company’s mineral property interests consist of exploration stage mineral properties located in the Northwest Territories, Nunavut, and British Columbia in Canada and in Nevada, USA. Properties which are in close proximity and could be developed as a single economic unit are grouped into projects.

Changes in the project carrying amounts for the six months ended May 31, 2021 are summarized as follows:

December 1,
2020
Acquisitions /
staking
Exploration and
evaluation, net
Write-off
May 31,
2021
$
$
$
$
$
CH
Bishop
Rhombus
Providence Greenstone Belt
Stein
McConnell Creek
GoldPoint
760,537
- 26,042
-
786,579
237,265
- - -
237,265
164,166
- - -
164,166
- - 1,185 (1,185)
-
151,160
- - -
151,160
907,118
- - -
907,118
241,768 56,099 840,615
-
1,138,482
Total 2,462,014
56,099
867,842 (1,185)
3,384,770
December 1,
2020
Additions, net
Write-off
May 31,
2021
$
$
$
$
394,939 56,099
-
451,038
2,067,075 867,842(1,185)
2,933,732
2,462,014
923,941
(1,185)
3,384,770
Acquisitions / staking
Explorationand evaluation
Total

10

GGL Resources Corp.

Notes to the Condensed Interim Consolidated Financial Statements Unaudited – Prepared by Management

For the six months ended May 31, 2021 and May 31, 2020

6. Mineral property interests (continued)

Changes in the project carrying amounts for the six months ended May 31, 2020 are summarized as follows:

December 1, Exploration and May 31,
2019 evaluation, net Write-offs 2020
$ $ $ $
Fishback Lake - 2,205 (2,205) -
CH 750,323 10,001 - 760,324
Providence Greenstone Belt - 2,635 (2,635) -
Bishop 235,231 2,034 - 237,265
Rhombus 164,166 - - 164,166
Stein 150,285 425 - 150,710
McConnell Creek 770,017 3,472 - 773,489
Total 2,070,022 20,772 (4,840) 2,085,954
December 1, May 31,
2019 Additions, net Write-offs 2020
$ $ $ $
Acquisitions / staking 311,185 - - 311,185
Exploration and evaluation 1,758,837 20,772 (4,840) 1,774,769
Total 2,070,022 20,772 (4,840) 2,085,954

Exploration and evaluation expenditures on the projects for the six months ended May 31, 2021 and May 31, 2020, consisted of the following:


consisted of the following:
May 31, May 31,
2021 2020
$ $
Assays 158,698 6,516
Drilling and excavating 327,102 -
Field 67,051 4,786
Labour 267,270 10,958
Traveland accommodation 47,721 -
867,842 22,260
Less: BCMETC (Note 6(a)(vi)) - (1,488)
Total 867,842 20,772

11

GGL Resources Corp.

Notes to the Condensed Interim Consolidated Financial Statements Unaudited – Prepared by Management

For the six months ended May 31, 2021 and May 31, 2020

6. Mineral property interests (continued)

(a) Wholly-owned projects

  • (i) Fishback Lake, Northwest Territories, Canada

The Company owns one mining lease.

During the year ended November 30, 2020, the Company wrote-off the accumulated costs of the Fishback Lake project, as the Company has no current or future budgeted exploration programs in place for this project.

  • (ii) CH, Northwest Territories, Canada

The Company owns various claims and leases north-northeast of Yellowknife which include the Starfish and Zip projects.

  • (iii) Providence Greenstone Belt (“PGB”), Northwest Territories, Canada

The Company owns various leases in the PGB area of the Northwest Territories.

During the year ended November 30, 2020, the Company wrote-off the accumulated costs of the PGB project, as the Company has no current or future budgeted exploration programs in place for this project.

  • (iv) Bishop, Northwest Territories, Canada

The Company owns various claims and one lease north-northeast of Yellowknife.

  • (v) Rhombus, Northwest Territories, Canada

The Company owns various claims north-northeast of Yellowknife.

  • (vi) McConnell Creek, British Columbia, Canada

The Company owns various mineral claims in the Omineca Mining Division of British Columbia.

During the six months ended May 31, 2021, the Company did not earn any BMETC amounts (2020 - $1,488). As at May 31, 2021, $2,827 is receivable for BCMETC recoveries (November 30, 2020 - $2,827) (Note 4) which was subsequently received.

12

GGL Resources Corp.

Notes to the Condensed Interim Consolidated Financial Statements Unaudited – Prepared by Management

For the six months ended May 31, 2021 and May 31, 2020

6. Mineral property interests (continued)

(b) Projects under option

  • (i) Stein, Nunavut, Canada

The Company has an option agreement with Arctic Star Exploration Corp. (“Arctic Star”) whereby it can earn a 60% interest in Arctic Star’s wholly-owned Stein Diamond Project in Nunavut, Canada. The Stein Diamond Project consists of various claims on the Southern Boothia Peninsula.

The Company can acquire a 60% undivided interest in the Stein Diamond Project by conducting detailed ground geophysics on high priority airborne targets, discovering kimberlite by drilling, trenching or in outcrop, and by converting prospecting permits to mineral claims. Upon discovery of kimberlite, a joint venture would be formed with an initial 60/40 contributing relationship. The project has a Class A land use permit that includes drilling.

  • (ii) Gold Point Property, Nevada, USA - option agreements:

On July 27, 2020, the Company entered into three option agreements in respect of contiguous parcels of mining claims in Nevada, collectively referred to as the Gold Point Property.

  • (1) The Company signed an option agreement with a private Nevada corporation (the “Optionor”), allowing the Company to earn a 100% interest in the LBD property. Pursuant to the terms of the option agreement, the Company can acquire the project by making cash payments and incurring aggregate minimum exploration expenditures as follows:

Cash payments of US$1,000,000:

  • USD$25,000 upon the execution of the option agreement (paid, $33,831 plus additional staking costs of $5,330 (USD$4,000));

  • USD$50,000 on or before July 31, 2021 (subsequently paid);

  • USD$100,000 on or before July 31, 2022;

  • USD$175,000 on or before July 31, 2023;

  • USD$250,000 on or before July 31, 2024; and

  • USD$400,000 on or before July 31, 2025.

Minimum expenditures of US$850,000:

  • USD$100,000 on or before July 31, 2021 (completed);

  • USD$150,000 on or before July 31, 2022 (completed);

  • USD$200,000 on or before July 31, 2023 (completed);

  • USD$200,000 on or before July 31, 2024; and

  • USD$200,000 on or before July 31, 2025.

The Optionor will retain a 2% Net Smelter Return royalty (“NSR”) on all material production from the property, of which up to 1% can be purchased by the Company for US$1,000,000.

  • (2) The Company signed an option agreement with Silver Range Resources Ltd. (“Silver Range”), allowing the Company to earn a 75% interest in the EGP property. Pursuant to the terms of the option agreement, the Company can acquire the project by making staged cash payments as detailed below and incurring minimum aggregate exploration expenditures of $1,500,000 on or before July 31, 2023.

Cash payments of $180,000:

  • $10,000 upon the execution of the option agreement (paid);

  • Reimbursing Silver Range for certain staking costs and fees (paid $15,605);

  • $20,000 on or before December 31, 2020 (paid); and

  • The aggregate of $150,000 as calculated semi-annually and based on 10% of the expenditures incurred during each of the periods from January 1 to June 30, and July 1 to December 31 (paid $28,438 (July 1, 2020 to December 31, 2020)).

13

GGL Resources Corp.

Notes to the Condensed Interim Consolidated Financial Statements Unaudited – Prepared by Management

For the six months ended May 31, 2021 and May 31, 2020

6. Mineral property interests (continued)

  • (b) Projects under option (continued)

  • (ii) Gold Point Property, Nevada, USA - option agreements (continued):

Upon the Company having earned the 75% interest in the EGP property, it will enter into a 75%/25% joint venture with Silver Range for further exploration of the project. Additionally, Silver Range will be entitled to receive a one-time cash payment of US$4 per ounce of gold identified in a National Instrument 43-101 (“NI 43101”) compliant measured or indicated resource estimate (or proven or probable reserve estimate) on the project.

  • (3) The Company signed an option agreement with Silver Range and a private Nevada corporation (collectively, the “Optionors”), allowing the Company to earn a 100% interest in the TOM property. Pursuant to the terms of the option agreement, the Company can acquire the project by incurring aggregate minimum exploration expenditures of US$1,500,000 on or before July 31, 2023 and reimbursing the Optionors for certain staking costs and fees (paid $7,228).

Upon the Company having earned the 100% interest in the TOM property, the Optionors will be entitled to receive a one-time cash payment of US$1 per ounce of gold identified in a NI 43-101 compliant measured or indicated resource estimate (or proven or probable reserve estimate) on the project.

Additionally, the Optionors shall each retain a 1% NSR on all mineral production from the property, of which up to 1% can be purchased by the Company for a payment of US$2 per ounce on the first 250,000 ounces of gold contained in any measured or indicated resource estimate (or proven or probable reserve estimate), and US$1 per ounce of gold above 250,000 ounces thereafter.

(c) Other interests

Net Returns Royalty (“NR”) – Doyle leases

During 2013, the Company sold 9 of its mineral leases and 2 reinstated leases, including Bob Camp, to Kennady Diamonds Inc. (“Kennady”), for $150,000 cash and a retained 1.5% NR on all of the leases, except for one where the Company retains a 0.5% NR. Kennady has the right, at any time prior to commencement of production from the property, to purchase one-third of the NR, for the sum of $2,000,000.

During 2016, the Company sold its interest in the remaining 6 Doyle leases to Kennady for $200,000. The Company retains a 0.75% NR on all mineral production from the property. Kennady has the right at any time prior to commencement of production to purchase one-third of the NR, being 0.25%, for the sum of $1,000,000.

7. Reclamation and other deposits

The reclamation deposits are pledged to the Ministry of Energy, Mines and Petroleum Resources of British Columbia and the Government of the Northwest Territories. They are invested in guaranteed investment certificates with one-year terms that automatically renew. Management has determined that the Company has no material reclamation work related to the properties requiring the deposits.

During the six months ended May 31, 2021, the Company paid an additional deposit for a refundable drilling permit in Nevada in the amount of $17,516.

14

GGL Resources Corp.

Notes to the Condensed Interim Consolidated Financial Statements Unaudited – Prepared by Management

For the six months ended May 31, 2021 and May 31, 2020

8. Property and equipment

Property and equipment
Office Exploration
furniture equipment Total
$ $ $
Cost
December 1, 2019 13,306 390,813 404,119
November 30,2020 13,306 390,813 404,119
Accumulated depreciation
December 1, 2019 13,053 369,030 382,083
Depreciation 33 4,375 4,408
November 30,2020 13,086 373,405 386,491
Cost
December 1, 2020 13,306 390,813 404,119
May 31, 2021 13,306 390,813 404,119
Accumulated depreciation
December 1, 2020 13,086 373,405 386,491
Depreciation 12 1,750 1,762
May 31, 2021 13,098 375,155 388,253
Net book value
November 30, 2020 220 17,408 17,628
May 31, 2021 208 15,658 15,866

15

GGL Resources Corp.

Notes to the Condensed Interim Consolidated Financial Statements Unaudited – Prepared by Management

For the six months ended May 31, 2021 and May 31, 2020

9. Share capital

The authorized share capital of the Company consists of an unlimited number of common shares without par value. All issued shares are fully paid.

Transactions for the issue of share capital during the six months ended May 31, 2021:

  • During January and February 2021, the Company issued 150,000 common shares pursuant to the exercise of share purchase warrants at a price of $0.15 each for gross proceeds of $22,500. In connection with the warrants exercised, the original fair value of $1,000 was reversed from contributed surplus and credited to share capital.

Transactions for the issue of share capital during the six months ended May 31, 2020:

  • On January 3, 2020, the Company issued 502,273 common shares to Dave Kelsch Consulting Ltd. (“Dave Kelsch Consulting”) with a fair value of $40,182 ($0.08 each) (see “Commitment to issue shares” below).

  • On May 15, 2020, the Company completed a private placement with Strategic Metals Ltd. (“Strategic”) consisting of 2,000,000 common shares at a price of $0.05 per share for gross proceeds of $100,000 (Note 11).

There were no finders’ fees paid in respect of the placement. Share issue costs, consisting of legal and filing fees of $4,584, were incurred in respect of the placement.

Commitment to issue shares

On June 1, 2019, the Company entered into an Amending Agreement (the “Agreement”) with Dave Kelsch Consulting a company controlled by the President and COO of the Company, whereby Dave Kelsch Consulting agreed to a consulting fee of $850 per day, of which at least 30% would be paid by cash and the remainder paid in common shares of the Company (Note 11). The Agreement expired on December 31, 2019 and was not renewed.

As at May 31, 2021 and November 30, 2020, there was no accrual for commitment to issue shares.

On January 3, 2020, the Company issued 502,273 common shares to Dave Kelsch Consulting with a fair value of $40,182, in settlement of $38,063 in consulting fees accrued as at November 30, 2019. During the six months ended May 31, 2020, the Company incurred and paid $820 in interest expense to Dave Kelsch Consulting (Note 11).

The consulting fee was paid/accrued on a monthly basis, and the number of common shares issuable by the Company was calculated at the end of each month during which the consulting services were provided, based on the volume weighted average price of the Company's common shares during such month, minus 50% of the maximum discount permitted by the policies of the Exchange. The common shares were issuable semi-annually, and interest was charged at a rate of 2% per month compounded monthly on unpaid amounts and was payable in cash.

16

GGL Resources Corp. Notes to the Condensed Interim Consolidated Financial Statements Unaudited – Prepared by Management

For the six months ended May 31, 2021 and May 31, 2020

9. Share capital (continued)

Warrants

As an incentive to complete private placements, the Company may issue units which include common shares and common share purchase warrants. Using the residual value method, the Company determines whether a value should be allocated to the warrants attached to the units sold in completed private placements.

A summary of the status of the Company’s warrants as at May 31, 2021 and November 30, 2020, and changes during the period/year then ended is as follows:

the period/year then ended is as follows:
Period ended Year ended
May 31, 2021 November 30, 2020
Weighted average Weighted average
Warrants exercise price Warrants exercise price
# $ # $
Warrants outstanding, beginning of period/year 3,623,485 0.15 4,687,500 0.15
Issued - - 1,515,151 0.15
Exercised
(150,000) 0.15 (2,579,166) 0.15
Warrants outstanding, end ofperiod/year 3,473,485 0.15 3,623,485 0.15

As at May 31, 2021, the Company has warrants outstanding and exercisable as follows:

(1) Warrants
Warrants
Weighted average
outstanding
exercisable
Exercise price
remaining life
#
#
$ (years)
Expirydate
1,148,485
1,148,485
0.15
0.15
July 23, 2021
2,325,000
2,325,000
0.15
0.99
May 28, 2022
3,473,485
3,473,485
0.66

(1) 486,363 of these warrants were subsequently exercised (Note 17), and the remaining 662,122 warrants expired unexercised.

Stock options

The Company has a Stock Option Plan (the “Plan”) whereby the Company may grant stock options to purchase up to 10% of the issued capital of the Company at the time of the grant of any option. Under the policies of the Exchange, options granted under the 10% rolling plan will not be required to include the mandatory vesting provisions required by the Exchange for a fixed number stock option plan, except for stock options granted to investor relations consultants which vest over 12 months. Awarded stock options are exercisable over a period not exceeding five years at exercise prices determined by the Board of Directors based on the most recent trading prices and subject to the Exchange policies.

A participant who is not a consultant conducting investor relations activities, who is granted an option under the plan with exercise prices at or above “Market Price” will have their options vest immediately, unless otherwise determined by the Board of Directors. A participant who is a consultant conducting investor relations activities who is granted options under the plan will have their options become vested with the right to exercise one-quarter of the options upon conclusion of every three months subsequent to the grant date.

17

GGL Resources Corp.

Notes to the Condensed Interim Consolidated Financial Statements Unaudited – Prepared by Management

For the six months ended May 31, 2021 and May 31, 2020

9. Share capital (continued)

Stock options (continued)

A summary of the status of the Company’s stock options as at May 31, 2021 and November 30, 2020, and changes during the period/year then ended is as follows:

Period ended Period ended Year ended
May 31, 2021 November 30, 2020
Weighted average Weighted average
Options exercise price Options
exercise price
# $ # $
Options outstanding, beginning of period/year 2,600,000 0.15 1,725,000 0.18
Granted - - 1,450,000 0.15
Exercised - - (50,000) 0.25
Cancelled - - (325,000) 0.21
Expired - - (200,000) 0.25
Options outstanding, end ofperiod/year 2,600,000 0.15 2,600,000 0.15

As at May 31, 2021, the Company has stock options outstanding and exercisable as follows:

Options Options Weighted average Weighted average
outstanding exercisable exercise price remaining life
# # $ (years) Expirydate
1,150,000 1,150,000 0.15 1.44 November 6, 2022
1,450,000 1,087,500 0.15 4.20 August 10, 2025
2,600,000 2,237,500 0.15 2.98

There were no stock options granted during the six months ended May 31, 2021 and May 31, 2020.

During the year ended November 30, 2020, 1,450,000 stock options were granted to Officers, Directors, related company employees and consultants. The Company recorded the fair value of all options granted using the Black- Scholes option pricing model. Share-based payment expense was calculated using the following weighted average assumptions: expected life of options – five years, stock price volatility – 137.94%, no dividend yield, and a risk-free interest rate yield – 0.31%. The fair value is particularly impacted by the Company’s stock price volatility, determined using data from the previous five years.

Using the above assumptions, the fair value of options granted during the year ended November 30, 2020, was $0.13 per option, for a total of $190,145. Accordingly, share-based payments expense for the six months ended May 31, 2021, was $71,042 (2020 - $nil), which includes only those options that vested during the period.

During the six months ended May 31, 2020, 175,000 options were cancelled as a result of the resignation of a former Director of the Company. As a result, the original share-based payments expense of $17,993 was reversed from contributed surplus and credited to deficit during the period then ended.

Contributed surplus

Contributed surplus is comprised of the accumulated fair value of stock options recognized as share-based payments, the residual value of share purchase warrants attached to unit private placements and share purchase warrants recognized within share issue costs. Contributed surplus is increased by the fair value of these items on vesting and is reduced by corresponding amounts when stock options or share purchase warrants expire, are exercised, or cancelled.

18

GGL Resources Corp. Notes to the Condensed Interim Consolidated Financial Statements Unaudited – Prepared by Management

For the six months ended May 31, 2021 and May 31, 2020

10. Loss per share

The calculation of basic and diluted loss per share for the six months ended May 31, 2021, is based on the loss attributable to common shareholders of $197,253 (2020 - $99,067) and a weighted average number of common shares outstanding of 45,043,443 (2020 – 27,638,370).

All stock options and warrants were excluded from the diluted weighted average number of shares calculation for the periods presented, as their effect would have been anti-dilutive.

11. Related party payables and transactions

The Company’s related parties include key management personnel and Directors, and companies in which they have control or significant influence over the financial or operating policies of those entities.

No stock options were granted to related parties during the six months ended May 31, 2021 and May 31, 2020.

During the six months ended May 31, 2021, $61,243 (2020 - $nil) was recognized within share-based payments expense for stock options vesting to key management personnel and Directors.

During the six months ended May 31, 2020, 175,000 Director stock options having a fair value on grant of $17,993 were cancelled upon the Director’s resignation from the Company.

During the six months ended May 31, 2020, the Company issued 502,273 common shares to Dave Kelsch Consulting with a fair value of $40,182 (Note 9).

As at May 31, 2021, Strategic had a 38.8% interest in the Company (November 30, 2020 – 38.9%). The Company and Strategic have certain common Officers, and the large share position of Strategic in the Company gives it control of the Company.

During the year ended November 30, 2020, Strategic subscribed to certain private placements of the Company. Accordingly, Strategic subscribed to 2,000,000 non-flow-through common shares of the Company for gross proceeds of $100,000 pursuant to the private placement that completed in May 2020 (Note 9), 633,332 non-flow-through units of the Company for gross proceeds of $57,000 pursuant to the private placement completed in July 2020, and 1,408,402 common shares of the Company for gross proceeds of $253,512 pursuant to the private placement completed in November 2020.

The Company transacted with the following related parties:

  • (a) David Kelsch is a Director of the Company, as well as the President and Chief Operating Officer. He controls Dave Kelsch Consulting, which provides the Company with consulting services, as well as technical and professional services.

  • (b) Douglas Eaton is a Director and the Company’s CEO. He is a shareholder of, and has significant influence over Archer, Cathro & Associates (1981) Limited (“Archer Cathro”), which is a geological consulting firm. Archer Cathro provides the Company with office space, administrative support, and geological services. He is also a Director, President and CEO of Strategic.

  • (c) Glenn Yeadon is a Director and Corporate Secretary of Strategic. He controls Glenn R. Yeadon Personal Law Corporation (“Yeadon Law Corp.”), which provides the Company with legal services.

  • (d) Larry Donaldson is the Company’s CFO. He is a principal of Donaldson Brohman Martin, CPA Inc. (“DBM CPA”), a firm in which he has significant influence. DBM CPA provides the Company with accounting and tax services. He is also CFO of Strategic.

  • (e) Drechsler Consulting Ltd. is controlled by Richard Drechsler, who is Vice-President of Communications for Strategic. Drechsler Consulting Ltd. provides the Company with consulting services.

  • (f) Linda Knight is the Corporate Secretary of the Company.

19

GGL Resources Corp.

Notes to the Condensed Interim Consolidated Financial Statements Unaudited – Prepared by Management

For the six months ended May 31, 2021 and May 31, 2020

11. Related party payables and transactions (continued)

The aggregate value of transactions and outstanding balances with related parties are as follows:

(1)
(2)
(3)
Transactions
Six months ended
May 31,
2021
$
Transactions
Six months ended
May 31,
2020
$ Balances
outstanding
May 31,
2021
$
Balances
outstanding
November 30,
2020
$
Dave Kelsch Consulting
- geological services
4,038
7,438
1,339
1,339
-consulting fees
5,950
10,170
892
3,123
9,988
17,608
2,231
4,462
Archer Cathro
237,396
10,140
137,099
6,485
Yeadon Law Corp
5,885
5,570
4,525
16,797
DBM CPA
16,000
16,000
8,000
11,500
Drechsler Consulting Ltd.
5,805
3,465
-
2,930
Linda Knight
20,906
20,288
3,295
3,708
295,980
73,071
155,150
45,882
  • (1) Transactions for the six months ended May 31, 2021, include no interest expense (2020 - $820 (Note 9)).

  • (2) Transactions for the six months ended May 31, 2021, include $184,808 related to geological services (2020 - $nil).

  • (3) Transactions for the six months ended May 31, 2021, include $nil in share issue costs (2020 - $4,500).

All related party balances are unsecured and are due within thirty days without interest.

The transactions with the key management personnel and Directors are included in operating expenses as follows:

(a) Management, administrative and corporate development fees

  • Includes the consulting fees charged to the Company by Dave Kelsch Consulting and a related business.

  • Includes the consulting fees charged to the Company by Drechsler Consulting Ltd.

  • Includes the accounting and administrative services charged to the Company by Linda Knight.

(b) Office rent

  • Includes office rent charged to the Company by Archer Cathro.

(c) Professional fees

  • Includes legal services charged to the Company by Yeadon Law Corp.

  • Includes the accounting services charged to the Company by DBM CPA.

20

GGL Resources Corp.

Notes to the Condensed Interim Consolidated Financial Statements Unaudited – Prepared by Management

For the six months ended May 31, 2021 and May 31, 2020

12. Income taxes

Income tax recovery for the six months ended May 31, 2021 and May 31, 2020 varies from the amount that would be computed from applying the combined federal and provincial income tax rate to loss before income taxes as follows:

May 31,
2021
$
May 31,
2020
$
Loss for the period before income taxes
(197,253)

(99,067)
Statutory Canadian corporate tax rate
27.00%
27.00%
Anticipated income tax recovery
53,000

27,000

Change in tax resulting from:
Unrecognized items for tax purposes
(19,000)

-

Share issue costs
-

1,000

Tax benefits on losses not recognized
(34,000)
(28,000)
Income tax recovery
-

-

The significant components of the Company’s unrecognized deferred tax assets are as follows:

May 31, November 30,
2021 2020
$ $
Mineral property interests 4,055,000 4,053,000
Marketable securities 3,000 3,000
Property and equipment 142,000 141,000
Non-capital loss carry forwards 1,476,000 1,440,000
Capital losses 13,000 13,000
Share issue costs 16,000 19,000
Unrecognized deferred tax assets (5,705,000) (5,669,000)
Net deferred tax assets - -

As at May 31, 2021, the Company has non-capital loss carry forwards of approximately $5,468,000 (November 30, 2020 - $5,335,000) which expire between 2026 and 2041.

As at May 31, 2021 the Company has unused capital losses of approximately $99,000 (November 30, 2020 - $99,000), which have no expiry date and can only be used to reduce future income from capital gains.

As at May 31, 2021, the Company has unclaimed resource and other deductions in the amount of approximately $18,403,000 (November 30, 2020 - $17,473,000), which may be deducted against future taxable income.

As at May 31, 2021, the Company has share issue costs totaling approximately $61,000 (November 30, 2020 - $71,000), which have not been claimed for income tax purposes.

As at May 31, 2021, the Company has unused temporary differences in respect of property and equipment totaling approximately $525,000 (November 30, 2020 - $523,000), which have no expiry.

Income tax attributes are subject to review, and potential adjustments, by tax authorities.

21

Notes to the Condensed Interim Consolidated Financial Statements Unaudited – Prepared by Management

GGL Resources Corp.

For the six months ended May 31, 2021 and May 31, 2020

13. Supplemental cash flow information

Changes in non-cash operating working capital during the six months ended May 31, 2021 and May 31, 2020, were comprised of the following:


comprised of the following:
May 31, May 31,
2021 2020
$ $
Receivables and prepayments 10,583 8,538
Accounts payable and accrued liabilities (24,217) (32,018)
Accounts payable to related parties (21,346) (6,317)
**Net Change ** (34,980) (29,797)

The Company incurred non-cash financing and investing activities during the six months ended May 31, 2021 and May 31, 2020, as follows:

31, 2020, as follows:
May 31,
May 31,
2021
2020
$ $
Non-cash financing activities:
Re-allocated to share capital on issuance for commitment to issue shares - 40,182
Share issue costs included in accounts payable and related party payables -4,584
-44,766
Non-cash investing activities:
Deferred exploration expenditures included in exploration incentives receivable
(2,827) (15,769)
Deferred exploration expenditures included in accounts payable and related party payables
138,196 446
135,369 (15,323)

During the six months ended May 31, 2021, the Company had no interest expense (2020 - $2,456). During the six months ended May 31, 2021 and May 31, 2020, no amounts were paid for income tax expenses.

14. Financial risk management

Capital management

The Company is a resource exploration company and considers items included in shareholders’ equity as capital, except for the temporary bank loan (Note 16), the Company has no debt and does not expect to enter into debt financing. The Company manages its capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of underlying assets. In order to maintain or adjust its capital structure, the Company may issue new shares, issue new debt, acquire or dispose of assets or adjust the amount of cash. The Company is not subject to any externally imposed capital requirements and does not presently utilize any quantitative measures to monitor its capital. The Company’s capital structure as at May 31, 2021, is comprised of shareholders’ equity of $4,513,927 (November 30, 2020 - $4,617,638).

The Company currently has no source of revenues. In order to fund future projects and pay for general and administrative costs, the Company will spend its existing working capital and raise additional funds as needed. The Company's ability to continue as a going concern on a long-term basis and realize its assets and discharge its liabilities in the normal course of business rather than through a process of forced liquidation is primarily dependent upon its ability to sell or option its mineral property interests and its ability to borrow or raise additional financing from equity markets (Note 1).

There were no changes to the Company’s capital management approach during the six months ended May 31, 2021.

22

GGL Resources Corp.

Notes to the Condensed Interim Consolidated Financial Statements Unaudited – Prepared by Management

For the six months ended May 31, 2021 and May 31, 2020

14. Financial risk management (continued)

Financial instruments - fair value

The Company’s financial instruments consist of cash and cash equivalents, exploration incentives receivable, other receivables, marketable securities, reclamation and other deposits, accounts payable and accrued liabilities, accounts payable to related parties, and bank loan. The carrying value of exploration incentives receivable, other receivables, accounts payable and accrued liabilities and accounts payable to related parties approximate their fair value because of the short-term nature of these instruments. Bank loan also approximates its fair value as it is not subject to material fluctuations.

Financial instruments measured at fair value on the consolidated statements of financial position are summarized into the following fair value hierarchy levels:

  • Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.

  • Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).

Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).

Level 1 Level 2 Level 3 Total
$ $ $ $
May 31, 2021
Cash and cash equivalents 1,205,618 - - 1,205,618
Marketable securities - - 1 1
Reclamation and other deposits 100,663 - - 100,663
1,306,281 - 1 1,306,282
November 30, 2020
Cash and cash equivalents 2,227,795 - - 2,227,795
Marketable securities - - 1 1
Reclamation deposits 83,147 - - 83,147
2,310,942 - 1 2,310,943

There were no changes to the Company’s Level 3 inputs and assumptions with respect to its marketable securities during the six months ended May 31, 2021 and year ended November 30, 2020.

Financial instruments - risk

The Company’s financial instruments can be exposed to certain financial risks, including credit risk, interest rate risk, liquidity risk, market risk, and currency risk.

(a) Credit risk

The Company is exposed to credit risk by holding cash and cash equivalents. All of the Company’s cash and cash equivalents are held in a Canadian financial institution, and management believes the exposure to credit risk with respect to such an institution is not significant. The Company has minimal receivables exposure as its refundable tax credits, and exploration incentives receivable are due from Canadian Governments.

(b) Interest rate risk

The Company is not exposed to interest rate risk as it does not hold financial securities or debt that would be impacted by fluctuating interest rates other than its cash and cash equivalents some portions of which are subject to variable rates. Fluctuations in market rates would have an insignificant impact on the Company’s operations.

23

GGL Resources Corp.

Notes to the Condensed Interim Consolidated Financial Statements Unaudited – Prepared by Management

For the six months ended May 31, 2021 and May 31, 2020

14. Financial risk management (continued)

Financial instruments – risk (continued)

(c) Liquidity risk

Liquidity risk is the risk that the Company is unable to meet its financial obligations as they come due (Note 1). The Company manages this risk by careful management of its working capital to ensure its expenditures will not exceed available resources.

(d) Market risk

The Company is not exposed to market risk as it does not hold publicly traded marketable securities as at May 31, 2021 and November 30, 2020.

(e) Currency risk

The Company is not impacted significantly by currency risk.

15. Commitment

On July 23, 2020, the Company completed a private placement of flow-through units for gross proceeds of $150,000. The Company renounced the expenditures and available income tax benefits to the flow-through shareholders effective December 31, 2020. As at May 31, 2021, approximately $135,000 of the funds had been spent.

The flow-through units were issued at a premium to the trading value of the Company’s common shares, which reflected the value of the income tax write-offs that were renounced to the flow-through shareholders. The premium was determined to be $27,273 and was recorded as a reduction of share capital. An equivalent flow-through share premium liability was recorded, which is being reversed pro-rata as the required exploration expenditures are incurred.

Extension granted

Under the Income Tax Act flow-through look-back rules, the Company now has until December 31, 2022 to spend the remaining amount of flow-through funds. Amounts unspent after February 1, 2021, continue to be subject to a floating rate interest which is currently set at 1% per annum. If the remaining flow-through funds are spent by December 31, 2021, no interest tax will be applicable.

A summary of the Company’s flow-through premium liability as at May 31, 2021 and November 30, 2020, and changes during the period/year then ended is as follows:


during the period/year then ended is as follows:
May 31, November 30,
2021 2020
$ $
Balance, beginning of period/year 2,745 -
Addition - 27,273
Reduction-pro rata based on eligible expenditures - (24,528)
Balance, end ofperiod/year 2,745 2,745

16. Government guaranteed bank loan

During the year ended November 30, 2020, the Company qualified for a government-guaranteed bank loan of $40,000 which is interest-free until December 31, 2022. The loan is part of the Canadian Emergency Business Account (“CEBA”) benefit in relation to COVID-19 relief.

If the loan is repaid by December 31, 2022, $10,000 of the loan will be forgiven. If the loan is not repaid by then, the remaining unpaid balance will bear interest at 5% interest per annum and must be paid in full by December 31, 2025. The loan is unsecured.

During the six months ended May 31, 2021, the Company received an additional $20,000 pursuant to the CEBA benefit, of which $10,000 is forgivable if repaid by December 31, 2022.

17. Subsequent event

During June and July, 2021, 486,363 warrants were exercised at a price of $0.15 each for proceeds of $72,955, and 662,122 warrants with same exercise price expired unexercised.

24