Giant Mining Corp. — Interim / Quarterly Report 2023

Jun 23, 2023

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CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

APRIL 30, 2023

(Expressed in Canadian Dollars)

(Unaudited)

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NOTICE OF NO AUDITOR REVIEW OF CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

Under National Instrument 51-102, if an auditor has not performed a review of the 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 have been prepared by and are the responsibility of the Company’s management.

The Company’s independent auditor has not performed a review of these condensed interim financial statements in accordance with standards established by the Canadian Institute of Chartered Accountants for review of condensed interim financial statements by an entity’s auditor.

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ENFIELD EXPLORATION CORP.

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (Expressed in Canadian Dollars)

Notes	April 30, 2023	October 31, 2022
ASSETS Current Cash $ Prepaid Receivables $	(Unaudited) 103,570 $ - 6,167 109,737 $	(Audited) 144,999 - 6,167
		151,166
LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIENCY) Current Accounts payable and accrued liabilities $ Short-term loan 5 Shareholders’ equity (deficiency) Share capital 3 Shares to be issued 10 Deficit $	36,912 $ 59,605 96,517 1,178,157 - (1,164,937) 13,220 109,737 $	62,367 58,318
		120,685
		1,178,157 - (1,147,676)
		30,481
		151,166

Nature of operations and going concern (Note 1)

Approved and authorized by the Board on June 23, 2023:

“Glen Fedyna” Glen Fedyna, Director	“Bill G. Calsbeck” Bill G. Calsbeck, Director

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

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ENFIELD EXPLORATION CORP.

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF LOSS AND COMPREHENSIVE LOSS (Expressed in Canadian Dollars) For the Period Ended April 30, 2023 and 2022 ( Unaudited)

Three months ended April 30, Six months ended April 30, Notes 2023 2022 2023 2022	Three months ended April 30, Six months ended April 30, Notes 2023 2022 2023 2022
EXPENSES Filing and regulatory Management and consulting 4 Office and administration Professional fees Interest expense 5 Travel Debt recovery 4 Loss and comprehensive loss for the period	$ 174 $ 4,628 $ 174 $ 5,913 - 27,361 - 49,386 805 5,222 3.103 5,982 1,143 101,353 12,697 114,346 644 644 1,287 1,287 - - - 8,736 - - - (5,361)
	$(2,766) $(139,208) $ (17,261) $(180,289)
Basic and diluted loss per common share	$(0.0) $(0.01) $(0.0) $(0.01)
Weighted average number of common shares outstanding	13,351,035 13,293,892 13,351,035 13,093,576

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

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ENFIELD EXPLORATION CORP.

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS

(Expressed in Canadian Dollars)

For the Six-Month Periods Ended April 30, 2023 and 2022 ( Unaudited)

	2023	2022
CASH FLOWS FROM OPERATING ACTIVITIES Loss for the period $ Accrued interest Debt recovery Changes in non-cash working capital items: Prepaid Receivables Accounts payable and accrued liabilities CASH FLOWS FROM FINANCING ACTIVITIES Short-term loan Subscription received in advance Proceeds from share issuance Change in cash during the period Cash, beginning of period Cash, end of period $	(17,261) $ 1,287 - - - (25,455) (41,429) - - - - (41,429) 144,999 103,570 $	(180,289) 1,287 (5,361) 11,457 (5,323) 13,997
		(164,232)
		- (157,250) 342,905
		185,655
		21,423 163,167
		184,590
Cash paid during the period for interest $	- $	-
Cash paid during the period for income taxes $	- $	-

Supplemental disclosure with respect to cash flows (Note 7)

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

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ENFIELD EXPLORATION CORP.

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (DEFICIENCY) (Expressed in Canadian Dollars) For the Six-Months Ended April 30, 2023 and 2022 ( Unaudited)

	Share capital Number Amount Shares to be issued Deficit Total
Balance, October 31, 2021 Private placement Shares subscription received Loss for the period	12,522,462 $ 810,052 $ 157,250 $ (923,058) $ (44,244) 771,430 342,905 - - 342,905 - - (157,250) - (138,400) - - - (180,289) (180,289)
Balance, April 30, 2022	13,293,892 $ 1,152,957 $ - $ (1,103,347) $ 49,610
Balance, October 31, 2022 Loss for the period	13,351,035 $ 1,178,157 $ - $ (1,147,676) $ 30,481 - - - (17,261) (17,261)
Balance, April 30, 2023	13,351,035 $ 1,178,157 $ - $ (1,164,937) $ 13,220

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

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NOTES TO CONDENSED INTERIM CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS April 30, 2022 (Expressed in Canadian Dollars) (Unaudited)

ENFIELD EXPLORATION CORP.

1. NATURE OF OPERATIONS AND GOING CONCERN

Enfield Exploration Corp. (the “Company”) was incorporated under the Business Corporations Act (British Columbia) on November 1, 2013. The Company is an exploration stage mining company in Canada.

The Company’s head office is at 800 – 885 West Georgia Street, Vancouver, British Columbia V6C 3H1.

These condensed interim consolidated financial statements have been prepared by management on a going concern basis which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. At April 30, 2023, the Company had not yet achieved profitable operations, had accumulated losses of $1,164,937 since its inception. The Company expects to incur further losses in the development of its business, all of which casts significant doubt about the Company’s ability to continue as a going concern. A number of alternatives including, but not limited to selling an interest in one or more of its properties or completing a financing, are being evaluated with the objective of funding ongoing activities and obtaining working capital. The continuing operations of the Company are dependent upon its ability to continue to raise adequate financing and to commence profitable operations in the future and repay its liabilities arising from normal business operations as they become due.

• January 12, 2022, the Company entered into a non binding letter of intent with Rimstock Holdings Limited (the “Target”) and Safanad Wheels Limited, the majority shareholder of the Target, in respect of a proposed acquisition of the Target and the business of its wholly owned subsidiary, Rimstock Limited (“Rimstock”) on the terms and conditions of the Letter of Intent (the “Transaction”). Completion of the Transaction is subject to a number of conditions, including the parties completing their respective due diligence, entry into a definitive agreement, receipt of all requisite approvals, completion of the financing, approval for listing on Exchange, and other conditions customary to transactions of this nature. On June 6, 2022, the non-binding letter of intent expired as the Company decided not to proceed with that transaction.

On March 28, 2023, the Company’s Board of Directors approved a non-binding Letter of Intent with Global Election Services Inc., (the ‘Target”). In respect of a proposed acquisition of the Target. The transaction was expected to result in a reverse takeover of the Company by the security holders of the Target, and to constitute a change of business from a mineral exploration company to a company engaged in the provision of election services. Following closing of the Transaction, the business of the Target was expected to be the primary business of the Company and the Company intends to apply for listing of its shares on the TSX Venture Exchange.

Since March 2020, several measures have been implemented in Canada and the rest of the world in response to the increased impact from novel coronavirus (COVID-19). The Company continues to operate its business at this time. While the impact of COVID-19 is expected to be temporary, the current circumstances are dynamic and the impacts of COVID19 on business operations cannot be reasonably estimated at this time. The Company anticipates this could have an adverse impact on its business, results of operations, financial position and cash flows in future periods.

2. SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PREPARATION

Statement of Compliance

These condensed interim consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the IASB (“International Accounting Standards Board”) applicable to the preparation of condensed interim consolidated financial statements, including International Accounting Standard (“IAS”) 34 - Interim Financial Reporting. The accounting policies followed in these condensed interim consolidated financial statements are the same as those applied in the Company’s audited annual financial statements for the year ended October 31, 2021 other than the principles of consolidation.

Basis of Consolidation and Presentation

The condensed interim consolidated financial statements have been prepared on a historical cost basis except for certain financial assets that are measured at fair value. All dollar amounts presented are in Canadian dollars unless otherwise specified which is the functional currency of the Company and its wholly owned subsidiary.

These condensed interim consolidated financial statements incorporate the financial statements of the Company and its wholly controlled inactive subsidiary Enfield Resources Corp. Control exists when the Company has the power, directly or indirectly, to govern the financial and operating policies of an entity so as to obtain benefits from its activities. The

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ENFIELD EXPLORATION CORP.

NOTES TO CONDENSED INTERIM CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS April 30, 2022 (Expressed in Canadian Dollars) (Unaudited)

condensed interim consolidated financial statements include the accounts of the Company and its direct wholly-owned subsidiary. All significant intercompany transactions and balances have been eliminated.

Significant accounting judgments and estimates

The preparation of financial statements in conformity with IFRS requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the date of the condensed interim consolidated financial statements and the reported revenues and expenses during the year. Although management uses historical experience and its best knowledge of the amount, events or actions to form the basis for judgments and estimates, actual results may differ from these estimates. The most significant accounts that require estimates as the basis for determining the stated amounts include determination of functional currency and recognition of deferred income tax amounts.

3. SHARE CAPITAL AND RESERVES

• a) Authorized share capital

Unlimited number of common shares without par value.

• b) Issued share capital

During the period ended October 31, 2022, the Company issued the following:

• i. On December 23, 2021, the Company closed a non-brokered private placement of 771,430 common shares at a price of USD$0.35 per share for gross proceeds of CAD$342,905 (USD$270,000). CAD$138,400 was received in share subscription as at October 31, 2021.

• c) Stock options and warrants

There were no stock options issued as of April 30, 2023.

There were no warrants outstanding as of April 30, 2023.

4. RELATED PARTY TRANSACTIONS

These condensed interim consolidated financial statements include the financial statements of Enfield Exploration Corp. and its 100% owned subsidiary Enfield Resources Corp, a company incorporated in British Columbia.

Key management personnel comprise of the Chief Executive Officer, Chief Financial Officer, and Directors of the Company. During the period ended April 30, 2023, remuneration of the key management personnel was as follows:

• As of April 30, 2023, $Nil (April 30, 2022 - $Nil) were owed to directors and officers of the Company and the Company with directors in common.

• During the period ended October 31, 2017, the Company received a loan of $40,000 from an officer and director of the Company (Note 5). The loan is unsecured, bears interest at 6% and is due on demand. As of April 30, 2023, the balance outstanding is $55,682 (October 31, 2022 - $54,482) on that loan.

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ENFIELD EXPLORATION CORP.

NOTES TO CONDENSED INTERIM CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS April 30, 2022 (Expressed in Canadian Dollars)

(Unaudited)

Period ended April 30, 2023 Directors and officers Period ended April 30, 2022 Directors and officers	Management/consulting Share-based payments Total
	$- $- $-
	$- $- $-

All related party transactions are in the normal course of operations and have been measured at the agreed to amounts, which is the amount of consideration established and agreed to by the related parties.

5. SHORT-TERM LOAN

During the year ended October 31, 2017, the Company received a loan of $40,000 from an officer and director of the Company (Note 4). The loan is unsecured, bears interest at 6% and is due on demand. During the period ended April 30, 2023, the Company accrued interest expense of $1,200 (2022 – $1,200).

During the year ended October 31, 2021, the Company received a promissory note of $3,500. The loan is secured, bears interest at 5% and is due demand after an expiry date of June 1, 2021. During the period ended April 30, 2023, the Company accrued interest expense of $87 (2022 – $88).

6. SEGMENTED INFORMATION

The Company operates in one industry and geographical segment, the exploration industry in Canada.

7. SUPPLEMENTAL DISCLOSURES WITH RESPECT TO CASH FLOWS

There were no non-cash transaction during the period ended April 30, 2023.

8. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

Financial Instruments

Financial instruments measured at fair value are classified into one of three levels in the fair value hierarchy according to the relative reliability of the inputs used to estimate the fair values. The three levels of the fair value hierarchy are:

• Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities;

• Level 2 – Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and

• Level 3 – Inputs that are not based on observable market data.

Cash and is carried at fair value using a level 1 fair value measurement. The carrying value of receivables, loan payable and accounts payable and accrued liabilities approximate their fair value because of the short-term nature of these instruments.

Fair value estimates of financial instruments are made at a specific point in time, based on relevant information about financial markets and specific financial instruments. As these estimates are subjective in nature, involving uncertainties and matters of significant judgment, they cannot be determined with precision. Changes in assumptions can significantly affect estimated fair values.

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NOTES TO CONDENSED INTERIM CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS April 30, 2022 (Expressed in Canadian Dollars) (Unaudited)

ENFIELD EXPLORATION CORP.

Financial risk factors

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

Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its obligations associated with its financial liabilities. The Company’s approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when due. As at April 30, 2023, the Company had enough cash to settle current liabilities of $96,517. The Company is currently investigating financing opportunities so that it has sufficient liquidity to meet liabilities when due.

Credit risk

Credit risk is the risk of potential loss to the Company if the counterparty to a financial instrument fails to meet its contractual obligations. The Company’s credit risk is primarily attributable to its liquid financial assets including cash. The Company limits exposure to credit risk on liquid financial assets through maintaining its cash with high-credit quality financial institutions. Receivables consist mainly of GST receivable from the Government of Canada. The Company believes credit risk with respect to receivables to be insignificant.

Market risk

Market risk is the risk of loss that may arise from changes in market factors such as interest rates, foreign exchange rates, and commodity and equity prices. The Company does not have a practice of trading derivatives.

a) Interest rate risk

The Company’s financial assets exposed to interest rate risk consist of cash. The Company’s policy will be to invest excess cash in investment-grade short-term deposit certificates issued by its banking institutions. The Company is satisfied with the credit ratings of its banks. As at April 30, 2023, the Company did not have any investments in investment-grade short-term deposit certificates.

b) Foreign currency risk

The Company’s foreign exchange risk arises from transactions denominated in other currencies. The Company has no exploration and evaluation assets outside of Canada and therefore considers this low risk.

c) Price risk

The resource industry is heavily dependent upon the market price of the resources being extracted. There is no assurance that, even if commercial quantities of resources are discovered, a profitable market will exist for their sale. There can be no assurance that mineral prices will be such that the Company’s properties can be extracted at a profit. Factors beyond control of the Company may affect the marketability of any resources discovered. The price of oil has experienced volatile and significant price movements over short years of time, and is affected by numerous factors beyond the Company’s control. The Company closely monitors commodity prices, individual equity movements, and the stock market to determine the appropriate course of action to be taken by the Company.

9. CAPITAL MANAGEMENT

The Company considers capital to be the elements of shareholders’ equity. The Company’s primary objectives in capital management are to safeguard the Company’s ability to continue as a going concern in order to provide returns for shareholders and to maintain sufficient funds to finance the exploration and development of its mineral property interest. The Company is in the early stages of operations and is currently developing a capital structure which will support expanded activity. The Company monitors economic conditions and the risks related to the underlying assets and business opportunities. The Company does not presently utilize any quantitative measures to monitor its capital and is not subject to externally imposed capital requirements.

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