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Glen Eagle Resources Inc. Interim / Quarterly Report 2023

Nov 10, 2023

42904_rns_2023-11-09_711c2a66-a009-47db-9c8d-380a90c86740.pdf

Interim / Quarterly Report

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Unaudited Condensed Consolidated Interim Financial Statements

Glen Eagle Resources Inc.

Third quarter ended September 30, 2023 (in Canadian dollars, unless otherwise stated)

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UNAUDITED CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

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

The unaudited condensed interim consolidated financial statements of Glen Eagle Resources Inc. as at September 30, 2023 and for the three-month periods ended September 30, 2023 and 2022, have not been reviewed by the Company’s external auditors.

Karl Trudeau Daniel Bélisle Karl Trudeau Daniel Bélisle, CPA President and Chief Executive Officer Chief Financial Officer

Date: November 6th, 2023

Glen Eagle Resources Inc. Consolidated Interim Statements of Financial Position

(in Canadian dollars)

Assets
Current assets
Cash
Amounts receivable (note 4)
Investment (note 5)
Prepaids
Inventory (note 6)
Non-current assets
Property, plant and equipment (note 7)
Exploration and evaluation assets (note 8)
Investment (note 5)
TOTAL ASSETS
Liabilities
Current liabilities
Accounts payable and accrued liabilities (note 9)
Current portion of terms loans and convertible debenture
(notes 10-12)
Non-current liabilities
Term loans (note 10)
Provision (note 11)
TOTAL LIABILITIES
Equity
Share capital (note 13)
Warrants (note13)
Stock options (note 14)
Equity component of convertible debenture (note 12)
Contributed surplus
Deficit
Accumulated other comprehensive loss
Total equity (deficiency)
TOTAL LIABILITIES AND EQUITY
Going concern (note 1)
September 30
2023
$
December 31
2022
$
88,720
42,195
21,348
268,975
51,789
443,100
102,852
51,915
8,101
175,810
272,810
981,995
2,191,330
2,440,247
9,001
1
657,767
1,305,000
2,858,098
3,745,248
3,130,908
4,727,243
3,444,518
3,086,116
560,000
508,461
4,004,518
3,594,577
-
150,000
79,217
77,216
4,083,735
3,821,793
31,097,795
30,961,795
255,886
1,022,986
590,802
618,025
-
7,140
4,346,093
3,551,770
(37,117,171)
(35,145,400)
(126,232)
(110,866)
(952,827)
905,450
3,130,908
4,727,243

The accompanying notes are an integral part of these consolidated financial statements Approved by the Board of Directors

/s/ Karl Trudeau___ Director /s/ Guy Chamard__ Director

2

Glen Eagle Resources Inc.

Consolidated Interim Statements of Gain (loss) and Comprehensive Gain (loss) For the three and nine months periods ended September 30, 2023 and 2022 Unaudited

(in Canadian dollars)
Sales
Gold & silver
Other income
Cost of sales(note 15)
Gross operating margin
General and administrative (note 15)
Selling expenses
Impairment fixed assets
General exploration, net of tax credits
Operating loss
Interest expense
Gain on disposal of exploration and
evaluation assets
Foreign exchange gain (loss)
Unrealized gain on fair value of derivative
Change in fair value of investment
Net gain (loss) for the period
Other comprehensive income (loss)
net of income tax:
Currency translation adjustment
Net comprehensive gain (loss)
for the period
Weighted average number of
outstanding common shares
Loss per share
Basic and diluted
(in Canadian dollars)
Sales
Gold & silver
Other income
Cost of sales(note 15)
Gross operating margin
General and administrative (note 15)
Selling expenses
Impairment fixed assets
General exploration, net of tax credits
Operating loss
Interest expense
Gain on disposal of exploration and
evaluation assets
Foreign exchange gain (loss)
Unrealized gain on fair value of derivative
Change in fair value of investment
Net gain (loss) for the period
Other comprehensive income (loss)
net of income tax:
Currency translation adjustment
Net comprehensive gain (loss)
for the period
Weighted average number of
outstanding common shares
Loss per share
Basic and diluted
Three-month
period ended
September 30,
2023
$
Three-month
period ended
September 30,
2022
$
Nine-month
period ended
September 30,
2023
$
Nine-month
period ended
September 30,
2022
$
85,386
638,998
10,208
-
95,594
638,998
(718,082)
(1,442,138)
(622,488)
(803,140)
(768,024)
(2,316,234)
-
(28,949)
(142,146)
-
-
(7,649)
(1,532,658)
(3,155,972)
(211,444)
(83,526)
-
2,312,030
(2,043)
(4,353)
-
-
(225,626)
-
(1,971,771)
(931,821)
(15,366)
155,899
(1,987,137)
(775,922)
143,081,985
139,064,828
(0.01)
(0.01)
Nine-month
period ended
September 30,
2023
$
Nine-month
period ended
September 30,
2022
$
85,386
638,998
10,208
-
95,594
638,998
(718,082)
(1,442,138)
(622,488)
(803,140)
(768,024)
(2,316,234)
-
(28,949)
(142,146)
-
-
(7,649)
(1,532,658)
(3,155,972)
(211,444)
(83,526)
-
2,312,030
(2,043)
(4,353)
-
-
(225,626)
-
(1,971,771)
(931,821)
(15,366)
155,899
(1,987,137)
(775,922)
143,081,985
139,064,828
(0.01)
(0.01)
silver
ncome
ales(note 15)
erating margin
and administrative (note 15)
penses
nt fixed assets
exploration, net of tax credits
ng loss
xpense
isposal of exploration and
uation assets
xchange gain (loss)
d gain on fair value of derivative
n fair value of investment
(loss) for the period
mprehensive income (loss)
et of income tax:
ncy translation adjustment
prehensive gain (loss)
period
d average number of
ding common shares
-
21,410
573
-
85,386
10,208
638,998
-
573
21,410
95,594 638,998
(126,629)
(284,260)
(718,082)
(1,
442,138)
(126,056)
(262,850)
(322,859)
(1,684,025)
-
(11,391)
-
-
-
(77)
(622,488)
(
(768,024)
(2,
-
(142,146)
-
803,140)
316,234)
(28,949)
-
(7,649)
(448,915)
(1,958,343)
(163,136)
(32,143)
-
2,312,030
(993)
(1,518)
-
-
(183,911)
-
(1,532,658)
(3,
(211,444)
-
2
(2,043)
-
(225,626)
155,972)
(83,526)
,312,030
(4,353)
-
-
(796,955)
320,026
35,940
159,121
(1,971,771)
(
(15,366)
931,821)
155,899
(761,015)
479,147
(1,987,137)
(
775,922)
143,081,985
143,081,985
143,081,985
139
,064,828
(0.00)
0.00

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

3

Glen Eagle Resources Inc.

Consolidated Interim Statements of Changes in Equity For the nine months periods ended September 30, 2023 and 2022 Unaudited

(in Canadian dollars, except for the number of shares)

(note)
Balance as at January 1, 2022
Net loss for the period
Currency translation adjustment
Comprehensive loss for the period
Units issued pursuant to private
placements nets of issue costs
(13)
Warrants issued
(13)
Warrants exercised
(13)
Warrants expiration
(13)
Expiration of stock options
(14)
Balance as at September 30, 2022
Balance as of January 1, 2023
Net loss for the period
Currency translation adjustment
Comprehensive loss for the
period
Warrants expired
(13)
Share for debt settlement
(12)
Expiration of stock options
(14)
Balance as at September 30, 2023
Number
of common
shares
Share
capital
$
Warrants
$
Stock
options
$
Equity
component
of
convertible
debenture
$
Contributed
surplus
$
Accumulated
other
comprehensive
loss
$
Deficit
$
Total
$
134,931,652
30,483,689
1,010,692
738,521
7,140
3,378,133
(243,469)
(34,314,317)
1,060,389
-
(931,821)
(931,821)
155,899
-
155,899
155,899
(931,821)
(775,922)
5,150,333
303,541
-
-
-
-
-
-
303,541
-
(115,540)
115,540
-
-
-
-
-
-
3,000,000 290,105 (50,105) -
-
-
-
-
240,000
-
-
(53,141)
-
-
53,141
-
-
-
-
-
-
(120,496)
-
120,496 - -
-
143,081,985
30,961,795
1,022,986 618,025
7,140
3,551,770
(87,570)
(35,246,138) 828,008
143,081,985
30,961,795
1,022,986
618,025
7,140
3,551,770
(110,866)
(35,145,400)
905,450
-
(1,971,771)
(1,971,771)
(15,366)
-
(15,366)
(15,366)
(1,971,771)
(1,987,137)
-
-
(767,100)
-
-
767,100
-
-
-
2,720,000
136,000
-
-
(7,140)
-
-
-
128,860
-
-
-
(27,223)
-
27,223
-
-
-
143,081,985
31,097,795
255,886
590,802
-
4,346,093
(126,232)
(37,117,171)
(952,827)

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

4

Glen Eagle Resources Inc.

Consolidated Interim Statement of Cash Flows

For the three and nine months periods ended September 30, 2023 and 2022

(in Canadian dollars)
Cash flows provided (used in)
Operating activities
Net gain (loss) for the period
Adjustments for
Depreciation and amortization
Unrealized foreign exchange loss (gain)
Gain on disposal of exploration and evaluation
assets
Accretion expense
Change in fair value of investment
Impairment of fixed assets
Foreign exchange on cash
Changes in working capital items
Amounts receivable
Prepaid expense
Inventory
Short term investment
Accounts payable and accrued liabilities
Net cash from (used in) operating activities
Investing activities
Acquisition of exploration and evaluation asset
Sale of phosphate property
Disposition (acquisition) of property, plant &
equipment
Increase in long term investment
Net cash used in investing activities
Financing activities
Issuance of share capital, net of issue costs
Net cash provided by financing activities
Foreign exchange on cash
Net increase (decrease) – cash and cash
equivalent
Cash and cash equivalents
– Beginning of period
Cash and cash equivalents
– End of period
Additional information
Interest received
Three-month
period ended
September 30,
2023
$
Three-month
period ended
September 30,
2022
$
Nine-month
period ended
September 30,
2023
$
Nine-month
period ended
September 30,
2022
$
Three-month
period ended
September 30,
2023
$
Three-month
period ended
September 30,
2022
$
Nine-month
period ended
September 30,
2023
$
Nine-month
period ended
September 30,
2022
$
(796,955)
320,026
27,819
41,517
(5,777)
(2,426)
-
(2,312,030)
31,312
6,213
183,911
-
-
-
993
1,518
(1,971,771)
(931,821)
108,230
143,690
(649)
(8,772)
-
(2,312,030)
32,399
8,437
1,082,233
-
142,035
-
2,043
4,353
(558,697)
(1,945,182)
14,251
50,636
64
(11,315)
(766)
(247,038)
-
(600,000)
252,510
1,214,247
(605,480)
(3,096,143)
247,938
36,707
125
80,953
72,959
(100,943)
-
(600,000)
358,090
1,261,410
(292,638)
(1,538,652)
73,632
(2,418,016)
-
(191,000)
-
2,534,122
(12,797)
6,869
-
(703,122)
(9,000)
(1,856)
-
2,534,122
(16,064)
1,948
-
(703,122)
(12,797)
1,646,869
(25,064)
1,831,092
-
-
-
543,541
-
-
-
543,541
(993)
(1,518)
(306,428)
106,699
395,148
44,629
(2,043)
(4,353)
46,525
(47,736)
42,195
199,064
88,720
151,328
88,720
151,328
-
7
-
17

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

5

Glen Eagle Resources Inc. Notes to condensed consolidated Interim financial statements For the three and nine months periods ended September 30, 2023 and 2022

(in Canadian dollars, except per share amounts)

1 Incorporation, nature of activities and going concern

Glen Eagle Resources Inc. (the “Corporation”) is incorporated under the Canada Business Corporations Act and is engaged in the acquisition, the exploration and the evaluation of mining properties. The address of the registered office and its principal place of business is 3650 F Matte Boulevard, Brossard (Quebec), Canada. The Corporation’s shares are listed on the TSX Venture Exchange (symbol: GER).

Although management has taken steps to verify titles of mining properties in which the Corporation has an interest, in accordance with industry standards for the current stage of exploration of such properties, these procedures do not guarantee the Corporation’s title. Property title may be subject to unregistered prior agreements and non-compliant with regulatory requirements.

The Corporation has not yet determined whether the exploration and evaluation assets have economically recoverable ore reserves. Recovery of amounts indicated under exploration and evaluation assets are subject to certain conditions: the discovery of economically recoverable reserves, the Corporation’s ability to obtain the financing required to complete exploration, evaluation, development, construction and, ultimately, the sale of such assets.

The Corporation’s consolidated financial statements have been prepared using accounting principles applicable to a going concern, which contemplates the realization of assets and settlement of liabilities in the normal course of business as they come due. In assessing whether the going concern assumption is appropriate, management takes into account all available information about the future, which is at least, but not limited to twelve months from the end of the reporting year. Management is aware, in making its assessment, of material uncertainties related to events and conditions that may cast a significant doubt upon the Corporation’s ability to continue as a going concern as described in the following paragraph, and accordingly, the appropriateness of the use of accounting principles applicable to a going concern. These consolidated financial statements do not reflect the adjustment to the carrying values of assets and liabilities, expenses and balance sheet classifications that would be necessary were the going concern assumption would not be appropriate. These adjustments could be material.

For the period ended September 30, 2023, the Corporation reported a net loss of $796,955 (net gain of $320,026 for the period ended September 30, 2022) and has an accumulated deficit of $37,117,171 as of September 30, 2023. In addition to ongoing working capital requirements, the Corporation must secure sufficient funding to meet its existing commitments for exploration and evaluation programs and pay general and administration costs. As of September 30, 2023, the Corporation has a negative working capital of $3,731,708 (negative of $2,612,582 as at December 31, 2022). Management estimates that current funds will not be sufficient to meet the Corporation’s obligations and budgeted expenses through December 31, 2023. Any additional funding may be met in the future in a number of ways including but not limited to increase in production, the issuance of new equity instruments and debt financing. While management has been successful in securing financing in the past, there can be no assurance it will be able to do so in the future or that these sources of funding or initiatives will be available for the Corporation or that they will be available on terms which are acceptable to the Corporation. If management is unable to obtain new funding, the Corporation may be unable to continue its operations, and amounts realized for assets might be less than amounts reflected in these consolidated financial statements.

6

Glen Eagle Resources Inc. Notes to condensed consolidated Interim financial statements For the three and nine months periods ended September 30, 2023 and 2022

(in Canadian dollars, except per share amounts)

1 Incorporation, nature of activities and going concern - continued

These consolidated financial statements were approved and authorized for issue by the board of directors on November 6[st] , 2023.

2 Summary of significant accounting policies

The Corporation prepares its financial statements in accordance with International Financial Reporting Standards (“IFRS”).

The significant accounting policies used in the preparation of these consolidated financial statements are as follows:

A. Basis of measurement

The consolidated financial statements have been prepared under the historical cost basis, except for the revaluation of certain financial assets and financial liabilities to fair value.

B. Consolidation

These consolidated financial statements include the accounts of the Corporation and those of its wholly owned foreign subsidiary Cobra Oro De Honduras. The amounts reported in the financial statements of the subsidiary have been adjusted, if necessary, so that they meet the accounting policies adopted by the Corporation. Profit or loss or other comprehensive loss of the subsidiary acquired or sold during the period are recorded from the actual date of acquisition or until the effective date of the sale, if any. All intercompany transactions, balances, income and expenses are eliminated at consolidation. During the first quarter of 2022, the Corporation’s subsidiary Cobra Oro De Honduras, created with a local Hondurian partner, a subsidiary called ‘’Inversiones Technicas Del Pacifico’’. Cobra Oro De Honduras owns 70% and the local partner owns 30% of the new company. This subsidiary owns the Piedra Dorada concession. The status of this subsidiary is inactive, as no operation has yet occurred.

C. Cash

Cash consists of cash on hand and bank balances including interest savings accounts.

D. Foreign currency translation

Functional and presentation currency

Items included in the financial statements of each consolidated entity in the Corporation group are measured using the currency of the primary economic environment in which the entity operates (“the functional currency”). These consolidated financial statements are presented in Canadian dollars, which is the functional currency of the Corporation. The functional currency of Cobra Oro De Honduras is the Honduran Lempira.

The functional currencies have remained unchanged during the reporting periods.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuation where items are re-measured. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognized in the consolidated statement of loss and comprehensive loss.

7

Glen Eagle Resources Inc. Notes to condensed consolidated Interim financial statements For the three and nine months periods ended September 30, 2023 and 2022

(in Canadian dollars, except per share amounts)

2 Summary of significant accounting policies - continued

Non-monetary assets and liabilities are translated at historical rates, unless such assets and liabilities are carried at market value, in which case, they are translated at the exchange rate in effect at the date of the balance sheet. Translation differences on non-monetary financial assets and liabilities, such as equities held at fair value through profit or loss, are recognized in profit or loss as part of the fair value gain or loss.

The results and financial position of foreign subsidiaries that have a functional currency different from the presentation currency are translated into the presentation currency as follows:

  • assets and liabilities for each statement of financial position presented are translated at the closing rate at the date of that statement of financial position,

  • income and expenses for each statement of comprehensive loss are translated at average exchange rates, and

  • all resulting exchange differences are recognised in other comprehensive income (loss).

On consolidation, exchange differences arising from the translation of any net investment in foreign entities, and of borrowings, are recognised in other comprehensive income (loss).

E. Inventories

Finished goods are valued at the lower of average production cost and net realizable value. The stockpiled ore is valued at the lower of the weighted average cost and net realizable value. Net realizable value is the estimated selling price less applicable selling expenses. Cost includes all expenses directly attributable to the manufacturing process as well as suitable portions of related production overheads, based on normal capacity. Consumable inventories are valued at the lower of the average cost and net realizable value. Obsolete, redundant and slow-moving inventories are identified at each reporting date and written down to their net realizable values.

F. Property, plant and equipment

Property, plant and equipment (“PP&E”) are carried at cost, less accumulated depreciation and accumulated impairment losses.

The cost of an item of PP&E consists of the purchase price, applicable borrowing costs, any costs directly attributable to bringing the asset to the location and condition necessary for its intended use, and an initial estimate of the costs of dismantling and removing the item and restoring the site on which it is located. Repairs and maintenance costs are charged to the consolidated statement of loss during the period in which they are incurred unless the PP&E are used in mineral properties under development for which the costs are capitalized in the mineral properties under development assets.

Depreciation is recognized based on the cost of an item of PP&E, less its estimated residual value, over their expected useful lives:

Category

Buildings

Plant, equipment, Machinery
and equipment

Vehicles
Years
20
3 to 20
5

The residual value, useful life and depreciation method for PP&E are reviewed, and adjusted if appropriate, on an annual basis.

8

Glen Eagle Resources Inc. Notes to condensed consolidated Interim financial statements For the three and nine months periods ended September 30, 2023 and 2022

(in Canadian dollars, except per share amounts)

2 Summary of significant accounting policies – continued

An item of PP&E is de-recognized upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on disposal of the asset, determined as the difference between the net proceeds on disposal and the carrying amount of the asset, is recognized in profit or loss in the consolidated statement of loss.

Where an item of PP&E consists of major components with different useful lives, the components are accounted for as separate items of PP&E. Expenditures incurred to replace a component of an item of PP&E that is accounted for separately, including major inspection and overhaul expenditures, are capitalized.

Capitalized costs are not depreciated until the time at which the related mining property has reached a pre-determined level of operating capacity intended by management.

G. Exploration and evaluation (E&E) assets

Costs related to exploration and evaluation of mineral properties are recognized in profit or loss as incurred. All option payments and costs of acquiring mineral rights are capitalized as exploration and evaluation assets.

Exploration and evaluation assets are assessed for impairment indicators at the end of each reporting period.

Any option payments or proceeds from the sale of royalty interests received by the Corporation are credited to the capitalized cost of the related exploration and evaluation asset. If payments received exceed the capitalized cost of the exploration and evaluation assets, the excess is recognized as income in the period received.

Whenever a mining property is considered no longer viable, or is abandoned, the capitalized amounts are written down to their recoverable amounts with the difference recognized in profit or loss. When the technical feasibility and the commercial viability of extracting a mineral resource are demonstrable and a mine development decision has been made by the Corporation, exploration and evaluation assets related to the mining property are transferred to tangible assets and related development expenditures are capitalized. Before the reclassification, the related exploration and evaluation assets are tested for impairment and any impairment loss is then recognized in profit or loss.

The establishment of technical feasibility and commercial viability of a mineral property is assessed based on a combination of factors, including a) the extent to which mineral reserves or mineral resources as defined in National Instrument 43-101 have been identified through a feasibility study or similar document; b) the results of optimization studies and further technical evaluation carried out to mitigate project risks identified in the feasibility study; c) the status of environmental permits; and d) the status of mining leases or permits.

H. Revenue recognition

Revenue from the sale of gold and silver in the form of dory bars is measured at the transaction price, being the amount of consideration to which the Corporation expects to be entitled in exchange for transferring promised goods. Revenue is recognized at the point in time when control of the asset is transferred to the customer, generally on delivery of the goods.

9

Glen Eagle Resources Inc. Notes to condensed consolidated Interim financial statements For the three and nine months periods ended September 30, 2023 and 2022

(in Canadian dollars, except per share amounts)

2 Summary of significant accounting policies – continued

I. Impairment of non-financial assets

Property, plant and equipment and E&E assets are reviewed for impairment on an annual basis and if there is any indication that the carrying amount may not be recoverable. If any such indication is present, the recoverable amount of the asset is estimated in order to determine whether impairment exists. Where the asset does not generate cash flows that are independent from other assets, the Corporation estimates the recoverable amount of the asset group to which the asset belongs.

An asset’s recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value, using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset or asset group is estimated to be less than its carrying amount, the carrying amount is reduced to the recoverable amount. Impairment is recognized immediately in the consolidated statement of loss and comprehensive loss. Where an impairment subsequently reverses, the carrying amount is increased to the revised estimate of recoverable amount but only to the extent that this does not exceed the carrying value that would have been determined if no impairment had previously been recognized.

J. Income taxes

Income tax on the profit or loss for the years presented comprises current and deferred tax. Income tax is recognized in profit or loss except to the extent that it relates to items recognized directly in other comprehensive income (loss) or in equity, in which case it is recognized in other comprehensive income (loss) or in equity, respectively.

Mining taxes represent Canadian provincial taxes levied on mining operations and are classified as income taxes since such taxes are based on a percentage of mining profits.

Current tax expense is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at year end, adjusted for amendments to tax payable with regards to previous years. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.

Deferred tax is provided using the liability method, providing for temporary differences between the tax bases of assets and liabilities and their carrying amounts in the financial statements. The temporary differences are not provided for if it arises from the initial recognition of goodwill or the initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. The amount of deferred tax provided is based on the expected manner of realization or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the financial position reporting date and whose implementation is expected over the period during which the deferred tax is realized or recovered.

A deferred tax asset is recognized only to the extent that it is probable that future taxable profits will be available against which the asset can be utilized.

Deferred income tax assets and liabilities are presented as non-current and are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when deferred tax assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where there is an intention to settle the balances on a net basis.

10

Glen Eagle Resources Inc. Notes to condensed consolidated Interim financial statements For the three and nine months periods ended September 30, 2023 and 2022

(in Canadian dollars, except per share amounts)

  • 2 Summary of significant accounting policies – continued

K. Provisions for other liabilities and charges

Provisions for environmental restoration and legal claims are recognized when: the Corporation has a present legal or constructive obligation because of past events; it is probable that an outflow of resources will be required to settle the obligation; and the amount has been reliably estimated.

Provisions are measured at the present value of the expenditures expected to be required to settle the obligation using a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the obligation. The increase in the provision due to passage of time is recognized as interest expense.

L. Share-based compensation

The Corporation accounts for all share-based compensation using the fair value method. Each tranche in an award is considered a separate award with its own vesting period and grant date fair value. Fair value is calculated based on the Black-Scholes valuation model. Compensation expense is recognized over the tranche’s vesting period based on the number of awards expected to vest, by increasing the account stock options. The number of awards expected to vest is reviewed at least annually, with any impact being recognized immediately in the consolidated statement of comprehensive loss, with a corresponding adjustment to equity. When stock options are exercised, any consideration paid is credited to share capital.

M. Earnings per share

Basic earnings per share are computed using the weighted average number of common shares outstanding during the periods. Provided that they are not anti-dilutive, diluted earnings per share amounts are calculated giving effect to the potential dilution that would occur if securities or other contracts to issue common shares were exercised or converted to common shares using the treasury stock method. The treasury stock method assumes that proceeds received from the exercise of stock options and warrants and any unamortized share-based compensation amounts are used to repurchase common shares at the prevailing market rate.

N. Financial instruments

Financial assets and liabilities are recognized when the Corporation becomes a party to the contractual provisions of the instrument. Financial assets are derecognized when the rights to receive cash flows from the assets have expired or have been transferred and the Corporation has transferred substantially all risks and rewards of ownership.

Financial assets and liabilities are offset and the net amount is reported in the consolidated statement of financial position when there is an unconditional and legally enforceable right to offset the recognized amounts and there is an intention to settle on a net basis, or realize the asset and settle the liability simultaneously.

Financial Assets

Financial assets are initially measured at fair value. If the financial asset is not subsequently accounted for at fair value, then the initial measurement includes transaction costs that are directly attributable to the asset’s acquisition or origination. On initial recognition, the Corporation classifies its financial assets in the following measurement category:

11

Glen Eagle Resources Inc. Notes to condensed consolidated Interim financial statements For the three and nine months periods ended September 30, 2023 and 2022

(in Canadian dollars, except per share amounts)

2 Summary of significant accounting policies – continued

Financial assets measured at:

A financial asset is subsequently measured at amortized cost, using the effective interest method and net of any impairment loss, if:

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

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

A financial asset subsequently measured at fair value:

  • Financial assets are measured at fair value through profit and loss if held within a different business model other than ‘hold to collect’ or ‘hold to collect and sell’. Further, irrespective of the business model used, financial assets whose contractual cash flows are not solely payments of principal and interest are also accounted for at FVTPL. Any adjustment to the fair value is recorded in the ‘’Change in fair value of investment’’ account , in the Net profit (loss) for the year.

Financial Liabilities

Financial liabilities are initially recorded at fair value net of any directly attributable transaction costs. Subsequent to initial recognition these financial instruments are measured at amortized cost using the effective interest method.

Impairment

The Corporation assesses on a forward-looking basis the expected credit losses associated with its debt instruments carried at amortised cost. The impairment methodology applied depends on whether there has been a significant increase in credit risk.

For trade receivables, the Corporation applies the simplified approach permitted by IFRS 9, which requires expected lifetime losses to be recognised from initial recognition of the receivables.

The Company assumes that there is no significant increase in credit risk for instruments that have a low credit risk.

Embedded Derivatives

An embedded derivative is a component of a hybrid contract that also includes a non-derivative host, with the effect that some of the cash flows of the combined instrument vary in a way similar to a stand-alone derivative. If a hybrid contract contains a host that is a financial asset, the entire hybrid contract is measured at fair value through net loss. If a hybrid contract contains a host that is not a financial asset, embedded derivatives are recorded at fair value separately from the host contract when their economic characteristics and risks are not clearly and closely related to those of the host contract. Subsequent changes in fair value are recorded in the consolidated statements of loss.

The convertible debenture issued by the Corporation is a hybrid financial instrument that can be converted into units of the Corporation at the option of the holder, each unit comprised of a common share and a purchase warrant. At the date issue, the hybrid financial instrument is recognized as a liability or equity in accordance with the substance of the contractual arrangement. If the hybrid financial instrument is a liability, the initial carrying value of the convertible debenture (host) is the residual amount of the proceeds after separating the derivative component, which is recognized at fair value with subsequent changes in fair value are recorded in the consolidated statements of comprehensive loss. If

12

Glen Eagle Resources Inc. Notes to condensed consolidated Interim financial statements For the three and nine months periods ended September 30, 2023 and 2022

(in Canadian dollars, except per share amounts)

2 Summary of significant accounting policies – continued

the hybrid financial instrument is equity, the fair value of the convertible debenture (host) is estimated using the prevailing market interest rate for similar non-convertible instruments with the equity value is the residual amount determined by deducting the amount of the liability component from the proceeds is not subsequently remeasured. Any directly attributable transaction costs are allocated between the components in proportion to their initial carrying amounts. Subsequent to initial recognition, the host component of the hybrid financial instrument is measured at amortized cost using the effective interest method.

The Corporation’s financial instruments consist of the following:

Method
Cash Amortized cost
Amounts receivable (excluding tax receivable) Amortized cost
Short term deposits Amortized cost
Investments Fair value through profit or loss
Accounts payable and accrued liabilities (excluding
tax and other non-compliance penalty) Financial liabilities at amortized cost
Term loans Financial liabilities at amortized cost
Convertible debenture Financial liabilities at amortized cost

O. Share capital and warrants

Common shares and warrants are classified as equity. Incremental costs directly attributable to the issuance of shares or warrants are recognized as a deduction from the proceeds in equity in the period where the transaction occurs. As part of its financing activities, the Corporation may grant warrants. Each warrant entitles its holder to purchase a determined number of shares at a price determined at grant for a certain period of time. Proceeds from unit placements are allocated between shares and warrants issued using the relative fair value method on a pro rata basis. The Corporation uses the Black-Scholes pricing model to determine the fair value of warrants issued.

P. Other equity accounts

Warrants and stock options include value of warrants until exercise or expiration and charge related to share options respectively. When share options and warrants are exercised, the related values are transferred to share capital. Contributed surplus includes charges related to share options, broker warrants and value of warrants that are expired. Deficit includes all current and prior year retained profits or losses.

Q. Leases

The Company has elected to account for short-term leases and leases of low-value assets using the practical expedients. Instead of recognising a right-of-use asset and a lease liability, the payments in relation to these are recognised as an expense in profit or loss on a straight-line basis over the lease term.

R. Segment disclosures

The Corporation currently operates in two segments which are the exploration and evaluation of mineral properties in Canada and recovery of gold and silver from tailings and rocks in Honduras. The Corporation’s activities are conducted in Québec (Canada) and Honduras.

13

Glen Eagle Resources Inc. Notes to condensed consolidated Interim financial statements For the three and nine months periods ended September 30, 2023 and 2022

(in Canadian dollars, except per share amounts)

3 Critical accounting estimates, judgments and assumptions

Many of the amounts included in the financial statements require management to make judgments and/or estimates. These judgments and estimates are continuously evaluated and are based on management’s experience and knowledge of the relevant facts and circumstances. Actual results may differ from the amounts included in the financial statements.

Areas of significant judgment and estimates affecting the amounts recognized in the consolidated financial statements include:

  • a) Impairment of non-financial assets

After capitalization, property, plant and equipment and mining properties are reviewed for impairment if there is any indication that the carrying amount may not be recoverable.

Determining if there are any facts or circumstances indicating impairment, loss or reversal of impairment losses is a subjective process involving judgment and several estimates and interpretations in many cases. Determining whether to test for impairment exploration and evaluation assets requires management’s judgment regarding the following, among others:

  • a) The period for which the entity has the right to explore in the specific area has expired during the period or will expire in the near future, and is not expected to be renewed;

  • b) Substantive expenditure on further exploration and evaluation of mineral resources in a specific area is neither budgeted nor planned;

  • c) Exploration for and evaluation of mineral resources in a specific area have not led to the discovery of commercially viable quantities of mineral resources and the entity has decided to discontinue such activities in the specific area; or

  • d) Sufficient data exists to indicate that, although a development in a specific area is likely to proceed, the carrying amount of the exploration and evaluation asset is unlikely to be recovered in full from successful development or by sale.

Additional external factors which could trigger an impairment review include, but are not limited to, significant negative industry or economic trends and a significant drop in ore prices. When an indication of impairment loss or a reversal of an impairment loss exists, the recoverable amount of the individual asset must be estimated. If it is not possible to estimate the recoverable amount of the individual asset, the recoverable amount of the cash generating unit to which the asset belongs must be determined. Identifying the cash generating units requires considerable management judgment. In testing an individual asset or cash generating unit for impairment and identifying a reversal of impairment losses, management estimates the recoverable amount of the asset or the cash-generating unit. This requires management to make several assumptions as to future events or circumstances. These assumptions and estimates are subject to change if new information becomes available.

14

Glen Eagle Resources Inc. Notes to condensed consolidated Interim financial statements For the three and nine months periods ended September 30, 2023 and 2022

(in Canadian dollars, except per share amounts)

3 Critical accounting estimates, judgments and assumptions - continued

Actual results with respect to impairment losses or reversals of impairment losses could differ in such a situation and significant adjustments to the Corporation’s assets and losses may occur during the next period.

b) Share-based compensation

Management assesses the fair value of stock options and warrants using the Black-Scholes valuation model. The Black-Scholes model requires management to make estimates and assumptions with respect to inputs including the risk-free interest rate, volatility and expected stock option or warrant life. As well, management must make assumptions about anticipated forfeitures based on the historical actions of stock option plan participants.

c) Provision and contingent liabilities

Judgments are made as to whether a past event has led to a liability that should be recognized in the financial statements or disclosed as a contingent liability. Quantifying any such liability often involves judgments and estimations. These judgments are based on several factors including the nature of the claims or dispute, the legal process and potential amount payable, legal advice received, previous experience and the probability of a loss being realized. Several of these factors are source of estimation uncertainty.

d) Income tax recovery

Significant judgment is required in determining the income tax recovery as there are transactions and calculations for which the ultimate tax determination is uncertain.

e) Going concern

The assessment of the Corporation’s ability to execute its strategy by funding future working capital requirements involves judgment. Estimates and assumptions are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances (see note 1).

15

Glen Eagle Resources Inc. Notes to condensed consolidated Interim financial statements For the three and nine months periods ended September 30, 2023 and 2022

(in Canadian dollars, except per share amounts)

4 Amounts receivable

Sales tax receivable
Promissory note (cash received in February 2023)
September 30
2023
December 31
2022
$
$
21,348
18,975
-
250,000
21,348
268,975

5 Investment

Short term deposit
Investments (a)
Current portion
Non-current portion
September 30
2023
$
December 31
2022
$
8,101
8,100
657,767
1,740,000
665,868
1,748,100
8,101
443,100
657,767
1,305,100

A total of 6,000,000 shares of First Phosphate Inc. were issued and received by the Corporation on August 23, 2022. Upon receipt, the shares were the subject of a resale restriction of 4 months. The shares were subject to an escrow resale restriction agreement from the date of issuance of the shares, with 10% of such shares being released on March 31, 2023 and 15% of shares being released every six months thereafter. During the quarter, a total of 600,000 shares were sold on the market at fair value. On May 10[th] , 2023, a purchase agreement was signed to dispose of 2,700,000 shares for a total of $590,000. The remaining balance of shares at the end of the quarter was 2,700,000 and were valued at $657,767, representing the fair value of the shares discounted by a factor to take into account resale restrictions. An escrow agreement enables the company to sell 900,000 shares on each of the following dates, February 22, 2025, August 22, 2025 and February 22, 2026.

6 Inventories

Consumables
Work in process
September 30
2023
December 31
2022
$
$
102,852
155,492
-
20,318
102,852
175,810

Inventories recognized as expenses during the period corresponds to the cost of sales presented in the consolidated statements of comprehensive loss.

16

Glen Eagle Resources Inc. Notes to condensed consolidated Interim financial statements For the three and nine months periods ended September 30, 2023 and 2022

(in Canadian dollars, except per share amounts) 7 Property and equipment

Cost
As at January 1, 2023
Additions
Write-off
Foreign exchange
As at
September 30, 2023
Accumulated
depreciation
As at January 1, 2023
Depreciation
Write-off
Foreign exchange
As at
September 30, 2023
Net book value
September 30, 2023
Cost
As at January 1, 2022
Additions
Foreign exchange
As at
December 31, 2022
Accumulated
depreciation
As at January 1, 2022
Depreciation
Foreign exchange
As at
December 31, 2022
Net book value
December 31, 2022
Land
$
Building
$
Plant
equipment
$
Land
$
Building
$
Plant
equipment
$
Land
$
Building
$
Plant
equipment
$
Machinery and
Equipment
$
Total
$
Vehicle
$
471,636
409,382
2,226,285
18,973
-
-
16,065
-
-
-
(263,662)
-
(2,787)
(2,419)
(13,055)
(113)
468,849
406,963
1,965,633
18,860
-
(217,121)
(791,825)
(18,783)
-
(24,052)
(84,177)
-
-
-
121,627
-
-
1,196
4,368
111
(188,109)
(1,215,838)
-
(108,229)
-
121,627
1,112
6,787
(186,997)
(1,195,653)
339,681
2,191,330
Machinery and
Equipment
$
Total
$
520,118
3,473,464
(24,361)
(24,361)
34,052
206,982
529,809
3,656,085
(160,408)
(967,989)
(17,655)
(184,739)
(10,046)
(63,111)
(188,109)
(1,215,838)
341,700
2,440,247
-
(239,977)
(750,007)
(18,672)
468,849
166,986
1,215,626 188
Land
$
Building
$
Plant
equipment
$
Machinery and
Equipment
$
Total
$
Vehicle
$
445,548
386,737
2,103,138
17,923
-
-
-
-
26,088
22,645
123,147
1,050
471,636
409,382
2,226,285
18,973
-
(162,306)
(628,418)
(16,857)
-
(43,615)
(122,588)
(881)
-
(12,200)
(40,819)
(1,045)
-
(217,121)
(791,825)
(18,783)
471,636
192,261
1,434,460
190

17

Glen Eagle Resources Inc. Notes to condensed consolidated Interim financial statements For the three and nine months periods ended September 30, 2023 and 2022

(in Canadian dollars, except per share amounts)

8 Exploration and evaluation assets

Capitalized E&E assets are comprised of wholly owned mining rights and undivided interests in properties, detailed as follows:

Costs of E&E assets at the end of the period:

Mining properties
Balance December 31, 2022
Additions (c)
Balance September 30, 2023
Lac Quevillon
Canada
(Lithum)
La Cobra**
Piedra Dorada
Honduras
(gold) (b)
Total**
Lac Quevillon
Canada
(Lithum)
La Cobra**
Piedra Dorada
Honduras
(gold) (b)
Total**
Lac Quevillon
Canada
(Lithum)
La Cobra**
Piedra Dorada
Honduras
(gold) (b)
Total**
$
-
1
1
9,000
-
9,000
9,000
1
9,001

a) Moose Lake (Lac St-Jean – Quebec)

On October 12, 2011, the Corporation entered into an option agreement with a private company and two individuals, to acquire a 100% interest in a phosphate property (“Moose Lake”) located in the St-Jean Lake area (Quebec), approximately 150 km south of Lisette Lake. As the obligations of the option agreement have been fully respected, the right to property was transferred to the Corporation in 2018. The Corporation assumes a 1% NSR payable to the vendor and redeemable by tranche of 0.5% for $500,000 each.

During the quarter ended on March 31, 2022, the Corporation added 27 claims to the property for a total of 108 claims.

On June 17th, 2022 (the Effective date), the Corporation signed a Mineral Option Agreement with an unlisted reporting issuer company (the ‘’buyer’’) for an option to acquire the Moose Lake property. Per agreement, the buyer paid the Corporation an amount of $1,491,000 and a total of 6,000,000 shares of the buyer, issued on or before the 6th month anniversary of the Effective date. Shares were issued and received by the Corporation on August 23, 2022. Upon receipt, the shares were subject to a resale restriction of 4 months. The shares were valued at $1,315,950 when received, based on the fair value of the shares discounted by a factor to take into account resale restrictions. On September 30, 2023, the fair value of the shares was $657,767 including a short term portion of nil and a long term portion of $657,767. See note 5.

Payment of the amount of $1,491,000 as follows:

  • i) $191,000 on the Effective date (received)

  • ii) $300,000 on or before July 7[th] , 2022 (received)

  • iii) $500,000 on or before the 4[th] month anniversary of the Effective date (received)

  • iv) $500,000 on or before the 8[th] month anniversary of the Effective date ($250,000 in cash and a promissory note of $250,000 due on February 17, 2023 was received)

18

Glen Eagle Resources Inc. Notes to condensed consolidated Interim financial statements For the three and nine months periods ended September 30, 2023 and 2022

(in Canadian dollars, except per share amounts)

8 Exploration and evaluation assets - continued

b) La Cobra/Piedra Dorada

On November 24, 2016, Cobra Oro de Honduras obtained the renewal for a period of 15 years of the ‘’Beneficiary permit’’ which confirms that the Corporation meets mining compliance in Honduras; the environmental permit was approved and validated.

On May 17, 2017, the Corporation acquired, through its wholly owned Honduran subsidiary, the property, attributed to the Corporation by the Ministry of Mines of Honduras, which is composed of one claim covering approximately 775 hectares and located in the Valle Department, Honduras. (See section 2-b)).

c) Lac Bachelor, Lebel-sur-Quevillon area – Canada (Quebec)

On May 2, 2023, the Corporation staked 120 claims in Northern Quebec province, Canada, for a total cost of $9,000. The Lessard property, Perigny property and Nicobi property are the three area of interest for lithium, in the Lebel-sur-Quevillon area.

9 Accounts payable and accrued liabilities

Accounts payable and accrued liabilities
Accounts payable
Accrued and other liabilities (a)
Balance – End of period
September 30
2023
December 31
2022
$
$
421,958
339,729
3,022,560
2,746,387
3,444,518
3,086,116

As at September 30th, 2023, the accrued and other liabilities include a provision of $431,736 (2021: $431,736) for tax and other non-compliance penalty and $1,650,881 for the GEM Bahamas legal case. It also includes interest on loans and debenture due to insiders of $342,456 (2022: $270,757) and management fees due of $54,800 (2022: $41,300).

19

Glen Eagle Resources Inc. Notes to condensed consolidated Interim financial statements For the three and nine months periods ended September 30, 2023 and 2022

(in Canadian dollars, except per share amounts)

10 Term loans


Term loans
Balance – Beginning of the period
Increase during the period
Repayment during the period
Current portion
Balance – End of period
September 30
2023
$
December 31
2022
$
560,000
580,000
-
63,678
-
(83,678)
560,000
560,000
(560,000)
(410,000)
-
150,000

A first loan by an insider, of $100,000, is a non-guaranteed loan, that was closed on October 20, 2018 and bared interest at an annual rate of 15%. The loan was due on April 30, 2021 and subsequently extended until June 30, 2024. On December 20, 2021, this loan was repaid in for 1,218,026 shares of the Corporation.

A second loan by an insider, of $150,000, is a non-guaranteed loan due on April 30, 2021 and bears interest at an annual rate of 15%. The interest is payable twice a year on June 30 and December 31. On August 30, 2021, the maturity date of the loan was extended until June 30, 2024.

A third loan by an insider, of $410,000, is a non-guaranteed long-term loan due on May 29, 2023, and bears interest at an annual rate of 12%. The interest is payable monthly.

A fourth loan by an insider, of $20,000, is a non-guaranteed long-term loan due on demand, that was closed on March 10, 2021 and bears interest at an annual rate of 12%. This loan including accrued interest for a total of $23,643, were reimbursed on September 16, 2022.

A bridge loan by a private company of $50,000 us ($63,678 cad), is a non-guaranteed short-term loan due on demand, that was closed on January 31, 2022, bears a $1,000 us interest charge. This loan was repaid during April, 2022.

11 Provision

Balance – Beginning of the period
Increase (decrease) during the period
September 30
2023
$
December 31
2022
$
77,216
69,936
2,001
7,280
79,217
77,216

Asset retirement obligations

During 2017, an asset retirement obligation study was conducted for the subsidiary in Honduras. The liability for asset retirement obligations as at September 30, 2023 is $79,217. The estimated undiscounted

20

Glen Eagle Resources Inc. Notes to condensed consolidated Interim financial statements For the three and nine months periods ended September 30, 2023 and 2022

(in Canadian dollars, except per share amounts)

11 Provision - continued

value of this liability was $105,395 on September 30, 2023 and disbursements are expected to be made in 2031. A discount rate of 5.554% was used to estimate the obligation. Each quarter, the Corporation reviews the expected timing of the cash payments required to settle the obligations, and adjusts the asset retirement obligation accordingly, which also includes foreign exchange differences. During the periods, the increase in asset obligation retirement is due to accretion. The provision is also subject to variation in foreign exchange.

12 Convertible debentures

Debenture - $100,000

Balance – beginning of period
Accretion
Conversion
Current portion
Balance end of period
September 30
2023
December 31
2022
98,461
95,933
1,539
2,528
(100,000)
-
98,461
-
98,461
-
-

On July 18, 2020, the Corporation completed the financing of a $100,000 convertible debenture bearing interest at a rate of 12% per annum and maturing on July 18, 2023. The principal amount of the debenture will be payable at the maturity date and accrued interest will be paid annually on December 31 of each year until maturity date.

The debenture is convertible at $0.12 into common shares. After the end of the first year, the Corporation will be able to force the conversion debentures if the company's stock trades at more than $1.00 for more than 10 consecutive days.

On July 18, 2023, the Corporation and the lender agreed to convert the outstanding principal of $100,000 and accrued interest of $36,000, in exchange for 2,700,000 shares. This settlement resulted in an increase in share capital, a decrease of convertible debentures of $100,000 and a decrease of interest expense and accruals of $36,000.

13 Share capital and warrants

Share capital Authorized

Unlimited number of voting common shares, participating, without par value.

  • a) Issued and fully paid

On April 6[th] , 2022, the Corporation completed the final closing of a private placement for 5,150,333 units at a price of $0.06 per unit for a cash consideration of $309,020. Each unit consists of one common share and one warrant which entitles its holder to purchase one common share at a price of $0.08 per share for 36 months. The fair value of $115,540 was

21

Glen Eagle Resources Inc. Notes to condensed consolidated Interim financial statements For the three and nine months periods ended September 30, 2023 and 2022

(in Canadian dollars, except per share amounts)

13 Share capital and warrants - continued

assigned to the warrant account and the total share issue cost amounted to $5,479. The fair value of the warrants was determined using the Black-Scholes model with the following assumptions: share price of $0.075, expected dividend yield of 0%, expected volatility of 96,3%, risk free rate of 2,4% and expected life of 3 years.

b) Changes in Corporation warrants are as follows:

Share purchase
warrants
Balance – Beginning of
period
Issued
Exercised
Expired
Balance – End ofperiod
September 30
2023
December 31
2022
Number
Weighted
average
exercise
price
$
Number
Weighted
average
exercise
price
$
42,038,902
0.09
-
-
-
-
(31,745,714)
(0.09)
43,476,069
0.09
5,150,333
0.08
(3,000,000)
0.08
(3,587,500)
(0.12)
10,293,188
0.09
42,038,902
0.09
Number of warrants Exercise price
$
Expiry date
December 29, 2023
April 6, 2025
5,142,855
5,150,333
0.085
0.08

14 Share based payments

The Corporation has a stock option plan whereby the Board of Directors may grant to directors, officers or consultants of the Corporation, options to acquire common shares. The Board of Directors has the authority to determine the terms and conditions of the grant of options. The Board of Directors approved a ‘‘Rolling’’ stock option plan (“Plan”) reserving a maximum of 10% of the shares of the Corporation at the time of the stock option grant, with a vesting period allowed of zero up to eighteen months, when the grant of option is made at market price, for the benefit of its directors, officers, employees and consultants. The Plan provides that no single person may hold options representing more than 5% of the outstanding common shares. The number of stock options granted to a beneficiary and the vesting period are determined by the Board of Directors.

The exercise price of any option granted under the Plan is fixed by the Board of Directors at the time of the grant and cannot be less than the market price per common share the day before the grant. The term of an option will not exceed five years from the date of grant. Options are not transferable and can be exercised while the beneficiary remains a director, an officer, an employee or consultant of the Corporation or between three and up to twelve months after the beneficiary has left.

22

Glen Eagle Resources Inc. Notes to condensed consolidated Interim financial statements For the three and nine months periods ended September 30, 2023 and 2022

(in Canadian dollars, except per share amounts)

14 Share based payments - continued

The options granted in 2023 and 2022 were granted at a price equal to the closing market value of the shares, the previous day before the grant. The changes to the number of stock options granted by the Corporation and their weighted average exercise price are as follows:

Stock option
Balance – Beginning of
period
Granted
Expired
Balance – End of period
Options exercisable
End of period
September 30
2023
December 31
2022
Number
Weighted
average
exercise
price
$
10,595,000
0.11
-
(910,000)
0.19
Number
Weighted
average
exercise
price
$
9,685,000
0.10
-
(175,000)
0.22
9,510,000
0.10
9,685,000
0.10
9,510,000
0.10
9,685,000
0.10

Options granted

For the period ended September 30, 2023, the stock-based compensation charged to the consolidated statement of comprehensive loss was Nil (December 2022 – Nil).

As of September 30, 2023, the Corporation had the following stock options outstanding:

Share based payments
Expiry date:
January 24, 2024
June 25, 2024
February 13, 2025
September 18, 2025
July 28, 2026
August 30,2026
October 5, 2026
November 18, 2026
Exercise
price
Exercise
price
Options
granted
Number
of options
exercisable
Remaining
contractual
life (year)
Options
granted
Number
of options
exercisable
Remaining
contractual
life (year)

$
0.13
0.105
0.10
0.10
0.07
0.10
0.125
0.10
350,000
350,000
0,32
1,450,000
1,450,000
0,74
425,000
425,000
1,38
1,700,000
1,700,000
1,97
800,000
800,000
2,83
4,535,000
4,535,000
2,92
150,000
150,000
3,02
100,000
100,000
3,14
9,510,000
9,510,000
2,25

23

Glen Eagle Resources Inc. Notes to condensed consolidated Interim financial statements For the three and nine months periods ended September 30, 2023 and 2022

(in Canadian dollars, except per share amounts)

15 Information included in the consolidated statements of comprehensive income

Cost of sales
Material supplies
Consumables
Salaries, benefits and other expenses
Electricity
Equipment repair and maintenance
Production supplies
Depreciation of plant and equipment
Depreciation vehicle
Variation of finished goods
Variation of work in process inventory
General and administrative
Office expenses and rent
Consulting and management fees
Share base payments
Professional fees
Public company expenses
Depreciation and amortization
Business development
Canon territorial provision
GEM legal case
Three-month
period ended
September 30,
2023
$
Three-month
period ended
September 30,
2022
$
Nine-month
period ended
September 30,
2023
$
Nine-month
period ended
September 30,
2022
$
Three-month
period ended
September 30,
2022
$
Nine-month
period ended
September 30,
2023
$
Nine-month
period ended
September 30,
2022
$
20,066
(4,789)
104,962
(21,578)
(4,986))
5,030
27,924
-
-
-
149,170
8,282
99,705
61,456
41,915
86,184
33,451
6,339
(202,242)
-
69,242
284,451
24,268
126,005
290,179
314,097
76,445
145,523
87,864
188,172
41,982
202,818
107,946
110,785
-
12,551
-
57,736
20,156
-
126,629 284,260 718,082
1,442,138
Three-month
period ended
September 30,
2023
$
Three-month
period ended
September 30,
2022
$
Nine-month
period ended
September 30,
2023
$
Nine-month
period ended
September 30,
2022
$
27,371
100,639
-
44,775
19,456
-
(4,130)
134,748
-
32,255
50,152
109,970
92,526
301,671
272,063
-
-
-
126,523
178,032
350,026
13,840
37,892
44,576
1,615
-
19,951
164,584
65,529
266,966
-
134,748
-
1,252,682
-
1,252,682
322,859 1,684,025
768,024
2,316,234

16 Related party transactions

Remuneration of key management

Key management includes directors and senior executives of the parent company and its subsidiary. The compensation recognized as an expense and paid to key management for services is presented below:

During the period, companies controlled by officers and directors charged an amount of $1200 ($3,600 - 2022) for rent. An amount of $54,800 is due to Officers of the Corporation at the end of the period ($53,115 - 2022).

24

Glen Eagle Resources Inc. Notes to condensed consolidated Interim financial statements For the three and nine months periods ended September 30, 2023 and 2022

(in Canadian dollars, except per share amounts)

16 Related party transactions - continued

Related party transactions
Management fees
Three-month
period ended
September 30,
2023
$
Three-month
period ended
September 30,
2022
$
Nine-month
period ended
September 30,
2023
$
Nine-month
period ended
September 30,
2022
$
100,639
74,275
271,201
249,443
100,639
74,275
271,201
249,443

17 Capital management policies and procedures

The Corporation considers the items included in equity as capital components.

The Corporation’s capital management objectives are:

  • to ensure the Corporation’s ability to continue as a going concern;

  • to increase the value of the assets of the business; and

  • to provide an adequate return to shareholders.

These objectives will be achieved by identifying the right exploration projects, adding value to these projects and ultimately taking them through to production or sale and cash flow, either with partners or by the Corporation’s own means.

The Corporation is not exposed to any externally imposed capital requirements except when the Corporation issues flow-through shares for which amounts should be used for E&E work. There is no dividend policy. Changes in capital are described in the consolidated statements of Changes in Equity and the related notes.

18 Financial instruments

Financial instruments
Amortized cost
Cash
Investment – deposit
Amounts receivable (excluding taxes)
Assets at fair value through profit or
loss
Investment
September 30
2023
$
September 30
2023
$
September 30
2023
$
December 31,
2022
$
December 31,
2022
$
Carrying
amount

Fair value Carrying
amount
Fair value
88,720
8,100
-
88,720
8,100
-
96,820
42,195
8,100
250,000
300,295
42,195
8,100
250,000
300,295
96,820
657,767 657,767 1,740,000 1,740,000
754,587 754,587 2,040,295 2,040,295

25

Glen Eagle Resources Inc. Notes to condensed consolidated Interim financial statements For the three and nine months periods ended September 30, 2023 and 2022

(in Canadian dollars, except per share amounts)

18 Financial instruments - continued

Liabilities – Amortized cost
Accounts payable, accrued
liabilities(1)
Term loans
Convertible debenture
1,361,901
1,361,901
1,151,698
1,151,698
560,000
560,000
560,000
560,000
-
-
98,461
98,461
1,921,901
1,921,901
1,810,159
1,810,159

Measurement categories

  • (1) As at September 30, 2023, the accrued and other liabilities include a provision of $431,736 (2021: $436,736) for tax and other non-compliance penalty and $1,650,881 for the GEM Bahamas legal case.

As explained in Note 3, financial assets and liabilities have been classified into categories that determine their basis of measurement and, for items measured at fair value, whether changes in fair value are recognized in the consolidated statement of comprehensive loss. Those categories are fair value through net loss and amortized cost. The following table shows the carrying values of assets and liabilities for:

Fair values, including valuation methods and assumptions

Financial assets and financial liabilities measured at fair value in the consolidated statement of financial position are grouped into three levels of a fair value hierarchy. The three levels are defined

based on the observability of significant inputs to the measurement, as follows:

  • 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 or indirectly

  • Level 3: unobservable inputs for the asset or liability.

As at September 30, 2023, the carrying values of cash, amounts receivable, investment - deposits, trade payables and accrued liabilities approximate their fair value due to their relative short maturities. The estimated fair value of the term loans and convertible debentures was calculated based on the discounted value of future payments using interest rates that the Corporation could have obtained as at the reporting date for

similar instruments with similar terms and maturities. Their fair value is equivalent to its carrying amount and is categorized in Level 2. The determination of fair value is used of investments is categorized as level 2 and was calculated based on observable equity financings.

Financial risks factors

The Corporation’s activities expose it to a variety of financial risks: market risk (including currency risk, interest rate risk, and price risk), credit risk and liquidity risk. Risk management is carried out by management under policies approved by the board of directors. The board provides written principles for overall risk management, as well as written policies covering specific areas, such as foreign exchange risk, interest rate risk, fair value risk, credit risk, use of derivative financial instruments and nonderivative financial instruments, and investment of excess liquidity. The Corporation’s overall risk management program seeks to minimize potential adverse effects on the Corporation’s financial performance.

26

Glen Eagle Resources Inc. Notes to condensed consolidated Interim financial statements For the three and nine months periods ended September 30, 2023 and 2022

(in Canadian dollars, except per share amounts)

18 Financial instruments – continued

a) Market risk

  • i) Currency risk

On September 30, 2023, the subsidiary of the Corporation has certain transactions in foreign currencies such as the Hondurans Lempira and the US dollar. Consequently, certain assets and liabilities and expenses are exposed to currency fluctuations. The Corporation does not use derivative or hedge instruments to manage foreign exchange risks.

The Corporation’s consolidated statement of financial position contains balances of cash, receivables and payables and accrued liabilities in currencies other than the operation’s relevant functional currency. Accordingly, the Corporation is exposed to foreign exchange risk.

The balances in currencies are as follows as at September 30, 2023 and December 31, 2022:

Cash-A/R-A/P in Lempiras
Cash-A/R-A/P in US $ CAD dollar equivalents
September 30
2023
December 31
2022
8,355,670
3,525,450
6,210
3,429
465,234
198,522

The sensitivity of the Corporation to a variation of 10% in the value of the Honduran Lempira and the US dollar would not have a significant impact on the assets, liabilities and expenses.

ii) Other price risk

Other price risk is defined as the potential adverse impact on the Company's earnings due to movements in individual equity prices or general movements in the level of the stock market. As at September 30, 2023, the Company holds shares of publicly listed companies (Note 5). The Company is exposed to market risk from unfavourable or favourable market conditions. A 10% variation in the stock price would have an impact of $65,777 on net earnings.

b) Credit risk

Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss. The Corporation is subject to concentrations of credit risk through cash, investments - deposit and amounts receivable. The Corporation reduces its credit risk by maintaining part of its cash in financial instruments held with a Canadian chartered bank.

c) Liquidity risk

Liquidity risk is the risk that the Corporation will not be able to meet the obligations associated with its financial liabilities.

Interest income on term deposits measured at amortized cost was nil for the current period (2022- nil). Trade payable and accrued liabilities are due within 90 days.

27

Glen Eagle Resources Inc. Notes to condensed consolidated Interim financial statements For the three and nine months periods ended September 30, 2023 and 2022

(in Canadian dollars, except per share amounts)

18 Financial instruments – continued

As at September 30, 2023, the Corporation is committed to minimum future principal and interest payments for term loans and convertible debentures, as follows:

Year ending December 31, 2023
Year ending December 31, 2024
Term loans
$ (Note 9)
Convertible debenture
$ (Note 11)
Total
$
656,663
-
245,793
-
656,663
245,793
902,456
-
902,456

19 Segmented information

The Corporation operates in 2 different geographic segments located in Canada and Honduras.

September 30, 2023
ASSETS
Current assets
Non-current assets
Property and equipment
Exploration and evaluation assets
Investment long term
Current liabilities
Accounts payable and accrued liabilities
Current portion of term loans
Non-current liability
Provision
Exploration
and
evaluation
(Canada)
$
Recovery of
gold and
silver
(Honduras)
$
Total
$
140,958
131,852
272,810
-
2,191,330
2,191,330
9,000
1
9,001
657,767
-
657,767
2,971,219
473,299
3,444,518
560,000
-
560,000
-
79,217
79,217

28