Golcap Resources Corp. — Audit Report / Information 2023

Jan 25, 2024

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GOLCAP RESOURCES CORP.

Financial Statements (Expressed in Canadian Dollars)

For the years ended September 30, 2023 and 2022

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Independent Auditor's Report

To the Shareholders of Golcap Resources Corp.

Opinion

We have audited the financial statements of Golcap Resources Corp. (the “Company”), which comprise the statement of financial position as at September 30, 2023, and the statement of operations and comprehensive loss, statement of changes in equity (deficiency) and statement of cash flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as at September 30, 2023, and its financial performance and its cash flows for the year then ended in accordance with International Financial Reporting Standards.

Basis for Opinion

We conducted our audit in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in Canada, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements for the year ended September 30, 2023. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

In addition to the matter described in the Material Uncertainty Related to Going Concern section, we have determined the matters described below to be the key audit matters to be communicated in our report.

Assessment of Impairment Indicators of Exploration and Evaluation Assets

Description

Management assesses whether there are indicators of impairment to exploration and evaluation assets when facts and circumstances suggest that the carrying amount of an exploration and evaluation asset may exceed the recoverable amount. Management applies judgement in assessing whether impairment indicators are present. No impairment indicators were identified by management as of September 30, 2023.

This matter was significant to our audit because the carrying value of the Company’s exploration and evaluation assets at September 30, 2023, was $122,738, which represents a significant portion of the Company’s total assets and management applies significant judgement in assessing whether impairment indicators are present. See Note 7 to the financial statements.

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How the Key Audit Matter Was Addressed in the Audit

Our approach to addressing the matter included the following procedures, among others: Evaluated management's assessment as to whether there were any indicators of exploration and evaluation assets, which included the following:

• § Obtained the mineral claim listing held by the Company and confirmed the mineral claims held with the related mining authorities.

• § Considered the Company's intentions to carry out future exploration and evaluation expenditures which included reading Board of Directors' meeting minutes and enquiring as to the intentions and strategy of the Company.

• § Considered the Company's assessment of whether the commercial viability of extracting mineral resources had been demonstrated and whether it was appropriate to continue to classify the costs as capitalized exploration and evaluation assets.

• § Assessed whether there were other changes in circumstances indicating that the exploration and evaluation expenditures may not be recoverable, based on the evidence obtained in other areas of the audit.

Comparative Information

The financial statements of the Company for the year ended September 30, 2022 were audited by another auditor who expressed an unmodified opinion on those financial statements on January 27, 2023.

Material Uncertainty Related to Going Concern

We draw attention to Note 1 in the financial statements, which indicates that the Company had an accumulated deficit of $2,034,938 and a working capital deficit of $125,128 at at September 30, 2023. As stated in Note 1, these events or conditions, along with other matters as set forth in Note 1, indicate that a material uncertainty exists that may cast significant doubt on the Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.

Other Information

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

Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

We obtained Management's Discussion and Analysis prior to the date of this auditor's report. If, based on the work we have performed on this other information, we conclude that there is a material misstatement of this other information, we are required to report that fact in this auditor's report. We have nothing to report in this regard.

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

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

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In preparing the financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Company's financial reporting process.

Auditor's Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Canadian generally accepted auditing standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• § Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• § Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.

• § Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

• § Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.

• § Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

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From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partner on the audit resulting in this independent auditor's report is Trevor Nakanishi.

"D&H Group LLP"

Vancouver, B.C. January 25, 2024 Chartered Professional Accountants

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GOLCAP RESOURCES CORP.

Statements of Financial Position (Expressed in Canadian dollars) As at September 30, 2023 and 2022

	September 30,	September 30,
	2023	2022
	$	$
Assets
Current Assets
Cash	3,994	990
Amounts receivable (note 4)	6,097	7,924
Prepaid expenses (note 5)	-	5,000
Investments(note 6)	19,863	115,390
	29,954	129,304
Non-current Assets
Explorationassets (note7)	122,738	122,238
	152,692	251,542
Liabilities and Equity (Deficiency)
Current Liabilities
Accounts payable and accrued liabilities	155,082	265,476
Due to relatedparty	-	5,000
	155,082	270,476
Equity (Deficiency)
Share capital (notes 9)	1,867,700	1,567,700
Reserve	164,848	164,848
Accumulated deficit	(2,034,938)	(1,751,482)
	(2,390)	(18,934)
	152,692	251,542

Going Concern (note 1)

Subsequent Events (note 13)

Approved on behalf of the Board:

“Christopher Reynolds” “Alan Tam” Christopher Reynolds, CEO and Director Alan Tam, CFO

Alan Tam, CFO

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

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GOLCAP RESOURCES CORP.

Statements of Operations and Comprehensive Loss (Expressed in Canadian dollars) For the years ended September 30, 2023 and 2022

	September 30,	September 30,
	2023	2022
	$	$
Expenses:
Consulting fees	144,000	168,000
General and administration	4,917	17,955
Management fees (note 10)	32,000	30,667
Professional fees (note 10)	69,556	71,923
Regulatory	19,477	32,159
Share-based compensation	-	-
Loss before other income (expense)	(269,950)	(320,704)
Interest income	-	1,070
Realized gain on sale of marketable securities (note 6)	20,996	(548,582)
Unrealized loss on marketable securities (note 6)	(34,502)	-
Write off of exploration asset (note 7)	-	(102,500)
Net loss and comprehensive loss for theyear	(283,456)	(970,716)
Net lossper share,basic and diluted(note 9)	(0.03)	(0.10)
Weighted average number of common shares outstanding:
Basic and diluted	9,927,613	9,309,643

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

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GOLCAP RESOURCES CORP.

Statements of Changes in Equity (Deficiency) (Expressed in Canadian dollars) For the years ended September 30, 2023 and 2022

	Number of	Share	Reserve	Accumulated
	shares	capital		deficit	Total
		$	$	$	$
Balance September 30, 2021	9,301,855	1,563,623	166,129	(780,766)	948,986
Exercise warrants	9,320	4,077	(1,281)	-	2,796
Net loss for the year	-	-	-	(970,716)	(970,716)
Balance September 30, 2022	9,311,175	1,567,700	164,848	(1,751,482)	(18,934)
Private placement of units	5,000,000	300,000	-	-	300,000
(Note 9)
Net loss for the year	-	-	-	(283,456)	(283,456)
Balance September 30,2023	14,311,175	1,867,700	164,848	(2,034,938)	(2,390)

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

3

GOLCAP RESOURCES CORP.

Statements of Cash Flows (Expressed in Canadian dollars) For the years ended September 30, 2023 and 2022

September 30,	September 30,	September 30,
	2023	2022
	$	$
Cash (used in) provided by:
Operating:
Net loss	(283,456)	(970,716)
Items not involving cash:
Write off of exploration asset	-	102,500
Realized loss on sale of marketable securities	95,527	548,582
Share-based compensation	-	-
Shares issued for listing expense	-	-
Changes in non-cash operating working capital:
Amounts receivable	1,827	1,720
Prepaid expenses	5,000	(5,000)
Accounts payable and accrued liabilities	(110,394)	234,388
Due to relatedparty	(5,000)	5,000
Cash (used in) operating activities	(296,496)	(83,526)
Financing:
Issuance of common shares or units, net of share issuance costs	300,000	-
Exercise of warrants	-	2,796
Cashprovided byfinancingactivities	300,000	2,796
Investing:
Purchase of marketable securities	-	(2,020,389)
Sale of marketable securities	-	1,356,417
Investment in exploration assets	500	-
Cashprovided by (used in)investingactivity	500	(663,972)
Increase (decrease) in cash and cash equivalents	3,004	(744,702)
Cash, beginning of year	990	745,692
Cash,end ofyear	3,994	990
Cash:
Bankdeposits	3,004	990
	3,004	990

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

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GOLCAP RESOURCES CORP. Notes to the Financial Statements (Expressed in Canadian dollars) For the years ended September 30, 2023 and 2022

1. Nature of operations and going concern:

Golcap Resources Corp. (“Golcap” or “the Company”) was incorporated on September 20, 2019 under the Business Corporations Act (British Columbia). The Company’s registered office is located at #2080 – 777 Hornby Street, Vancouver, British Columbia, V6Z 1S4. The Company’s shares are listed on the CSE under the Symbol “GCP”.

The Company is engaged in the exploration of mineral properties and has not yet determined whether any of its properties contain economically recoverable reserves. To date, the Company has not earned any operating revenue and is in the exploration stage. The mining exploration business involves a high degree of risk. The recoverability of the amounts expended on mineral interests by the Company is dependent upon the existence of economically viable reserves, the ability of the Company to obtain necessary financing to complete the exploration and development of its mineral properties and, upon future profitable production, proceeds from disposition of its mineral interest.

These financial statements have been prepared 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. As at September 30, 2023, the Company has no source of revenues, a working capital deficit of $125,128 and an accumulated deficit of $2,034,938 and as such presents material uncertainty that casts significant doubt as to the Company’s ability to continue as a going concern.

Since incorporation, the Company has raised equity financing from investors and expects these funds to provide for its early stage exploration and working capital needs for the next twelve months. Additional fundraising may involve further private placements, convertible debentures, third party earn-ins or joint ventures using debt or equity financing structures, to ensure the continuation of the Company’s operations.

There can be no assurances that the Company will be successful in raising additional cash to finance operations or that the continued support of shareholders will be available. These financial statements have been prepared using the going concern assumption, which assumes that the Company will continue in operation for the foreseeable future. The financial statements do not include any adjustments relating to the recoverability of assets and liabilities that might be necessary should the Company be unable to continue as a going concern.

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GOLCAP RESOURCES CORP. Notes to the Financial Statements (Expressed in Canadian dollars) For the years ended September 30, 2023 and 2022

2. Basis of preparation:

• (a) Statement of compliance:

The financial statements, including comparatives, have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). These financial statements were approved and authorized for issue by the Board of Directors on January 25, 2024.

• (b) Basis of measurement:

These financial statements have been prepared on the historical cost basis, except for certain financial instruments, which are recorded at fair value.

• (c) Functional and presentation currency:

These financial statements are presented in Canadian dollars, which is the functional currency for the Company.

• (d) Use of estimates and judgments:

The preparation of these financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses.

Estimates and assumptions are continuously evaluated and are based on management’s experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. However, actual outcomes can differ from these estimates. Significant judgments made by management in the process of applying accounting policies and that have the most significant effect on the amounts recognized in the financial statements include the recoverability of exploration assets and the application of the going concern assumption.

3. Significant accounting policies:

• (a) Cash and cash equivalents:

Cash includes cash on hand and balances with banks, consisting primarily of operating bank accounts and short-term financial instruments subject to an insignificant risk of change in value.

• (b) Exploration and evaluation assets:

Once the legal right to explore a property has been acquired, all costs related to the acquisition, exploration and evaluation of mineral properties are capitalized. Costs not directly attributable to exploration and evaluation activities, including general and administrative overhead costs, are expensed in the period in which they occur.

When a project is deemed to no longer have commercially viable prospects to the Company, exploration expenditures in respect of that project are deemed to be impaired. As a result, those exploration and evaluation costs, in excess of estimated recoveries, are written off to the statement of operations and comprehensive loss.

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GOLCAP RESOURCES CORP. Notes to the Financial Statements (Expressed in Canadian dollars) For the years ended September 30, 2023 and 2022

3. Significant accounting policies (continued):

• (b) Exploration and evaluation assets (continued):

The Company assesses exploration and evaluation assets for impairment when facts and circumstances suggest that the carrying amount of an asset may exceed its recoverable amount.

• (c) Financial instruments:

• (i) Classification

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

The following table shows the classification of financial instruments under IFRS 9:

Cash	FVTPL
Investments	FVTPL
Accounts payable	Amortized cost
Due to related party	Amortized cost

• (ii) Measurement

Financial assets at FVTOCI

Elected investments in equity instruments at FVTOCI are initially recognized at fair value plus transaction costs. Subsequently they are measured at fair value, with gains and losses recognized in other comprehensive income (loss).

Financial assets and liabilities at amortized cost

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

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GOLCAP RESOURCES CORP. Notes to the Financial Statements (Expressed in Canadian dollars) For the years ended September 30, 2023 and 2022

3. Significant accounting policies (continued):

• (ii) Measurement (continued)

Financial assets and liabilities at FVTPL

Financial assets and liabilities carried at FVTPL are initially recorded at fair value and transaction costs are expensed in profit and loss. Realized and unrealized gains and losses arising from changes in the fair value of the financial assets and liabilities held at FVTPL are included in profit and loss in the period in which they arise. Where management has opted to recognize a financial liability at FVTPL, any changes associated with the Company’s own credit risk will be recognized in other comprehensive income (loss).

• (iii) Impairment of financial assets at amortized cost

The Company recognizes a loss allowance for expected credit losses on financial assets that are measured at amortized cost.

At each reporting date, the Company measures the loss allowance for the financial asset at an amount equal to the lifetime expected credit losses if the credit risk on the financial asset has increased significantly since initial recognition. If, at the reporting date, the financial asset has not increased significantly since initial recognition, the Company measures the loss allowance for the financial asset at an amount equal to the twelve month expected credit losses. The Company shall recognize in profit and loss, as an impairment gain or loss, the amount of expected credit losses (or reversal) that is required to adjust the loss allowance at the reporting date to the amount that is required to be recognized.

• (iv) Derecognition

Financial assets

The Company derecognizes financial assets only when the contractual rights to cash flows from the financial assets expire, or when it transfers the financial assets and substantially all of the associated risks and rewards of ownership to another entity. Gains and losses on derecognition are generally recognized in profit and loss. However, gains and losses on derecognition of financial assets classified as FVTOCI remain within accumulated other comprehensive income (loss).

Financial liabilities

The Company derecognizes financial liabilities only when its obligations under the financial liabilities are discharged, cancelled or expired. Generally, the difference between the carrying amount of the financial liability derecognized and the consideration paid or payable, including any non-cash assets transferred or liabilities assumed, is recognized in profit and loss.

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GOLCAP RESOURCES CORP. Notes to the Financial Statements (Expressed in Canadian dollars) For the years ended September 30, 2023 and 2022

3. Significant accounting policies (continued):

( d) Loss per share:

Basic loss per share is calculated using the weighted average number of shares outstanding during the period. The Company uses the treasury stock method to compute the dilutive effect of options, warrants and similar instruments. Under this method the dilutive effect on loss per share is recognized based on the use of proceeds that could be obtained upon exercise of such options, warrants and similar instruments. It assumes that the proceeds would be used to purchase common shares at the average market price during the period. This calculation generally produces an anti-dilutive effect for loss years.

(e) Income taxes:

Income tax expense comprises current and deferred tax. Current tax and deferred tax are recognized in earnings except to the extent that they relate to a business combination, or to items recognized directly in other comprehensive income.

Current tax is the expected tax payable or receivable on the taxable income or loss for the period using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years.

Deferred tax is recognized in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognized for the following temporary differences: the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable earnings on the acquisition date.

Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the reporting date. Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax assets and liabilities, and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different taxable entities, but they intend to settle current tax assets and liabilities on a net basis or their tax assets and liabilities will be realized simultaneously. A deferred tax asset is recognized for unused tax losses, tax credits and deductible temporary differences, to the extent that it is probable that future taxable profits will be available against which they can be utilized. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized.

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GOLCAP RESOURCES CORP. Notes to the Financial Statements (Expressed in Canadian dollars) For the years ended September 30, 2023 and 2022

3. Significant accounting policies (continued):

(f) Share-based payment transactions:

Share-based payments to employees are measured at the fair value of the instruments issued and amortized over the vesting periods. Share-based payments to non-employees are measured at the fair value of goods or services received or the fair value of the equity instruments issued, if it is determined that the fair value of the goods or services cannot be reliably measured and are recorded at the date the goods or services are received. The corresponding amount is recorded to the share-based payment reserve. The fair value of options is determined using the Black-Scholes Option Pricing Model. The number of shares and options expected to vest is reviewed and adjusted at the end of each reporting period such that the amount recognized for services received as consideration for the equity instruments granted shall be based on the number of equity instruments that eventually vest.

(g) Share capital

The proceeds from the exercise of stock options, warrants and escrow shares are recorded as share capital in the amount for which the option, warrant or escrow share enabled the holder to purchase a share in the Company.

Depending on the terms and conditions of each financing agreement, the warrants are exercisable into additional common shares prior to expiry at a price stipulated by the agreement. Warrants that are part of units are accounted for using the residual method, following an allocation of the unit price to the fair value of the common shares that were concurrently issued. Warrants that are issued as payment for an agency fee or other transactions costs are accounted for as share-based payments.

Commissions paid to agents and other related share issue costs are charged directly to share capital.

4. Amounts receivable:

Amounts receivable is comprised of GST input tax credits receivable.

5. Prepaid expense:

The prepaid expense amount in the prior year was comprised of a $5,000 retainer paid to a law firm.

6. Investments:

Investments relate to an equity portfolio at a brokerage firm. The Company has elected to classify these financial assets at fair value through profit and loss (“FVTPL”). Therefore, they have been initially recognized at fair value and will be subsequently measured at fair value with gains and losses recognized in income (loss).

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GOLCAP RESOURCES CORP.

Notes to the Financial Statements (Expressed in Canadian dollars) For the years ended September 30, 2023 and 2022

7. Exploration assets:

	Tulameen Property $
	Opening balance 122,238 Additions: 500 Write off: -
	Balance, September30,2023 122,738
	Comprised of:
	Licenses and permits 500 Geological and geophysical costs 99,850 Staking costs 2,456 Survey costs 19,932
	Balance, September30,2023 122,738
	Tulameen Property $
	Opening balance 224,738 Write off: (102,500)
	Balance, September30,2022 122,238
	Comprised of:
	Geological and geophysical costs 99,850 Staking costs 2,456 Survey costs 19,932
	Balance, September30,2022 122,238

The Tulameen property (the “Property”) consists of two mineral claims totalling 1,738.29 hectares situated west of Otter Lake in southern British Columbia.

On October 10, 2019, the Company staked the Redcap tenure consisting of 1,403.33 hectares and on October 19, 2019, staked the SGBG TIP tenure consisting of 334.96 hectares.

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GOLCAP RESOURCES CORP.

Notes to the Financial Statements (Expressed in Canadian dollars) For the years ended September 30, 2023 and 2022

7. Exploration assets (continued):

On February 22, 2021, the Company entered into an option agreement with a third party to increase the Property land package to 3,938 hectares. Under the agreement, the Company had the exclusive right and option to acquire 100% interest by issuing shares and incurring exploration expenditures under the following schedule:

Date	Shares	Exploration Expenditures
OntheEffectiveDate	250,000 (issued)	Nil
Year 1 Anniversary Date	500,000	Greater of $25,000 or amount required to keep the Property in good standing
Year 2 Anniversary Date	750,000	Greater of $50,000 or amount required to keep the Property in good standing
Year 3 Anniversary Date	1,000,000	$100,000
Total	2,500,000	$175,000

Prior to the Year 1 Anniversary Date, the Company abandoned further exploration due to results of poor preliminary mineral samples and the acquisition amount of $102,500 was written off. No other payments are required.

8. Financial instruments:

• (a) Fair values

Assets and liabilities measured at fair value on a recurring basis are presented on the Company’s statement of financial position as at September 30, 2023 as follows:

	Fair Value Measurements Using Quoted prices in active markets for identical instruments (Level 1) $ Significant other observable inputs (Level 2) $ Significant unobservable inputs (Level 3) $ Balance as at September 30, 2023 $
Cash and cash equivalents Investments	3,994 - - 3,994 19,863 - - 19,863

The fair values of other financial instruments, which include accounts payable and due to related party, approximate their carrying values due to the nature and relatively short-term maturity of these instruments.

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GOLCAP RESOURCES CORP. Notes to the Financial Statements (Expressed in Canadian dollars) For the years ended September 30, 2023 and 2022

8. Financial instruments (continued):

(b) Financial risk management:

The following provides disclosures relating to the nature and extent of the Company’s exposure to risks arising from financial instruments, including credit risk, liquidity risk, foreign currency risk and interest rate risk, and how the Company manages those risks.

( i ) Credit risk:

Credit risk is the risk that one party to a financial instrument will cause a financial loss for the other party by failing to discharge an obligation. The Company’s maximum credit risk is equal to the carrying values of cash and cash equivalents and investments.

The Company manages such risk by holding cash as operating bank accounts with Canadian chartered banks with minimum DBRS ratings of AA (S&P AA-) and marketable securities in a brokerage account with Research Capital Corporation.

( ii ) Liquidity risk:

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The ability to do this relies on the Company raising equity financing in a timely manner and by maintaining sufficient cash in excess of anticipated needs.

All of the Company’s contractual obligations have maturities of one year or less:

	Carrying	Contractual	Within	Within	Within
	Amount	Cash Flows	1 year	2 years	3 years
	$	$	$	$	$
As at September 30, 2023
Accounts payable	155,082	155,082	155,082	–	–
Total	155,082	155,082	155,082	–	–
As at September 30, 2022
Accounts payable	206,425	206,425	206,425	–	–
Due to related party	5,000	5,000	5,000	–	–
Total	211,425	211,425	211,425	–	–

( iii ) Foreign currency risk:

Foreign currency risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates.

The Company does not have any significant transactions in foreign currencies and therefore is not exposed to significant foreign currency risk.

(iv) Interest rate risk:

Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates.

The Company is not exposed to significant interest rate risk.

13

GOLCAP RESOURCES CORP. Notes to the Financial Statements (Expressed in Canadian dollars) For the years ended September 30, 2023 and 2022

9. Share capital:

• (a) Authorized and outstanding share capital:

Unlimited voting, participating common shares, with no par value.

As at September 30, 2023, there were 14,311,175 common shares outstanding of which 175,000 common shares are being held in escrow. Effective at the opening for trading on May 10, 2022 the shares of the Company commenced trading on a 3:1 consolidated basis and is reflected as such throughout these financial statements.

• (b) Issued share capital:

On December 1, 2021, the Company issued 9,320 common shares for the exercise of 9,320 warrants and realized gross proceeds of $2,796.

On August 17, 2023, the Company closed a non-brokered private placement of 5,000,000 units at a price of $0.06 per Unit, for gross proceeds of $300,000. Each Unit consists of one common share of the Company and one common share purchase warrant exercisable into one common share of the Company at a price of $0.075 per warrant for a period of 60 months from the closing date.

• (c) Loss per share computation:

The following table sets forth the computation of loss per common share:

	Year ended	Year ended
	September30,2023	September30,2022
Loss for the year	$ (283,456)	$ (970,716)
Weighted average, commonshares outstanding	9,927,613	9,309,643
Lossper share,basic and diluted	$ (0.03)	$ (0.10)

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GOLCAP RESOURCES CORP.

Notes to the Financial Statements (Expressed in Canadian dollars) For the years ended September 30, 2023 and 2022

9. Share capital (continued):

(d) Share Purchase Warrants:

A summary of the warrant transactions during the year ended September 30, 2023 and 2022 is as follows:

	Number of Warrants	Weighted Average
		Exercise Price
		$
Balance September 30, 2021	5,485,610	0.90
Issued during the period
Exercised warrants	(9,320)	0.30
Expired warrants	(2,142,957)	0.88
Balance September 30, 2022	3,333,333	0.225
Privateplacement unit warrants	5,000,000	0.075
Balance September 30, 2023	8,333,333	0.135

The following warrants are outstanding at September 30, 2023:

Number of warrants	Exercise price per warrant	Expiry date
	$
3,333,333	0.225	July 28, 2026
5,000,000	0.075	August 17, 2028

As at September 30, 2023, the weighted average life of warrants outstanding was 4.06 years.

(e) Share Purchase Options:

The Company did not grant any options for the years ended September 30, 2023 or 2022.

The following options are outstanding and exercisable at September 30, 2023:

Number of options	Exercise price per option	Expiry date
	$
553,333	0.30	December 22, 2025
25,000	0.51	August 20,2026
578,333

As at September 30, 2023, the weighted average life of options outstanding was 2.26 years.

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GOLCAP RESOURCES CORP. Notes to the Financial Statements (Expressed in Canadian dollars) For the years ended September 30, 2023 and 2022

10. Related party transactions and balances:

Key management personnel include the Company’s CEO, CFO, and directors.

• (a) Balances with related parties:

As at September 30, 2023, there was $23,500 owed to the most recent former CEO, $16,000 owed to a company controlled by the CFO, in accounts payable and accrued liabilities. As at September 30, 2022, there was $8,000 owed to the most recent former CEO, $5,250 owed to a company controlled by the CFO and $18,860 owed to a related company Crest Resources Inc. (a company with a common CFO), in accounts payable and accrued liabilities.

• (b) Compensation paid to key management personnel during the years ended September 30, 2023 and 2022 was:

	Year ended	Year ended
	September 30,	September 30,
	2023	2022
	$	$
Management fees (former CEO)	-	(17,333)
Management fees (most recent former CEO)	20,000	48,000
Management fees (director)	12,000	-
Professional fees	42,000	30,000
Rent (in General and administration)	-	13,200

On November 12, 2021, a former CEO returned a portion of the prior year management fee termination benefit back to the Company.

The management fees recovery is a result of the return of $17,333 in prior year May 31, 2021 management fees (net of GST), which was negotiated after the resignation of the former CEO.

On August 17, 2023, the CFO participated in the private placement of units subscribing for 100,000 units for gross proceeds of $6,000. In addition, a related party to the CEO participated in the private placement of units subscribing for 500,000 units for gross proceeds of $30,000.

The related party transactions are in the normal course of operations and have been measured at the amount of consideration established and agreed to by the related parties.

11. Capital management:

Since inception, the Company’s objective in managing capital is to ensure sufficient liquidity to finance its exploration and evaluation activities and general and administrative expenses. The Company is not exposed to external requirements by regulatory agencies or third parties regarding its capital. The Company considers capital to include all components of equity.

To maintain or adjust the capital structure, the Company may attempt to issue new shares or issue new debt.

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GOLCAP RESOURCES CORP. Notes to the Financial Statements (Expressed in Canadian dollars) For the years ended September 30, 2023 and 2022

12. Income tax:

A reconciliation of income taxes at statutory rates with reported income taxes is as follows:

Loss for the year Canadian statutory income tax rate Expected income tax recovery Permanent differences and other Change in unrecognized deferred tax assets Income taxexpense (recovery)	Year Ended September 30, Year Ended September 30, 2023 2022
	$ (283,456) $ (970,716)
	27% 27% (77,000) (262,000) 2,000 1,000 75,000 261,000
	$ - $ -

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

Deferred income tax assets (liabilities): Non-capital loss carry forward Capital losses Mineral properties Financing costs Investments–fair value	2023 2022
	$ 341,000 $ 410,000 71,000 - 20,000 28,000 7,000 9,000 5,000 -
Unrecognized deferred income tax assets	444,000 447,000
Net deferred income tax assets	$- $-

The Company has approximately $1,264,130 of non-capital losses for tax purposes which may be used to reduce income taxes of future years and will expire from 2039 to 2043. The Company has approximately $73,700 in resource pools that can be used to reduce income taxes of future years relating to the Company’s exploration assets.

Tax attributes are subject to review, and potential adjustment, by tax authorities.

13. Subsequent events:

On October 27, 2023, the Company closed a non-brokered private placement of 3,000,000 warrants at a price of $0.05 per warrant, for gross proceeds of $150,000. Each common share purchase warrant is exercisable into one common share of the Company at a price of $0.025 per warrant for a period of 60 months from the closing date.

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