Golcap Resources Corp. — Interim / Quarterly Report 2025

Mar 3, 2025

Golcap
Resources

GOLCAP RESOURCES CORP.

Condensed Interim Consolidated Financial Statements
(Unaudited - expressed in Canadian Dollars)

For the Three Months Ended December 31, 2024 and 2023

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NOTICE OF NO AUDITOR REVIEW OF 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 condensed interim consolidated 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 have been prepared by and are the responsibility of management.

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

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GOLCAP RESOURCES CORP.
Condensed Interim Consolidated Statements of Financial Position
(Unaudited - expressed in Canadian dollars)

	Note	December 31, 2024 $	September 30, 2024 $
ASSETS
CURRENT
Cash		72,002	2,689
Accounts receivable		3,724	6,201
Prepaid expenses		32,420	33,413
Investments	3	219,375	262,500
		327,521	304,803
Exploration and evaluation assets	4	1,651,412	1,679,597
TOTAL ASSETS		1,978,933	1,984,400
LIABILITIES
CURRENT
Accounts payable and accrued liabilities	7	836,550	787,699
Loans payable	5	90,456	8,119
		927,006	795,818
NON-CURRENT
Loans payable	5	72,312	-
Total Liabilities		999,318	795,818
SHAREHOLDERS' EQUITY
Share capital	6	3,359,765	3,359,765
Reserves	6	164,848	164,848
Accumulated other comprehensive income		(45,481)	(16,509)
Retained earnings (deficit)		(2,499,517)	(2,319,522)
		979,615	1,188,582
TOTAL LIABILITIES AND EQUITY		1,978,933	1,984,400

Subsequent Event (Note 11)

"Christopher Reynolds" Director "Justin Corinella" Director

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

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GOLCAP RESOURCES CORP.

Condensed Interim Consolidated Statements of Income (Loss)

For the Three Months Ended December 31, 2024 and 2023

(Unaudited - expressed in Canadian dollars)

	Note	2024 $	2023 $
Expenses
Consulting fees	7	75,841	30,000
General and administration		33,256	407
Interest	5	15,410	1,896
Professional fees	7	6,781	4,456
Regulatory		5,582	4,539
Loss before other items		(136,870)	(41,298)
Unrealized gain (loss) on investments	3	(43,125)	69,121
Net income (loss) for the period		(179,995)	27,823
Foreign currency translation adjustment		(28,972)	-
Comprehensive income (loss) for the period		(208,967)	27,823
Basic and diluted earnings (loss) per share		(0.01)	0.00
Weighted average number of common shares outstanding		24,692,334	14,311,175

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

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GOLCAP RESOURCES CORP.

Condensed Interim Consolidated Statements of Changes in Equity

For the Three Months Ended December 31, 2024 and 2023

(Unaudited - expressed in Canadian dollars)

	Common shares
	Number of Shares #	Amounts $	Reserves $	Accumulated other comprehensive income $	Retained Earnings (Deficit) $	Total Equity $
Balance, September 30, 2023	14,311,175	1,867,700	164,848	-	(2,034,938)	(2,390)
Issuance of warrants	-	-	150,000	-	-	150,000
Loss for the period	-	-	-	-	27,823	27,823
Balance, December 31, 2023	14,311,175	1,867,700	314,848	-	(2,007,115)	175,433
Warrant exercises	5,033,333	382,500	(150,000)	-	-	232,500
Acquisition of exploration assets	5,347,826	1,109,565	-	-	-	1,109,565
Net loss for the period	-	-	-	(16,509)	(312,407)	(328,916)
Balance, September 30, 2024	24,692,334	3,359,765	164,848	(16,509)	(2,319,522)	1,188,582
Net loss for the period	-	-	-	(28,972)	(179,995)	(208,967)
Balance, December 31, 2024	24,692,334	3,359,765	164,848	(45,481)	(2,499,517)	979,615

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

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GOLCAP RESOURCES CORP.
Condensed Interim Consolidated Statements of Cash Flows
For the Three Months Ended December 31, 2024 and 2023
(Unaudited - expressed in Canadian dollars)

| | December 31, 2024
$ | December 31, 2023
$ |
| --- | --- | --- |
| OPERATING ACTIVITIES | | |
| Net income (loss) for the period | (179,995) | 27,823 |
| Items not involving cash | | |
| Accrued interest | 15,410 | 1,896 |
| Unrealized (gain) loss on investments | 43,125 | (69,121) |
| Foreign exchange on cash | (928) | - |
| Changes in non-cash working capital | | |
| Accounts receivable | 2,477 | (1,877) |
| Prepaid expenses | 993 | (148,230) |
| Accounts payable and accrued liabilities | 48,851 | 27,676 |
| | (70,067) | (161,833) |
| INVESTING ACTIVITY | | |
| Purchase of investments | - | (150,000) |
| | - | (150,000) |
| FINANCING ACTIVITIES | | |
| Warrant issuances | - | 150,000 |
| Loans received | 139,380 | 158,000 |
| | 139,380 | 308,000 |
| Change in cash for the period | 69,313 | (3,833) |
| Cash, beginning of the period | 2,689 | 3,994 |
| Cash, end of period | 72,002 | 161 |

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

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GOLCAP RESOURCES CORP.

Notes to the Condensed Interim Consolidated Financial Statements

For the Three Months Ended December 31, 2024 and 2023

(Unaudited - expressed in Canadian dollars)

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 #830 – 999 West Broadway, Vancouver, British Columbia, V5Z 1K5. 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 condensed interim consolidated 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 December 31, 2024, the Company has no source of revenues, a working capital deficit of $599,485 and an accumulated deficit of $2,499,517 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.

2. Basis of Preparation

Statement of compliance

These unaudited condensed interim consolidated financial statements have been prepared in accordance with IFRS Accounting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB") applicable to the preparation of interim financial statements, including IAS 34, Interim Financial Reporting. The condensed interim consolidated financial statements should be read in conjunction with the annual financial statements for the year ended September 30, 2024.

The Company uses the same accounting policies and methods of computation as in the annual financial statements for the year September 30, 2024.

The condensed interim consolidated financial statements of the Company have been prepared on an accrual basis and are based on historical costs, except for certain financial assets and liabilities that are measured at fair value. The condensed interim consolidated financial statements are presented in Canadian dollars unless otherwise noted.

The condensed interim consolidated financial statements were approved by the board and authorized for issue on March 3, 2025.

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GOLCAP RESOURCES CORP.

Notes to the Condensed Interim Consolidated Financial Statements

For the Three Months Ended December 31, 2024 and 2023

(Unaudited - expressed in Canadian dollars)

Basis of consolidation

The condensed interim consolidated financial statements include the financial statements of the Company and its subsidiaries, which are controlled by the Company. Control is achieved when the parent company is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Specifically, the Company controls an investee if, and only if, the Company has all of the following:

(i) power over the investee (i.e. existing rights that give it the current ability to direct the relevant activities of the investee);
(ii) exposure, or rights, to variable returns from its involvement with the investee; and
(iii) the ability to use its power over the investee to affect its returns.

The financial statements of the subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases. All significant inter-company transactions, balances, income and expenses are eliminated on consolidation. The following is a list of the Company's operating subsidiaries:

Name of Entity	Jurisdiction of incorporation	Ownership interest as at December 31, 2024	Ownership interest as at September 30, 2024
NewPeak Finland Oy.	Finland	100%	100%
Kultatie Holding Oy	Finland	100%	100%
Kultatie Oy	Finland	83%	83%

3. Investments

Investments relate to shares held in marketable securities. 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).

Changes in the Company's investments during the periods ended December 31, 2024 and September 30, 2024 were as follows:

	$
Balance, September 30, 2023	19,863
Additions	150,000
Disposals	(13,450)
Realized loss on sale	(130,968)
Unrealized gain	237,055
Balance, September 30, 2024	262,500
Unrealized loss	(43,125)
Balance, December 31, 2024	219,375

As at December 31, 2024 and September 30, 2024, investments entirely consisted of Mineral Road Discovery Inc. ("Road"), a related party with a common officer.

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GOLCAP RESOURCES CORP.

Notes to the Condensed Interim Consolidated Financial Statements

For the Three Months Ended December 31, 2024 and 2023

(Unaudited - expressed in Canadian dollars)

4. Exploration and Evaluation Assets

	Tulameen	Kogaluk	Finland
Acquisition cost
Balance, September 30, 2023	122,738	-	-	122,738
Acquisition costs	-	240,000	1,329,763	1,569,763
Foreign exchange	-	-	(12,904)	(12,904)
Balance, September 30, 2024	122,738	240,000	1,316,859	1,679,597
Foreign exchange	-	-	(28,185)	(28,185)
Balance, December 31, 2024	122,738	240,000	1,288,674	1,651,412

Tulameen

The Tulameen property ("Tulameen") consists of two mineral claims totalling 1,738 hectares situated west of Otter Lake in southern British Columbia. On October 10, 2019, the Company staked the Redcap tenure consisting of 1,403 hectares and on October 19, 2019, staked the SGBG TIP tenure consisting of 334 hectares.

Kogaluk

On May 2, 2024, the Company entered into an option agreement to acquire the Kogaluk Gold Project ("Kogaluk") located in the Ungava Peninsula of northern Quebec. Through the option agreement, the Company will acquire a portion of the claims from 1459992 B.C. Ltd., a related party controlled by a director. Per the terms of the acquisition agreement the Company can acquire a 100% interest by completing the following:

• Issue 1,000,000 common shares of the Company (Issued and fair valued at $240,000),
• Make annual cash payments of $50,000 by May 2, 2025, $100,000 by May 2, 2026 and $150,000 by May 2, 2027; and the following success-based payments
• $500,000 on the completion of a positive feasibility study or the calculation of a resource estimate that totals 500,000 ounces of gold in the Measured + Indicated category that is contained within a NI 43-101 Technical Report. "
• $5,000,000 90 days after the start of commercial production.

The vendor will retain a 2% Net Smelter Royalty ("NSR") with 1% available for repurchase for $2,000,000.

Finland Gold

On June 24, 2024, the Company acquired certain orogenic gold exploration projects in southern Finland (the "Finland Properties") through the acquisition of NewPeak Finland Oy and Kultatie Holding Oy from NewPeak Metals Pty Ltd. The original acquisition agreement was assigned by 1459992 B.C. Ltd., a related party controlled by a director. Upon completion of the transaction NewPeak Finland Oy and Kultatie Holding Oy from NewPeak Metals Pty Ltd. became wholly-owned subsidiaries of the Company. The Company also acquired 83.6% of Kultatie Oy a subsidiary of Kultatie Holding Oy. Terms of the agreement are as follows:

• Issue 4,347,826 common shares of the Company (issued)
• Staged cash payments of $500,000 in the first 12 months (Accrued); and
• Success payments of $1,500,000 upon reporting 500,000 ounces of gold within the Indicated category (JORC code) with half of the success payment payable in common shares of the Company.

It was determined that at the acquisition date of June 24, 2024, the activities of NewPeak Finland Oy and Kultatie Holding Oy did not constitute that of a business as defined by IFRS 3 and the acquisition was accounted for as an asset acquisition.

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GOLCAP RESOURCES CORP.

Notes to the Condensed Interim Consolidated Financial Statements

For the Three Months Ended December 31, 2024 and 2023

(Unaudited - expressed in Canadian dollars)

The purchase price was allocated as follows:

	$
Current assets	33,159
Cash	9,884
Mineral claims	1,329,763
Accounts payable	(3,241)
	1,369,565

The results of NewPeak Finland Oy, Kultatie Holding Oy and Kultatie Oy are consolidated from the date of acquisition.

5. Loans Payable

On November 23, 2023, the Company received $140,000 from Road, a related party with a common office, the amount was due on May 23, 2024, and bore simple interest at 7% per annum. During the year ended September 30, 2024, the Company repaid the principal balance of $140,000 and accrued interest of $5,411.

On November 27, 2023, the Company received $8,000 from Road, the amount was due on May 27, 2024, and bore simple interest at 7% per annum. During the year ended September 30, 2024, the Company repaid the principal balance of $80,000 and accrued interest of $310.

On November 29, 2023, the Company received $10,000 from Road, the amount was due on May 29, 2024 and bore simple interest at 7% per annum. During the year ended September 30, 2024, the Company repaid the principal balance of $10,000 and accrued interest of $378.

On June 18, 2024, the Company received $8,000 from Road, the amount is due on June 18, 2026 and bears simple interest at 5% per annum. During the three months ended December 31, 2024, the Company recorded $102 of interest and the total owing as at December 31, 2024 was $8,221 (September 30, 2024 - $8,119).

On December 19, 2024, the Company received $14,000 from Road, the amount is due on December 19, 2026 and bears simple interest at 5% per annum. During the three months ended December 31, 2024, the Company recorded $25 of interest and the total owing as at December 31, 2024 was $14,025 (September 30, 2024 - $nil).

On December 23, 2024, the Company received $50,000 from Road, the amount is due on December 23, 2026 and bears simple interest at 5% per annum. During the three months ended December 31, 2024, the Company recorded $62 of interest and the total owing as at December 31, 2024 was $50,062 (September 30, 2024 - $nil).

On December 30, 2024, the Company's wholly owned subsidiary NewPeak Finland Oy received a short term loan from a director of NewPeak Finland Oy for 50,000 Euro. The loan matures on February 28, 2025 and has a fixed interest amount of 10,000 Euro. As at December 31, 2024, the Company has recorded the full amount of interest as payable and the total owing is $90,456 (Euro - 60,000)

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GOLCAP RESOURCES CORP.

Notes to the Condensed Interim Consolidated Financial Statements

For the Three Months Ended December 31, 2024 and 2023

(Unaudited - expressed in Canadian dollars)

6. Share Capital

a) Authorized and outstanding share capital:

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

b) Issued and Outstanding

As at December 31, 2024 the Company had 24,692,334 common shares outstanding, of which 175,000 were held in escrow.

There were no share issuances during the period ended December 31, 2024.

Share issuances during the year ended September 30, 2024:

• On June 11, 2024, the Company issued 1,000,000 common shares, fair valued at $240,000, pursuant to the Kogaluk property acquisition (Note 4)
• On June 24, 2024, the Company issued 4,347,826 common shares, fair valued at $869,565, pursuant to the acquisition of the Finland Properties (Note 4).
• During the year ended September 30, 2024, the Company issued 5,033,333 shares pursuant to the exercise of warrants for gross proceeds of $232,500. The Company reallocated $150,000 of reserves to share capital.

c) Stock options

The Company has a Stock Option Plan (the "Plan") for directors, officers, employees and consultants of the Company. Options are exercisable for periods of up to ten years, as determined by the Board of Directors of the Company, to purchase common shares of the Company at a price not less than the discounted market price on the date of the grant. The maximum number of shares which may be issuable under the Plan cannot exceed 10% of the total number of issued and outstanding common shares on a non-diluted basis.

Details of stock options outstanding and exercisable as at December 31, 2024 are as follows:

Expiry Date	Exercise Price $	Outstanding
December 22, 2025	0.30	553,333
August 20, 2026	0.51	25,000
		578,333

The weighted average remaining contractual life of stock options outstanding at December 31, 2024 was 1.00 years (September 30, 2024 – 1.26 years).

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GOLCAP RESOURCES CORP.
Notes to the Condensed Interim Consolidated Financial Statements
For the Three Months Ended December 31, 2024 and 2023
(Unaudited - expressed in Canadian dollars)

d) Warrants

A summary of the Company's share purchase warrants as at December 31, 2024 and September 30, 2024 and the changes for the periods then ended is presented below:

	Number of Warrants	Weighted Average Exercise Price
		$
Balance, September 30, 2023	8,333,333	0.135
Issued	3,000,000	0.05
Exercised	(5,033,333)	0.05
Balance, September 30, 2024 and December 31, 2024	6,300,000	0.15

As at December 31, 2024, the Company had outstanding and exercisable warrants as follows:

Expiry Date	Number of warrants	Exercise Price $	Weighted Average Period (years)
July 28, 2026	3,300,000	0.225	1.57
August 17, 2028	3,000,000	0.075	3.63
	6,300,000	0.15	2.55

1. Related Party Transactions

Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Related parties may be individuals or corporate entities. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties.

Key Management Compensation

Key management personnel are persons responsible for planning, directing and controlling the activities of an entity, and include directors, the chief executive officer ("CEO") and chief financial officer ("CFO") of the Company. Key management personnel compensation during the three months ended December 31, 2024 and 2023 was comprised of the following:

	2024	2023
	$	$
Professional fees	9,083	-
	9,083	-

During the three months ended December 31, 2024 the Company incurred consulting fees of $47,250 (2023 - $30,000) paid to 1459992 B.C. Ltd. and 1460765 B.C. Ltd., both of which are related parties.

As at December 31, 2024 the Company had $198,271 (September 30, 2024 - $143,939) owing to related parties, the amounts owing were non-interest bearing and due on demand. See also Note 4 and 5.

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GOLCAP RESOURCES CORP.
Notes to the Condensed Interim Consolidated Financial Statements
For the Three Months Ended December 31, 2024 and 2023
(Unaudited - expressed in Canadian dollars)

8. Financial Instruments

Fair Values and Classification of Financial Instruments

The Company's financial instruments consist of cash, investments, accounts receivable, accounts payable and accrued liabilities and loans payable. Financial instruments are classified into one of the following categories: FVTPL, FVTOCI, or amortized cost. The carrying values of the Company's financial instruments are classified into the following categories:

Financial Instrument	Category	December 31, 2024 $	September 30, 2024 $
Cash	FVTPL	72,002	2,689
Investments	FVTPL	219,375	262,500
Accounts receivable	Amortized cost	3,724	6,201
Accounts payable	Amortized cost	836,550	787,699
Loans payable	Amortized cost	162,768	8,119

IFRS 7, Financial Instruments: Disclosures, establishes a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The fair value hierarchy has the following levels:

Level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities;

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

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

Investments are measured at fair value on a recurring basis using level 1 inputs

The fair value of the Company's cash, accounts receivable, accounts payable and loans payable approximates their carrying value as at December 31, 2024 and September 30, 2024 because of the demand nature or short-term maturity.

Financial risk management objectives and policies

The risks associated with the Company's financial instruments and the policies on how to mitigate these risks are set out below. Management manages and monitors these exposures to ensure appropriate measures are implemented in a timely and effective manner.

Currency risk

The majority of Company's expenses are denominated in Canadian dollars. The Company's corporate office is based in Canada and current exposure to exchange rate fluctuations is minimal.

The Company does not have any significant foreign-currency-denominated monetary liabilities. The principal business of the Company is the identification and evaluation of assets or a business and once identified or evaluated, to negotiate an acquisition or participation in a business subject to receipt of shareholder approval and acceptance by regulatory authorities.

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. As at December 31, 2024, the Company had current assets of $327,521 and current liabilities of $927,006.

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GOLCAP RESOURCES CORP.

Notes to the Condensed Interim Consolidated Financial Statements

For the Three Months Ended December 31, 2024 and 2023

(Unaudited - expressed in Canadian dollars)

Interest rate risk

The Company is exposed to interest rate risk on the variable rate of interest earned on bank deposits. The fair value interest rate risk on bank deposits is insignificant as the deposits are short-term.

The Company has not entered into any derivative instruments to manage interest rate fluctuations.

Credit risk

Credit risk is the risk of loss associated with the counterparty's inability to fulfill its payment obligations. Financial instruments that potentially subject the Company to concentrations of credit risks consist principally of cash. To minimize the credit risk, the Company places these instruments with a high-quality financial institution. As at December 31, 2024, the Company's maximum credit risk is the carrying value of cash and accounts receivable.

9. 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.

10. Segment Disclosure

As at December 31, 2024 the Company's only reportable segment is the exploration and evaluation of mineral assets and it has operations in two geographical areas, Canada and Finland.

	Three months ended December 31,
	2024	2023
	$	$
Net income (loss)
Canada	(102,202)	27,823
Finland	(77,793)	-
	(179,995)	27,823
	December 31, 2024	September 30, 2024
	$	$
Assets
Canada	588,188	632,022
Finland	1,390,745	1,352,378
	1,978,933	1,984,400

11. Subsequent Event

On January 22, 2025, the Company announced it had agreed to issue 400,000 common shares of the Company for consideration of $100,000, representing a partial payment of the cash portion of $500,000 owing to NewPeak Metals Pty Ltd. (Note 4). The common shares were issued on January 29, 2025.

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