Goldeneye Resources Corp. — Audit Report / Information 2021

Aug 31, 2021

FINANCIAL STATEMENTS

For the years ended April 30, 2021 and 2020

(Stated in Canadian Dollars)

Crowe MacKay LLP 1100 - 1177 West Hastings St. Vancouver, BC V6E 4T5 Main +1 (604) 687-4511 Fax +1 (604) 687-5805 www.crowemackay.ca

Independent Auditor's Report

To the Shareholders of Goldeneye Resources Corp.

Opinion

We have audited the financial statements of Goldeneye Resources Corp. ("the Company"), which comprise the statements of financial position as at April 30, 2021 and April 30, 2020 and the statements of comprehensive loss, changes in shareholders' equity (deficit) and cash flows for the years 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 April 30, 2021 and April 30, 2020, and its financial performance and its cash flows for the years 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.

Material Uncertainty Related to Going Concern

We draw attention to Note 2 to the financial statements which describes the material uncertainty 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:

• 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 the other information 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.

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.

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

"Crowe MacKay LLP"

Chartered Professional Accountants Vancouver, Canada August 30, 2021

STATEMENTS OF FINANCIAL POSITION April 30, 2021 and 2020

(Stated in Canadian Dollars)

	2021	2020
ASSETS
Current
Cash	$357,432	$1,496
GST receivable	6,558	816
Prepaid expenses(Note 7)	18,883	3,468
Loan receivable(Note 7)	297,267	-
	$680,140	$5,780
LIABILITIES
Current
Accounts payable andaccrued liabilities(Notes 5 and 7)	$92,537	$82,662
Loans payable (Note 5)	16,000	16,500
	108,537	99,162
SHAREHOLDERS' EQUITY (DEFICIT)
Share capital (Note 6)	4,767,670	3,784,810
Share subscriptionsreceivable (Note 6)	(63,000)	-
Reserves (Note 6)	503,614	325,994
Deficit	(4,636,681)	(4,204,186)
	571,603	(93,382)
	$680,140	$5,780

Going concern (Note 2) Subsequent events (Note 11)

APPROVED ON BEHALF OF THE BOARD:

"Geoff Balderson" Director "Jack Bal" Director

GOLDENEYE RESOURCES CORP. STATEMENTS OF COMPREHENSIVE LOSS For the years ended April 30, 2021 and 2020 (Stated in Canadian Dollars)

	2021	2020
Administrative expenses
Accounting andaudit fees	$9,130	$5,130
Administrative fees (Note 7)	30,000	30,000
Consulting fees(Note 7)	212,300	-
Filing fees	9,707	7,943
Legal fees	-	419
Office and miscellaneous	3,211	959
Share-basedpayments (Note 7)	160,000	-
Transfer agent	8,147	4,446
Net loss and comprehensive loss for the year	$(432,495)	$(48,897)
Basic and diluted loss per share	$(0.01)	$(0.00)
Weighted average number of common shares outstanding-basic and diluted	28,985,993	23,579,829

GOLDENEYE RESOURCES CORP. STATEMENTS OF CASH FLOWS For the years ended April 30, 2021 and 2020 (Stated in Canadian Dollars)

	2021	2020
Operating Activities
Net loss for the year	$(432,495)	$(48,897)
Add items notaffecting cashShare-based payments	160,000	-
Changes in non-cash working capital items related to operations:
GST receivable	(5,742)	1,743
Prepaids	(15,415)	-
Accounts payable and accrued liabilities	9,875	37,738
Cash used in operating activities	(283,777)	(9,416)
Investing Activity
Loan receivable	(297,267)	-
Cash used in investing activity	(297,267)	-
Financing Activities
Shares issued for cash	967,000	-
Share issue cost	(29,520)	-
Loans payable	7,000	9,500
Loans payable repayment	(7,500)	-
Cash provided by financing activities	936,980	9,500
Change in cash during the year	355,936	84
Cash beginning of year	1,496	1,412
Cash end of the year	$357,432	$1,496
Supplemental Disclosure of Cash Flow Information:
Interest paid (received)	$851	$-
Dividends paid (received)	$-	$-
Income tax paid	$-	$-
Non-cash Investing and Financing Activity:
Fair value of agent's warrants	$17,620	$-

STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT)

For the years ended April 30, 2021 and 2020

(Stated in Canadian Dollars)

Share
	Numberof Shares	ShareCapital	SubscriptionsReceivable	Reserves	Deficit	Total
Balance, April 30, 2019	23,579,829	$3,784,810	$-	$325,994	$(4,155,289)	$(44,485)
Net loss and comprehensive loss forthe year	-	-	-	-	(48,897)	(48,897)
Balance, April 30, 2020	23,579,829	3,784,810	-	325,994	(4,204,186)	(93,382)
Private placement	5,250,000	315,000	(18,000)	-	-	297,000
Cash share issue cost	-	(15,120)	-	-	-	(15,120)
Agent's warrants	-	(6,100)	-	6,100	-	-
Exercise of warrants	1,500,000	90,000	-	-	-	90,000
Private placement	12,500,000	625,000	(45,000)	-	-	580,000
Cash share issue cost	-	(14,400)	-	-	-	(14,400)
Agent's warrants	-	(11,520)	-	11,520	-	-
Share-based payments	-	-	-	160,000	-	160,000
Net loss and comprehensive loss forthe year	-	-	-	-	(432,495)	(432,495)
Balance, April 30, 2021	42,829,829	$4,767,670	$(63,000)	$503,614	$(4,636,681)	$571,603

Notes to the Financial Statements April 30, 2021 and 2020 (Stated in Canadian Dollars)

1. Corporate Information

Goldeneye Resources Corp. (the "Company") was incorporated under the Business Corporations Act of British Columbia on March 2, 2011. The Company's principal activities include the acquisition, exploration and development of assets locally and globally. The Company is listed for trading on the TSX Venture Exchange under the symbol "GOE".

The head office and principal address of the Company is located at Suite 1000, 409 Granville Street, Vancouver, British Columbia, V6C 1T2.

2. Basis of Preparation

Statement of Compliance

These financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB") and Interpretations of the IFRS Interpretations Committee.

The financial statements were authorized for issue by the Board of Directors on August 30, 2021.

Going Concern

These financial statements have been prepared on the assumption that the Company will continue as a going concern, meaning it will continue in operation for the foreseeable future and will be able to realize assets and discharge liabilities in the ordinary course of operations. Different bases of measurement may be appropriate if the Company was not expected to continue operations for the foreseeable future. At April 30, 2021, the Company has not achieved profitable operations, has accumulated losses of $4,636,681 since inception and expects to incur further losses in the development of its business. The above material uncertainties cast significant doubt about the Company's ability to continue as a going concern. The Company's continuation as a going concern is dependent upon successful results from its exploration and evaluation activities, its ability to attain profitable operations to generate funds and/or its ability to raise equity capital or borrowings sufficient to meet its current and future obligations. Although the Company has been successful in the past in raising funds to continue operations, there is no assurance it will be able to do so in the future.

The outbreak of COVID-19 and its variants have resulted in governments enacting emergency measures to combat the spread of the virus. These measures, which include the implementation of travel bans, quarantine periods and social distancing, have caused an economic slowdown and material disruption to business. Governments have continued to react with interventions intended to stabilize economic conditions. While COVID-19 has not had a material impact on the company's operations, the duration and ultimate impact of the COVID-19 outbreak is unknown at the time. It is not possible to reliably estimate the length and severity of these developments and the impact on the financial performance and financial position of the Company in future periods.

Basis of Measurement

These financial statements have been prepared on an accrual basis, except for cash flow information, and are based on historical costs except for certain financial instruments which are measured at fair value. The financial statements are presented in Canadian dollars.

Notes to the Financial Statements April 30, 2021 and 2020 (Stated in Canadian Dollars)

3. Significant Accounting Policies

The accounting policies set out below have been applied consistently to all years presented in these financial statements, unless otherwise indicated.

Financial Instruments

Financial Assets - Classification

The Company classifies its financial assets in the following measurement categories:

• · Those to be measured subsequently at fair value (either through Other Comprehensive Income ("OCI"), or through profit or loss), and
• · Those to be measured at amortized cost.

The classification depends on the Company's business model for managing the financial assets and contractual terms of the cash flows. For assets measured at fair value, gains or losses are recorded in profit or loss or OCI.

The company's cash and loan receivable are measured at amortized cost.

Financial Assets - Measurement

At initial recognition, the Company measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss ("FVTPL"), the transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at FVTPL are expensed in profit or loss. Financial assets are considered in the entirety when determining whether their cash flows are solely payment of principal and interest.

Subsequent measurement of financial assets depends on their classification. There are measurement categories under which the Company classifies its debt instruments:

• · Amortized cost: Assets that are held for collection of contractual cash flows where those cash flows represent solely payments of principal and interest are measured at amortized cost. A gain or loss on a debt investment that is subsequently measured at amortized cost is recognized in profit or loss when the asset is derecognized or impaired. Interest income from these financial assets is included in finance income using the effective interest rate method.
• · Fair value through OCI ("FVOCI"): Assets that are held for collection of contractual cash flows and for selling the financial assets, where the assets' cash flows represent solely payments of principal and interest, are measured at FVOCI. Movements in the carrying amount are taken through OCI, except for the recognition of impairment gains and losses, interest revenue, and foreign exchange gains and losses which are recognized in profit or loss. When the financial asset is derecognized, the cumulative gain or loss previously recognized in OCI is not reclassified from equity to profit or loss and remains in accumulated OCI. Interest income from these financial assets is included as finance income using the effective interest rate method.
• · Fair value through profit or loss: Assets that do not meet the criteria for amortized cost or FVOCI are measured at FVTPL. A gain or loss on an investment that is subsequently measured at FVTPL is recognized in profit or loss and presented net as other income in the period which it arises.

Notes to the Financial Statements April 30, 2021 and 2020 (Stated in Canadian Dollars)

3. Significant Accounting Policies – (cont'd)

Financial Instruments – (cont'd)

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 of the credit risk on the financial asset which 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 the statements of income (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.

Financial Liabilities

The Company classifies its financial liabilities into the following categories: financial liabilities at FVTPL and amortized cost.

A financial liability is classified as FVTPL if it is classified as held-for-trading or is designated as such on initial recognition. Directly attributable transaction costs are recognized in profit or loss as incurred. The fair value changes to financial liabilities at FVTPL are presented as follows: the amount of change in fair value that is attributable to changes in the credit risk of the liability is presented in OCI; and the remaining amount of the change in the fair value is presented in profit or loss. The Company does not designate any financial liabilities at FVTPL.

Other non-derivative financial liabilities are initially measured at fair value less any directly attributable transaction costs. Subsequent to initial recognition, these liabilities are measured at amortized cost using the effective interest rate method. The Company classifies its accounts payable and accrued liabilities and loans payable as financial liabilities held at amortized cost.

Basic and Diluted Loss Per Share

Basic loss per share is computed by dividing the loss for the year by the weighted average number of common shares outstanding during the year. Diluted earnings/loss per common share is computed by dividing the net income or loss applicable to common shares by the sum of the weighted average number of common shares issued and outstanding and all additional common shares that would have been outstanding, if potentially dilutive instruments were converted. Potentially dilutive common shares related to warrants and options outstanding totaling 22,290,000 at April 30, 2021 (2020 – 19,595,000) were not included in the computation of loss per share because their effect was anti-dilutive. Accordingly, there is no difference in the amounts presented for basic and diluted loss per share.

Notes to the Financial Statements April 30, 2021 and 2020 (Stated in Canadian Dollars)

3. Significant Accounting Policies – (cont'd)

Income Taxes

Income tax comprises current and deferred tax. Income tax is recognized in the statement of operations except to the extent that it relates to items recognized directly in equity or other comprehensive income (loss), in which case the income tax is also recognized directly in equity or other comprehensive income (loss).

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

Current tax assets and current tax liabilities are only offset if a legally enforceable right exists to set off the amounts, and the Company intends to settle on a net basis, or to realize the asset and settle the liability simultaneously.

Deferred tax is recognized in respect of all qualifying temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. Deferred income tax is determined on a non-discounted basis using tax rates and laws that have been enacted or substantively enacted at the statement of financial position date and are expected to apply when the deferred tax asset or liability is settled. Deferred tax assets are recognized to the extent that it is probable that the assets can be recovered.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and liabilities and when the deferred tax balances relate to the same taxation authority.

Deferred income tax assets and liabilities are presented as non-current.

Share Capital

Financial instruments issued by the Company are classified as equity only to the extent that they do not meet the definition of a financial liability or financial asset. The Company's common shares, stock options and share warrants are classified as equity instruments.

Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds.

The Company has adopted a residual value method with respect to the measurement of shares and warrants issued as private placement units. The residual value method first allocates value to the more easily measurable component based on fair value and then the residual value, if any, to the less easily measurable component.

The fair value of the common shares issued in the private placements was determined to be the more easily measurable component and were valued at their fair value, as determined by the closing quoted bid price on the announcement date. The balance, if any, was allocated to the attached warrants.

In situations where share capital is issued, or received, as non-monetary consideration and the fair value of the asset received, or given up is not readily determinable, the fair market value (as defined) of the shares is used to record the transaction. The fair market value of the shares issued, or received, is based on the trading price of those shares on the appropriate exchange on the date of the agreement to issue shares as determined by the Board of Directors.

Notes to the Financial Statements April 30, 2021 and 2020 (Stated in Canadian Dollars)

3. Significant Accounting Policies – (cont'd)

Share-based Payments

Equity-settled share-based payments for directors, officers and employees are measured at fair value at the date of grant using the Black-Scholes valuation model and recorded as compensation expense in profit or loss, with a corresponding increase to reserves. The fair value determined at the grant date of the equity-settled share based payments is expensed on a graded vesting basis over the vesting period based on the Company's estimate of stock options that will eventually vest. Any consideration paid by directors, officers, employees and consultants on exercise of equity-settled share-based payments, along with the amounts reflected in reserves, is credited to share capital. Shares are issued from treasury upon the exercise of the equity-settled share based instruments.

Compensation expense on stock options granted to non-employees is measured at the earlier of the completion of performance and the date the options are vested using the fair value method and is recorded as an expense in the same period as if the Company had paid cash for the goods or services received. When the value of goods or services received in exchange for the share-based payment cannot be reliably estimated, the fair value is measured by the use of the Black-Scholes valuation model. The expected life used in the model is adjusted, based on management's best estimate, for the effects of non-transferability, exercise restrictions, and behavioural considerations. Expected volatility was determined based on the historical trading prices of the Company.

Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period.

All equity-settled share-based payments are reflected in reserves until exercised. Upon exercise, shares are issued from treasury and the amount reflected in reserves is credited to share capital, adjusted for any consideration paid.

Where a grant of options is cancelled and settled during the vesting period, excluding forfeitures when vesting conditions are not satisfied, the Company immediately accounts for the cancellation as an acceleration of vesting and recognizes the amount that otherwise would have been recognized for services received over the remainder of the vesting period. Any payment made to the employee on the cancellation is accounted for as the repurchase of an equity interest except to the extent the payment exceeds the fair value of the equity instrument granted, measured at the repurchase date. Any such excess is recognized as an expense. Amount recorded in reserves for share options which expire unexercised remain in reserves.

Accounting standards and amendments

Recent accounting pronouncements

Classification of Liabilities as Current or Non-current (Amendments to IAS 1)

The amendments to IAS1 provide a more general approach to the classification of liabilities based on the contractual arrangements in place at the reporting date. These amendments are effective for reporting periods beginning on or after January 1, 2023.

Notes to the Financial Statements April 30, 2021 and 2020 (Stated in Canadian Dollars)

4. Use of Estimates and Judgments

The preparation of the financial statements in conformity with IFRS requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

Information about critical judgments in applying accounting policies that have the most significant effect on the amounts recognized in the financial statements is included in the following notes:

Going concern

The assumption that the Company is a going concern and will continue in operation for the foreseeable future and at least one year is a judgment. The factors considered by management are disclosed in Note 2.

5. Loans Payable

As at April 30, 2021, the Company had the following loans payable:

• a) During the year ended April 30, 2016, the Company entered into loan agreements with two directors for an aggregate principal of $17,000. The amounts owed are unsecured, non-interest bearing and repayable within 15 days of the lenders' demands for repayment. On September 17, 2015, the Company repaid $13,000 to the two directors. In addition, the Company received $3,000 from a parent of a director, which is unsecured, non-interest bearing, and has no specific terms of repayment. On January 9, 2020, a director of the Company advanced $2,000 to the Company and on July 30, 2020 another $7,000 was advanced by the same director, which are unsecured, non-interest bearing, and have no specific terms of repayment. As at April 30, 2021 $16,000 (April 30, 2020 - $9,000) remained outstanding.
• b) On May 31, 2019, the Company entered into a loan agreement with a company controlled by a former director for a principal of $7,500. The amount owed is unsecured, bears interest at 10% per annum to be paid monthly during the term of the loan. The term of the loan will be either the earlier of one year or the Company's next private placement. As at April 30, 2020, $7,500 remains outstanding plus interest of $668 which is included in accounts payable and accrued liabilities. On July 29, 2020, the Company repaid the loan with interest of $851. There are no amounts owing as at April 30, 2021.

Notes to the Financial Statements April 30, 2021 and 2020 (Stated in Canadian Dollars)

6. Share Capital and Reserves

a) Authorized

Unlimited common shares, without par value.

b) Issued

During the year ended April 30, 2021

On September 21, 2020, the Company completed a private placement of 5,250,000 units at a price of $0.06 per unit for total proceeds of $315,000 of which $18,000 is included in share subscriptions receivable as at April 30, 2021. Each unit consists of one common share and one share purchase warrant and each warrant will entitle the holder to purchase one common share of the Company at a price of $0.10 per share for a period of two years expiring on September 21, 2022. In connection with the private placement the Company paid a cash finders fee of $15,120 and issued 252,000 agents' warrants exercisable at $0.10 for a period of two years from the date of issuance. These agents' warrants were fair valued at $6,100 using the Black-Scholes Option Pricing Model with the following assumptions: risk-free interest rate of 0.25%; dividend yield of 0%; volatility of 100% and expected life of two years and a stock price of $0.06. Subsequent to April 30, 2021, the $18,000 was received.

On October 20, 2020, pursuant to the exercise of warrants, the Company issued 1,500,000 common shares at a price of $0.06 for total proceeds of $90,000.

On March 19, 2021, the Company completed a private placement of 12,500,000 units at a price of $0.05 per unit for total proceeds of $625,000 of which $45,000 is included in share subscriptions receivable as at April 30, 2021. Each unit consists of one common share and one share purchase warrant and each warrant will entitle the holder to purchase one common share of the Company at a price of $0.07 per share for a period of two years expiring on March 18, 2023. In connection with the private placement, the Company paid a cash finders fee of $14,400 and issued 288,000 agents' warrants exercisable at $0.07 for a period of two years from the date of issuance. These agents' warrants were fair valued at $11,520 using the Black-Scholes Option Pricing Model with the following assumptions: risk-free interest rate of 0.22%; dividend yield of 0%; volatility of 142% and expected life of two years and a stock price of $0.05.

During the year ended April 30, 2020

There are no shares issued during the year ended April 30, 2020.

Notes to the Financial Statements April 30, 2021 and 2020 (Stated in Canadian Dollars)

6. Share Capital and Reserves – (cont'd)

c) Stock Options

The Company adopted a stock option plan under which it is authorized to grant options to officers, directors, employees and consultants enabling them to acquire up to 10% of the issued and outstanding common stock of the Company. The options can be granted for a maximum of ten years and vest as determined by the Board of Directors. The exercise price of each option granted may not be less than the fair market value of the common shares.

On April 19, 2021, the Company granted 4,000,000 stock options to directors, officers and consultants of the Company. The stock options entitle the holders thereof the right to purchase one common share for each option at $0.05 until April 19, 2024 and vested on the grant date. The fair value of the stock options at the date of grant was $160,000 or $0.04 per option was determined using the Black Scholes option valuation model with the following assumptions: risk-free interest rate of 0.48%; dividend yield of 0%; volatility of 128% and expected life of three years and a stock price of $0.05.

There were no stock options granted during the year ended April 30, 2020.

Details of stock options activities for the years ended April 30, 2021 and 2020 are as follows:

	Number ofoptions	WeightedAverageExercise Price
Balance outstanding, April 30,2019 and2020	-	$-
Granted	4,000,000	0.05
Balance outstanding, April 30, 2021	4,000,000	$0.05

As at April 30, 2021, there were 4,000,000 share purchase options outstanding exercisable at $0.05 per expiring on April 19, 2024. These stock options have a weighted average contractual life of 2.97 years.

d) Share purchase warrants

Details of share purchase warrants activities for the years ended April 30, 2021 and 2020 are as follows:

	Number ofWarrants	WeightedAverageExercisePrice
Balance, April 30, 2019 and 2020	19,595,000	$0.06
Issued	17,750,000	0.08
Exercised	(1,500,000)	0.06
Expired	(18,095,000)	0.06
Balance, April 30, 2021	17,750,000	$0.08

Notes to the Financial Statements April 30, 2021 and 2020 (Stated in Canadian Dollars)

6. Share Capital and Reserves – (cont'd)

d) Share purchase warrants – (cont'd)

As at April 30, 2021, the Company had 17,750,000 share purchase warrants outstanding as follows:

ExercisePrice	Expiry Date
$0.10	September 21, 2022
	March 18, 2023
	$0.07

The weighted average remaining life of the 17,750,000 warrants is 1.74 years.

e) Agent's warrants

Details of share purchase warrants activities for the years ended April 30, 2021 and 2020 are as follows:

	Number ofWarrants	WeightedAverageExercisePrice
Balance, April 30, 2019 and 2020Issued	-540,000	$-0.08
Balance, April 30, 2021	540,000	$0.08

As at April 30, 2021, the Company had 540,000 share purchase warrants outstanding as follows:

Number ofWarrants	ExercisePrice	Expiry Date
252,000	$0.10	September 21, 2022
288,000	$0.07	March 18, 2023
540,000

The weighted average remaining life of the 540,000 warrants is 1.65 years.

f) Reserve

The Company's equity reserve is entirely comprised of share-based payments.

Notes to the Financial Statements April 30, 2021 and 2020 (Stated in Canadian Dollars)

7. Related Party Transactions

Related party transactions are comprised of services rendered by directors and/or officers of the Company or by a company with a director in common. Related party transactions are in the ordinary course of business and are measured at the exchange amount.

	2021	2020
InterestInvestorcap, company controlled by Paul Chow formerdirector	$183	$-
Key management compensationAdministrative feesHarmony Corporate Services Ltd. ("Harmony"), acompanycontrolled by the CFO, Geoff Balderson	30,000	30,000
Consulting feesJatinder Bal, CEOSurinder Bal, spouse of CEO	54,0007,500	--
Share-based paymentsJatinder Bal, CEOSurinder Bal, Spouse of CEOGeoff Balderson, CFOIan Graham, Director	80,00016,00016,00016,000	----
	$219,683	$30,000

Key management personnel compensation

The Company considers its President, Chief Executive Officer, Chief Financial Officer, vice-president of explorations and the directors of the Company to be key management. During the years ended April 30, 2021 and 2020, the Company incurred key management compensation as noted in the above table.

In addition to accrued interest (Note 5), accounts payable and accrued liabilities at April 30, 2021, includes $60,915 (2020 - $52,245) due to Harmony for reimbursement of expense and unpaid administrative fees.

Prepaid expenses include $18,888 (2020 - $Nil) due to the CEO for consulting fees and advances on expenses.

On February 24, 2021, the Company provided a loan of $297,267 to another public company with a common CEO and director. The amount was non-interest bearing, unsecured and due on demand. On May 1, 2021, the Company entered into a loan agreement for the noted amount bearing interest at 5% per annum and repayable within 12 months from the date of the agreement.

Notes to the Financial Statements April 30, 2021 and 2020 (Stated in Canadian Dollars)

8. Financial Instruments

The carrying amounts of the Company's financial assets and liabilities approximate their fair values.

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

• · Level 1 Unadjusted quoted prices in active markets for identical assets or liabilities;
• · Level 2 Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and
• · Level 3 Inputs that are not based on observable market data.

The Company's financial instruments consist of cash, loan receivable, accounts payable and accrued liabilities, and loans payable. The Company did not have any financial instruments carried at fair value on the statements of financial position as at April 30, 2021 and 2020.

The Company's financial instruments are exposed to certain financial risks. The risk exposures and the impact on the Company's financial instruments are summarized below.

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 majority of the Company's cash is held through a major Canadian chartered bank and accordingly, the Company's exposure to credit risk to cash is considered to be limited. The Company is exposed to credit risk with respect to the loan receivable, and the maximum exposure is its carrying amount on the statements of financial position.

Interest Rate Risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company's considers its exposure to interest rate risk to be not significant.

Liquidity Risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting obligations associated with financial liabilities. The Company's accounts payable and accrued liabilities are all current and due within 30 days of the statement of financial position date. As at April 30, 2021 the Company had a working capital of $571,603 (2020: working capital deficiency of $93,382). Management is considering different alternatives to secure adequate debt or equity financing to meet the Company's short term and long term cash requirement.

At present, the Company's operations do not generate cash flow. The Company's primary source of funding has been the issuance of equity securities. Despite previous success in acquiring financing, there is no guarantee of obtaining future financings.

Notes to the Financial Statements April 30, 2021 and 2020 (Stated in Canadian Dollars)

9. Capital Disclosure

The Company's objective when managing capital is to safeguard its ability to continue as a going concern. In order to facilitate the management of its capital requirements, the Company prepares periodic budgets that are updated as necessary. The Company manages its capital structure and makes adjustments to it to effectively support the Company's objectives. In order to pay for general administrative costs, the Company will raise additional amounts as needed.

The Company reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable. The Company considers shareholders' equity (deficit) and working capital as components of its capital base. The Company may access capital through the issuance of shares or the disposition of assets. Management historically funds the Company's expenditures by issuing share capital rather than using capital sources that require fixed repayments of principal and/or interest. The Company is not subject to externally imposed capital requirements and does not have exposure to assetbacked commercial paper or similar products. The Company believes it will be able to raise additional equity capital as required, but recognizes the uncertainty attached thereto.

There has been no change in the Company's approach to capital management during the years ended April 30, 2021 and 2020.

10. Income Taxes

The difference between tax expense for the year and the expected income taxes based on the statutory tax rates arises as follows:

	2021	2020
Loss before tax	$(432,495)	$(48,897)
Income tax recovery at local statutory rates –
27.00%(2020–27.00%)	$(117,000)	$(13,000)
Permanent difference	43,000	-
Change in unrecognized tax benefits not recognized	74,000	13,000
	$-	$-

The nature and tax effect of the taxable temporary differences giving rise to deferred tax assets are summarized as follows:

	2021	2020
Non-capital losses	$567,000	$491,000
Capital losses	304,000	304,000
Undeductedfinance cost	6,000	-
Resource properties	231,000	231,000
Unrecognized deferred tax assets	(1,108,000)	(1,026,000)
	$-	$-

Notes to the Financial Statements April 30, 2021 and 2020 (Stated in Canadian Dollars)

10. Income Taxes – (cont'd)

As at April 30, 2021, the Company has estimated non-capital losses for Canadian income tax purposes that may be carried forward to reduce taxable income derived in future years, and if not utilized, expire as summarized below:

Year of Expiry
2031	$46,100
2032	37,700
2033	368,900
2034	653,500
2035	310,900
2036	128,200
2037	101,100
2038	58,100
2039	64,800
2040	51,000
2041	278,400
Total	$2,098,700

11. Subsequent Events

Subsequent to April 30, 2021:

On June 15, 2021, the Company entered into a purchase agreement with Unity Resources Inc. (the "Seller") to acquire 100% interest in two mineral licences comprising of 153 claims in the Gander River Ultamafic Belt East ("GRUBE") project located within the province of Newfoundland, Canada. As consideration, the Company agreed to make a cash payment of $25,000 and issue 1,100,000 common shares within five business days of the receipt of TSXV approval (pending). This agreement is subject to the 3% Net Smelter Royalty ("NSR") to be held by the Seller with the Company having the right to buy back 2% for a cash payment of $1,500,000.

On June 15, 2021, the Company entered into a purchase agreement with the Seller to acquire 100% interest in six mineral licences comprising of 143 claims in the Roberts Arm Cu + Au Project & Grand Lake Au Project located within the province of Newfoundland, Canada. As consideration, the Company agreed to make a cash payment of $100,000 and issue 3,100,000 common shares within five business days of the receipt of TSXV approval (pending) and within six months of TSXV approval, make another cash payment of $100,000 and issue an additional 3,100,000 common shares. This agreement is subject to the 3% NSR to be held by the Seller with the Company having the right to buy back 2% for a cash payment of $1,500,000.

Notes to the Financial Statements April 30, 2021 and 2020 (Stated in Canadian Dollars)

11. Subsequent Events – (cont'd)

On July 16, 2021, the Company entered into a property option agreement with Windfall Geotek Inc. (the "Optionor") for the right to acquire 95% interest in and to the claims located near Corallen Lake Region, Ontario known as the "Corallen" project. As consideration, the Company agreed to a cash payment of $250,000 and issue 3,000,000 common shares within 30 days following receipt of approval from the TSXV Exchange (pending) and also: (i) on or before December 31, 2021, incur $200,000 in expenditures whereafter the Company shall have earned a 25% legal and beneficial interest in the property; (ii) on or before December 31, 2022, enter into a master service agreement ("MSA") and hiring the Optionor to provide services for artificial intelligence for consideration of $150,000 pursuant to the MSA, and incurring $300,000 in additional expenditures whereafter the Company shall have earned a 50% legal and beneficial interest in the property; (iii) on or before December 31, 2023, hire the Optionor to provide services for artificial intelligence for consideration of $150,000 pursuant to the MSA, and incurring $400,000 in additional expenditures whereafter the Company shall have earned a 75% legal and beneficial interest in the property and; (iv) on or before December 31, 2024, pay $150,000 in cash to Windfall Geotek AI Services and incurring $450,000 in additional expenditures whereafter the Company shall have earned the 95% interest in and to the property. The Optionor is entitled to a 2% NSR.

The Company entered into the MSA on August 19, 2021, whereby the Optionor agrees to provide artificial intelligence services that help identify targets on the Company's properties and deliver information and other documents pursuant to the statement of work. The Optionor grants in favour of the Company a sole nontransferable, non-sublicensable, royalty-free worldwide license to use the intellectual property from the deliverables provided by the Optionor for the purposes of conducting exploration in the Area of Interest. Meanwhile, the Company grants the Optionor the right to purchase 0.5% NSR for $500,000 payable in cash and/or common shares with an indefinite term, and the right to purchase 0.5% NSR for $1,000,000 payable in cash and/or common shares with an expiry of 10 years from the date the first target provided by the Optionor is drilled by the Company.

The Company intends to complete a non-brokered private placement of up to 15 million units of the Company at a price of $0.06 per unit for aggregate proceeds of up to $900,000, of which approximately $198,000 was received up to the date of these financial statements. Each unit will consist of one common share and one-half common share purchase warrant. Each whole share purchase warrant will entitle the holder to purchase one additional common share, up to a total of 7,500,000 share purchase warrant, at a warrant exercise price of $0.09 per share for a period of 3 years from the date of closing. This financing is subject to customary regulatory approval.