Green Shift Commodities — Interim / Quarterly Report 2024

Aug 27, 2024

GREEN SHIFT COMMODITIES LTD. CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

THREE AND SIX MONTHS ENDED JUNE 30, 2024 (EXPRESSED IN CANADIAN DOLLARS)

Notice To Reader

The accompanying unaudited condensed interim consolidated financial statements of Green Shift Commodities Ltd. (the "Company") have been prepared by and are the responsibility of management. The unaudited condensed interim consolidated financial statements have not been reviewed by the Company's auditors.

Green Shift Commodities Ltd.

Condensed Consolidated Interim Statements of Financial Position

(Expressed in Canadian Dollars)

(Unaudited)

		As at		As at
		June 30,	December 31
		2024		2023
ASSETS
Current assets
Cash	$	531,957	$	271,617
Amounts receivable and other assets (note 8)		34,689		48,546
Prepaid		22,176		10,146
Investments(note 5)		7,350,849		1,522,466
Total current assets		7,939,671		1,852,775
Non-current asset
Equipment and leases (note 7)		221,642		253,305
Propertyinterests(note 18)		239,000		3,148,042
Total non-current assets		460,642		3,401,347
Total assets	$	8,400,313	$	5,254,122
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Amounts payable and other liabilities (note 18)	$	401,019	$	428,511
Lease liability (note 16)		43,608		42,536
Liabilities held for sale in Colombia(note 11)		-		2,750,566
Total current liabilities		444,627		3,221,613
Non-current liabilities
Lease liability (note 15)		134,437		156,248
Total non-current liabilities		579,064		3,377,861
Shareholders' equity
Share capital (note 4)		107,188,452		105,672,178
Warrants (note 14)		2,459,487		1,979,902
Contributed surplus		6,619,512		6,517,301
Deficit		(108,446,202)		(112,293,120)
Total shareholders' equity		7,821,249		1,876,261
Total liabilities and shareholders' equity	$	8,400,313	$	5,254,122

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

Going concern (note 2)

Approved by the Board of Directors:

"Marty Tunney" Director "Trumbull Fisher" Director

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• 1

Green Shift Commodities Ltd.

Condensed Consolidated Interim Statements of Income (Loss) and Comprehensive Income (Loss) (Expressed in Canadian Dollars)

(Unaudited)

		Three Months ended	Three Months ended		Six Months	Ended
		June 30,			June 30,
		2024	2023		2024	2023
Expenses
Exploration and evaluation expenditures (note 10)	$	230,894$	314,894	$	266,152$	402,704
General and administrative(note 12)		363,002	743,297		659,559	1,206,139
		(593,896)	(1,058,191)		(925,711)	(1,608,843)
Other items:
Net unrealized gain (loss) on investment (note 5)		44,875	53,749		12,585	(226,001)
Realized gain on investment (note 5)		-	-		98,874	-
Foreign exchange gain (loss)		37,500	(16,655)		41,708	(16,081)
Other income		-	3,445		-	3,445
Gain on sale of subsidiaries and royalty, net (note 5)		4,619,462	-		4,619,462	-
Net income (loss) and comprehensive income (loss) for the period	$	4,107,941$	(1,017,652)	$	3,846,918$	(1,847,480)
Basic and diluted income (loss) per
common share(note 9)	$	0.040$	(0.011)	$	0.039$	(0.021)
Basic and diluted weighted average number
of common shares outstanding	103,528,781		93,953,339		99,658,799	86,455,985

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

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• 2

Green Shift Commodities Ltd.

Condensed Consolidated Interim Statements of Cash Flows

(Expressed in Canadian Dollars)

(Unaudited)

Three months ended March 31,		2024		2023
Operating activities
Net gain (loss) or the period	$	3,846,918	$	(1,847,480)
Adjustment for:
Net unrealized (gain) loss on investment		(12,585)		226,001
Realized gain on investment		(98,874)		-
Share-based payments		102,211		20,636
Depreciation expense		31,663		29,914
Gain on sale of subsidiaries and royalty, net		(4,619,462)		-
Foreign exchange loss		-		16,081
Other income		-		(3,445)
Finance cost		9,261		11,227
Non-cash working capital items:
Amounts receivable and other assets		13,857		5,680
Prepaid		(12,030)		376,740
Amounts payable and other liabilities		(2,778,058)		(262,935)
Property interest		2,909,042		-
Investments in entities		(1,423,646)		-
Net cash used in operating activities		(2,031,703)		(1,427,581)
Investing activities
Proceeds from sale of investments		326,184		-
Purchases of office equipment and furniture		-		(61,844)
Propertyinterest purchases		-		(150,000)
Net cashprovided by (used in) investing activities		326,184		(211,844)
Financing activities
Proceeds from offering		2,096,870		-
Share issuance cost		(101,011)		-
Payment of lease liability		(30,000)		(30,000)
Net cash used in financing activities		1,965,859		(30,000)
Effect of exchange rate changes on cash held in foreign currencies		-		(12,635)
Net change in cash		260,340		(1,682,060)
Cash, beginning ofperiod		271,617		2,713,105
Cash, end ofperiod	$	531,957	$	1,031,045
Non-cash transactions:
Share issued for acquisition	$	-	$	2,525,000
Finders warrants	$	27,913	$	-

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

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Green Shift Commodities Ltd.

Condensed Consolidated Interim Statements of Changes in Shareholders' Equity (Expressed in Canadian Dollars) (Unaudited)

	Number of	Share		Contributed
	common shares	capital	Warrants	Surplus	Deficit	Total
Balance, December 31, 2022	76,153,104	$102,939,249	$ 1,979,902	$ 6,311,427	$(108,589,261) $ 2,641,317
Shares issued for acquisition	18,035,714	2,525,000	-	-	-	2,525,000
Share-based payments (note 8)	-	-	-	20,636	-	20,636
Lossforthe period	-	-	-	-	(1,847,480)	(1,847,480)
Balance, June 30, 2023	94,188,818	$105,464,249	$ 1,979,902	$ 6,332,063	$(110,436,741) $ 3,339,473
Balance, December 31, 2023	95,788,818	105,672,178	1,979,902	6,517,301	(112,293,120)	1,876,261
Private placements (note 4)	41,937,400	1,645,198	451,672	-	-	2,096,870
Finders warrants	-	(27,913)	27,913	-	-	-
Share issuance cost (note 4)	-	(101,011)	-	-	-	(101,011)
Share-based payments (note 8)	-	-	-	102,211	-	102,211
Loss for the period	-	-	-	-	3,846,918	3,846,918
Balance, June 30, 2024	137,726,218	$107,188,452	$ 2,459,487	$ 6,619,512	$(108,446,202) $ 7,821,249

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

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Notes to Condensed Consolidated Interim Financial Statements Three and Six Months Ended June 30, 2024 (Expressed in Canadian Dollars) (Unaudited)

Green Shift Commodities Ltd.

1. Nature of operations

Green Shift Commodities Ltd. (the “Company”) is a Canadian exploration company focused on exploration for uranium and related minerals; on the definition of resources and advancing these deposits toward production. The Company was incorporated by articles of incorporation dated December 6, 2005 ("date of incorporation") under the Business Corporations Act (Ontario). The Company’s common shares are listed on the Venture board of the TSX Venture Exchange (the "TSXV") under the symbol GCOM.V, and on the OTC QB International under the symbol UWEFF. The Company maintains a registered and records office at 401 - 217 Queen St. West, Toronto, Ontario, M5V 0R2, Canada.

2. Basis of presentation and going concern

The Company is in the exploration and evaluation stage and it raises financing for its exploration and evaluation activities through the sale of equities. Although the Company has incurred a net income for the three and six months ended June 30, 2024 of $4,107,941 and $3,846,918 (three and six months ended June 30, 2023 – loss of $1,017,652 and $1,847,480) it has an accumulated deficit at June 30, 2024 of $108,446,202 (December 31, 2023 - $112,293,120). In addition, the Company had working capital of $7,495,044 at June 30, 2024 (December 31, 2023 - working capital deficiency of $1,368,838).

Additional financings will be required to further develop the properties and to continue operations. There is a significant risk that some, if not all, of the Company's current property holdings may lapse or title to those properties may become uncertain. While the Company's management and board will continue to search for financing, joint venture partners and new assets, there is no guarantee that they will be successful.

The consolidated financial statements have been prepared on a basis which contemplates that the Company will continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities in the normal course of business. The certainty of funding future exploration expenditures and availability of sources of additional financing cannot be assured at this time and accordingly, these uncertainties may cast significant doubt about the Company's ability to continue as a going concern. The consolidated financial statements do not include adjustments to the carrying values of recorded liabilities and related expenses that might be necessary should the Company be unable to continue as a going concern.

3. Material accounting policies

The Company applies International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board (“IASB”) and interpretations issued by the IASB. These unaudited condensed interim consolidated financial statements have been prepared in accordance with International Accounting Standard 34, Interim Financial Reporting. Accordingly, they do not include all of the information required for full annual financial statements. The policies applied in these unaudited condensed interim consolidated financial statements are based on IFRSs issued and outstanding as of August 26, 2024, the date the Board of Directors approved the statements. The same accounting policies and methods of computation are followed in these unaudited condensed interim consolidated financial statements as compared with the most recent annual consolidated financial statements as at and for the year ended December 31, 2023, except as noted below. Any subsequent changes to IFRS that are given effect in the Company’s annual consolidated financial statements for the year ending December 31, 2024 could result in restatement of these unaudited condensed interim consolidated financial statements.

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Notes to Condensed Consolidated Interim Financial Statements Three and Six Months Ended June 30, 2024 (Expressed in Canadian Dollars) (Unaudited)

Green Shift Commodities Ltd.

4. Share capital

a) Authorized share capital

At June 30, 2024 and December 31, 2023, the authorized share capital consisted of an unlimited number of common shares. The common shares do not have a par value. All issued common shares are fully paid.

b) Common shares issued

In March 2023, the Company closed the acquisition of LFP Resources Corp. ("LFP") and issued 17,500,000 common shares at deemed price $0.14, being the closing price of the common shares on the TSXV. Pursuant to the Acquisition, the Company acquired all outstanding shares of LFP for consideration for an up-front payment of $100,680 (USD$75,000) in long term prepaid assets at December 31, 2022. (see note 18)

On May 11, 2023, the Company closed the Pampa Litio acquisition, paid $150,000 in cash and issued 535,714 common shares of the Company at $0.11 per share. (see note 18)

In June, 2024 the Company completed its non-brokered private placements. The Company issued 23,350,000 units (“1st Tranche Units”) at a price of $0.05 per Unit, for total gross proceeds of $1,167,500 and 18,587,400 units (2nd Tranche Units") at a price of $0.05 for total gross proceeds of $929,370 (the “Private Placements”).

Each Units consists of one (1) common share in the capital stock of the Company (“Common Share”) and one (1) common share purchase warrant (“Warrant”). Each Warrant entitles the holder to purchase one Common Share at a price of $0.075 per Common Share until the date which is thirty six (36) months following the closing date of the Offering, whereupon the Warrants will expire.

A pro-rata value of 451,672 was estimated for the 41,937,400 Warrants on the date of grant using a relative fair value method. Inputs in the Black-Scholes option pricing model included: market price on valuation date of $0.06; expected dividend yield of 0%; expected volatility of 158.47% using the historical price history of the Company; risk-free interest rate of 3.75%; and an expected average life of three (3) years.

In connection with the Private Placements, the Company paid cash costs of $101,011 and 567,000 compensation warrants (“Finder Warrants”). The Finder Warrants will be exercisable into Common Shares of the Company at $0.075 and will be valid for a period of thirty six (36) months from the date of closing of the Private Placement.

A pro-rata value of $27,913 was estimated for the 567,000 Finder Warrants on the date of grant using a relative fair value method. Inputs in the Black-Scholes option pricing model included: market price on valuation date of $0.06; expected dividend yield of 0%; expected volatility of 158.47% using the historical price history of the Company; riskfree interest rate of 3.75%; and an expected average life of three (3) years.

5. Investments

As at June 30, 2024 - (at fair value)

	Quoted Prices	Quoted Prices	in	Significant
		Active		Other		Significant
		Markets for		Observable	Unobservable
	Identical Assets			Inputs		Inputs	Aggregate
		(Level 1)		(Level 2)		(Level 3)	Fair Value
Publicly traded investments	$	1,307,741	$	-	$	-	$ 1,307,741
Nonpubliclytraded investments	$	-	$	6,043,108	$	-	$6,043,108
Total investments	**$ **	1,307,741	**$ **	6,043,108	$	-	$ 7,350,849

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Green Shift Commodities Ltd.

Notes to Condensed Consolidated Interim Financial Statements Three and Six Months Ended June 30, 2024 (Expressed in Canadian Dollars) (Unaudited)

5. Investment (continued)

The following table presents the changes in fair value measurements of financial instruments.

					Investments
					income and		Net
Investments	Opening			Proceeds of	realized	Unrealized		Ending
at fair value	balance	Additions		Disposition	gain(loss)	gain(loss)		balance
Level 1
- June 30, 2024	$ 1,522,466	$	-	$ (326,184)	$ 98,874	$	12,585	$ 1,307,741
- December31,2023	$1,844,284	$	-	$ (582,259)	$ (37,731)	$	298,172	$1,522,466

In 2023, Consolidated Uranium Inc. ("CUR") changed its name to Isoenergy Ltd. (“Iso”) and consolidated its shares on a ratio of one Iso share for each CUR share. Further, in 2023 Iso declared a dividend of 29,900 shares of Premier American Uranium Inc. In 2024, Latitude Uranium Inc. changed its name to Atha Energy Corp. (“Atha”).

As at June 30, 2024, the Company holds 315,000 shares of Iso (December 31, 2023 - 390,000 shares), 45,532 shares of Atha (December 31, 2023- 45,532 shares), and 29,900 shares of (December 31, 2023 - 29,900 shares) of Premier American Uranium Inc.

As at June 30, 2024, the Company recognized a realized gain of $98,874 (three and six months ended June 30, 2023 - $nil).

Level 2

Jaguar Uranium Corp. (formerly Latam Battery Metals Inc.) Sale of Berlin Project

On April 9, 2024, the Company completed the sale (the “ Berlin Project Sale ”) of 100% of the issued and outstanding shares (collectively, the “ Berlin Project Shares ”) of two wholly-owned subsidiaries of the Company, which together held, indirectly, a 100% interest in the Berlin project located in Caldas, Columbia (the “Berlin Project”) to Jaguar Uranium Corp. (formerly Latam Battery Metals Inc.) (“ Jaguar ”) pursuant to the terms of a share purchase agreement between the Company and Jaguar dated December 8, 2023 (the “ Berlin Project Purchase Agreement ”).

Pursuant to the terms of the Berlin Project Purchase Agreement, Jaguar acquired the Berlin Project Shares for consideration comprised of: (i) $20,000 in cash; (ii) 1,211,687 common shares in the capital of Jaguar (the “ Jaguar Shares ”), representing 20% of the current outstanding Jaguar Shares; and (iii) a 1% net smelter return (“ NSR ”) royalty payable on all production from the Berlin Project (the “Berlin Royalty ”). In addition, effective at closing of the Berlin Project Sale, Trumbull Fisher was appointed to the Board of Directors of Jaguar. As at June 30, 2024, the company recorded investment for $1,245,008, for 1,211,687 Jaguar Shares worth at $1.0275 (USD$0.75).

The Company is also entitled to receive additional consideration upon the satisfaction of certain milestones as follows:

• i. On the earlier of (i) 90 days after the date on which the Berlin Project has been brought into good standing, and (ii) five days following completion of the public listing of the Jaguar Shares (the “ Jaguar Listing ”), $1,000,000 in cash;

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Green Shift Commodities Ltd.

Notes to Condensed Consolidated Interim Financial Statements Three and Six Months Ended June 30, 2024 (Expressed in Canadian Dollars) (Unaudited)

5. Investments (continued)

Jaguar Uranium Corp. (formerly Latam Battery Metals Inc.) (continued) Sale of Berlin Project (continued)

• ii. Upon completion of the Jaguar Listing, either (i) assuming the Jaguar Listing is completed within 12 months following the closing of the Berlin Project Disposition, the greater of (1) such number of additional Jaguar Shares that would result in GCOM owning 20% of the number of post-listing Jaguar Shares; and (2) such number of additional Jaguar Shares with a value of $5,000,000, in each case at a deemed price per share equal to the listing price of the Jaguar Shares; or (ii) assuming the Jaguar Listing is not completed within 12 months following closing of the Berlin Project Disposition, the greater of (1) such number of additional Jaguar Shares that would result in GCOM owning 25% of the number of post-listing Jaguar Shares; and (2) such number of additional Jaguar Shares with a value of $6,000,000, in each case at a deemed price per share equal to the listing price of the Jaguar Shares; and

• iii. As soon as practicable, and in any event within 30 days, after the date that Jaguar achieves commercial production of uranium ore from the Berlin Project, $5,000,000 in cash.

The Company issued in 2023, 3,333,333 Common Shares to Generic Capital Corp. as compensation for advisory services in connection with the Berlin Project Disposition (expensed in 2023) and paid in May 2024 legal fees of $43,596 as part of the transaction cost.

Sale of Berlin Royalty

The Company placed the NSR into a separate subsidiary, 1000871349 Ontario Inc. (“ Ontario Co ”). On June 11, 2024, the Company completed the sale (the “ Berlin Royalty Sale ”) of the Ontario Co. to a third party (the “ Royalty Buyer ”) pursuant to the terms of a purchase and sale agreement between GCOM and the Royalty Buyer dated June 7, 2024. Pursuant to the Berlin Royalty Sale, the Royalty Buyer acquired all of the Ontario Co. common shares in exchange for 12,000,000 common shares of the Royalty Buyer at a deemed issue price of $0.25 per share, representing total deemed consideration of $3,000,000 recorded as investment as of June 30, 2024.

The Royalty Buyer is an arm’s length, privately-held royalty company designed to gain exposure to rising uranium prices by making strategic royalty acquisitions to grow its portfolio.

In connection with closing of the Berlin Royalty Sale, GCOM and Royalty Buyer entered into an investor rights agreement (the “Investor Rights Agreement ”) pursuant to which, among other things, GCOM has the right to appoint one member of the Board of Directors of the Royalty Buyer and has been granted pre-emptive rights to participate in any equity financing of Royalty Buyer in order to maintain its pro rata ownership interest , for so long as GCOM owns at least 10% of the Royalty Buyer shares. Effective as of closing of the Berlin Royalty Sale, Trumbull Fisher, the Chief Executive Officer of GCOM, was appointed to the Board of Directors of the Royalty Buyer. The company paid legal fees of $ 21,798 as part of the transaction cost.

Lion Critical Elements Corp. Sale of Argentina Lithium Assets

On June 26, 2024, the Company completed the sale (the “ LFP Sale ”) of 100% of the issued and outstanding shares (the “ LFP Shares ”) of LFP Resources Corp. (“ LFP ”) to Lion Critical Elements Corp. (“ Lion ”) pursuant to the terms of a purchase and sale agreement between GCOM and Lion dated June 21, 2024. LFP was a wholly-owned subsidiary of the Company, which owns, among other things, 10,000 hectares of prospective lithium ground in Rio Negro, Chubut, and Neuquén Provinces in Argentina and a 25% of Pampa Litio (as defined herein). Lion is an arm’s length, privatelyheld company that has a portfolio of lithium projects in Southern Zambia and uranium assets in Niger.

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Green Shift Commodities Ltd.

Notes to Condensed Consolidated Interim Financial Statements Three and Six Months Ended June 30, 2024 (Expressed in Canadian Dollars) (Unaudited)

5. Investments (continued)

Lion Critical Elements Corp. (continued) Sale of Argentina Lithium Assets (continued)

Pursuant to the LFP Sale, Lion acquired the LFP Shares in exchange for consideration comprised of 1,460,000 common shares of Lion (“ Lion Shares ”) at a deemed price of $1.0275 (US$0.75) per share and 500,000 warrants of Lion, each exercisable to acquire one Lion Share at an exercise price of $1.37 (US$1.00) per share until June 26, 2027. The company paid legal fees of $ 21,798 as part of the transaction cost. As of June 30, 2024, the company recorded as investment $1,500,150 plus 500,000 warrants at $0.5959 fair value worth $297,950. The fair value of the warrants was calculated using the Black Scholes option pricing model with the following assumptions: (1) dividend yield of 0%; (ii) expected volatility of 100%; (iii) risk free rate of 3.86%; (iv) with an expected life of 3 years; and (v) share price of $1.03.

As of June 30, 2024, the gain on sale of subsidiaries and royalty, net is as follow:

			As at
			June 30
			2024
~~Gain~~	~~on sale of Berlin Project, net~~	~~$~~	~~4,095,798~~
Gain	on sale of Berlin Royalty, net		1,978,202
Loss	on sale of Argentina subsidiaries,net		(1,454,538)
		$	4,619,462

During the three and six months ended June 30, 2024, $4,619,462 - $4,619,462 (three and six months ended June 30, 2023 $nil - $nil)

6. Amounts receivable and other assets

6. Amounts receivable and other assets
		As at		As at
		June 30,	December 31,
		2024		2023
Sales tax receivable-(Canada)	$	34,689	$	39,836
	$	34,689	$	39,836

7. Equipment and leases

		Office
		Equipment and		Leasehold		ROU Office
Cost		Furniture	improvements			Lease		Total
Balance at December 31, 2023	$	19,343	$	60,000	$	237,288	$	316,631
Addition		-		-		-		-
Balance at June 30, 2024	$	19,343	$	60,000	$	237,288	$	316,631

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Green Shift Commodities Ltd.

Notes to Condensed Consolidated Interim Financial Statements Three and Six Months Ended June 30, 2024 (Expressed in Canadian Dollars) (Unaudited)

7. Equipment and leases (continued)

		Office
		Equipment and Leasehold				ROU Office
Accumulated depreciation		Furniture	Improvements			Lease		Total
Balance at December 31, 2022	$	(3,868)	$	(12,000)	$	(47,458)	$	(63,326)
Depreciation expense		(4,934)		(3,000)		(23,729)		(31,663)
Balance at June 30, 2024	$	(8,802)	$	(15,000)	$	(71,187)	$	(94,989)
		Office
	Equipment and			Leasehold		ROU Office
Net book value		Furniture	Improvements			Lease		Total
Balance at December 31,2023	$	15,475	$	48,000	$	189,830	$	253,305
Balance at June 30, 2024	$	10,541	$	45,000	$	166,101	$	221,642

8. Stock options

The Company's stock option plan (the "Plan") was approved by the shareholders of the Company on June 30, 2009 and subsequent amendments approved on June 30, 2022, June 27, 2012, July 29, 2015 and August 7, 2020, for the purpose of attracting, retaining and motivating directors, officers, employees and other service providers by providing them with an opportunity, through share options, to acquire a proprietary interest in the Company and benefit from its growth. The number of stock options which may be granted under the plan is limited to not more than 10% of the issued common shares of the Company, calculated on a non-diluted basis immediately prior to the stock option grant.

The exercise price of options granted under the Plan is set at the “market price” of the common shares, which is calculated as the volume weighted average Canadian dollar trading price of the common shares for the five trading days prior to the date of grant. Options vest at the discretion of the board of directors of the Company, and in the case of directors, officers, and employees, is generally contingent upon continued service to the Company during the vesting period. The Plan provides that all options outstanding will vest fully in the event of a take-over bid. As well, where there is a change of control, outstanding options granted to directors, officers and employees will immediately vest in full.

All options expire on a date not later than five years after the issuance of such option, subject to extensions granted in connection with black-out periods.

The Company records a charge to the statement of loss and comprehensive loss account using the Black-Scholes fair valuation option pricing model. The valuation is dependent on a number of estimates, including the risk free interest rate, the level of stock volatility, together with an estimate of the level of forfeiture. The level of stock volatility is calculated with reference to the historic traded daily closing share price at the date of issue. Option pricing models require the input of highly subjective assumptions including the expected price volatility. Changes in the subjective input assumptions can materially affect the fair value estimate, and therefore the existing models do not necessarily provide a reliable measure of the fair value of the Company's share purchase options.

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• 10

Notes to Condensed Consolidated Interim Financial Statements Three and Six Months Ended June 30, 2024 (Expressed in Canadian Dollars) (Unaudited)

Green Shift Commodities Ltd.

8. Stock options (continued)

The following table reflects the continuity of stock options for the six months period ended June 30, 2024 and year ended December 31, 2023:

	Number of	Weighted average
	stock options	exercise price ($)
Balance, December 31, 2022	5,745,500	0.17
Granted (i)	550,000	0.21
Expired	(443,000)	0.28
Cancelled	(537,500)	0.15
Balance,December 31,2023	5,315,000	0.17
Balance, December 31, 2023	5,315,000	0.17
Granted(ii)	4,250,000	0.10
Balance, June 30, 2024	9,565,000	0.14

(i) On March 17 2023, the Company granted 500,000 stock options to a director of the Company pursuant to the Company’s stock option plan. The stock options were issued at an exercise price of $0.22, vest in tranches of 25%, with 25% vesting on grant and the remaining tranches at six-month intervals and will expire on March 17, 2028. For the purposes of the 500,000 options, the fair value of each option was estimated on the date of grant using the Black Scholes option pricing model with the following assumptions: expected dividend yield of 0%; expected volatility of 153.95% using the historical price history of the Company; risk free interest rate of 2.89%; and an expected average life of five years. The estimated value of $63,060 will be recorded to share-based payments reserve as the options vest. For the three and six months ended June 30, 2024, the impact on expenses was $22,697 - $39,412 (three and six months ended June 30, 2023, $nil - $nil).

On January 24 2023, the Company granted 50,000 stock options to a consultant of the Company pursuant to the Company’s stock option plan. The stock options were issued at an exercise price of $0.15, vest in tranches of 33%, with 33% vesting on grant and the remaining tranches at six-month intervals and will expire on January 24, 2028. For the purposes of the 50,000 options, the fair value of each option was estimated on the date of grant using the Black Scholes option pricing model with the following assumptions: expected dividend yield of 0%; expected volatility of 153.50% using the historical price history of the Company; risk free interest rate of 2.93%; and an expected average life of five years. The estimated value of $7,380 will be recorded to share-based payments reserve as the options vest. For the three months ended June 30, 2024, the impact on expenses was $22,697 - $7,380 (three and six months ended June 30, 2023, $nil - $nil).

(ii) On January 9, 2024, the Company granted 4,250,000 stock options to directors, officers and consultants of the Company pursuant to the Company’s stock option plan. The stock options were issued at an exercise price of $0.10, vest in tranches of 25%, with 25% vesting on grant and the remaining tranches at six-month intervals and will expire on January 9, 2029. For the purposes of the 4,250,000 options, the fair value of each option was estimated on the date of grant using the Black Scholes option pricing model with the following assumptions: expected dividend yield of 0%; expected volatility of 153.73% using the historical price history of the Company; risk free interest rate of 3.32%; and an expected average life of five years. The estimated value of $149,146 will be recorded to share-based payments reserve as the options vest. For the three and six months ended June 30, 2024, the impact on expenses was $22,697 - $37,286 (three and six months ended June 30, 2023, $nil - $nil).

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• 11

Green Shift Commodities Ltd.

Notes to Condensed Consolidated Interim Financial Statements Three and Six Months Ended June 30, 2024 (Expressed in Canadian Dollars) (Unaudited)

8. Stock options (continued)

During the three and six months ended June 30, 2024, a total of $81,575 - $102,211 in share-based payments (three and six months ended June 30, 2023$nil - $20,636) related to stock options granted and vested, have been reflected in the consolidated statements of loss and comprehensive loss (Note 15).

Stock option price volatility was based on historical price volatility of the common shares, which is assumed to be an appropriate and approximate proxy for future volatility of a stock option instrument granted for the underlying common shares.

The following table reflects the actual stock options issued and outstanding as of June 30, 2024:

		Weighted average		Number of
		remaining	Number of	options	Number of
	Exercise	contractual	options	vested	options
Expiry date	price ($)	life (years)	outstanding	(exercisable)	unvested
August 21, 2025	0.12	1.39	215,000	215,000	-
June 30, 2027	0.16	3.23	1,875,000	1,875,000	-
August 5, 2027	0.15	3.35	175,000	175,000	-
August 17, 2027	0.21	3.38	600,000	600,000	-
December 30, 2025	0.15	1.73	1,950,000	1,950,000	-
March 17, 2028	0.22	3.95	500,000	375,000	125,000
January 9, 2029	0.10	4.75	4,250,000	1,062,500	3,187,500
		3.59	9,565,000	6,252,500	3,312,500

9. Loss per common share

The calculation of basic and diluted loss per common share for the three and six months ended June 30, 2024 was based on the income (loss) after tax attributable to common shareholders of $4,107,941 - $(3,846,918) (three and six months ended June 30, 2023 – loss after tax of $1,017,652 - $1,847,480) and the weighted average number of common shares outstanding of 103,528,781 - 99,658,799, respectively (three and six months ended June 30, 2023 – 93,953,339 - 86,455,985). Diluted loss per share was not affected by including the 9,565,000 (three and six months ended June 30, 2023 - 5,810,500) share purchase options and 82,467,657 (three and six months ended June 30, 2023 - 39,963,257) warrants as they are anti-dilutive.

10. Exploration and evaluation expenditures

The Company enters into exploration agreements or permits with other companies or foreign governments pursuant to which it may explore, or earn interests in mineral properties by issuing common shares and/or making option or rental payments and/or incurring expenditures in varying amounts by varying dates. Failure by the Company to meet such requirements can result in a reduction or loss of the Company’s ownership interests or entitlements under the agreements or permits.

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• 12

Green Shift Commodities Ltd.

Notes to Condensed Consolidated Interim Financial Statements Three and Six Months Ended June 30, 2024 (Expressed in Canadian Dollars) (Unaudited)

10. Exploration and evaluation expenditures (continued)

The following is a detailed list of expenditures incurred on the Company’s mineral properties:

		Three Months Ended	Three Months Ended	Three Months Ended		Six Months Ended	Six Months Ended	Six Months Ended
		June 30				June 30,
		2024		2023		2024		2023
Colombia, South America (a)
Exploration activities	$	200,454	$	131,356	$	200,454	$	179,218
	$	200,454	$	131,356	$	200,454	$	179,218
Argentina, South America (a)
Exploration activities	$	104,662	$	135,676	$	139,920	$	223,486
	$	104,662	$	135,676	$	139,920	$	223,486
Armstrong, Ontario (b)
Exploration activities	$	(74,222)	$	-	$	(74,222)	$	-
	$	(74,222)	$	-	$	(74,222)	$	-
	$	230,894	$	267,032	$	266,152	$	402,704

Argentina, South America

• (a) Total cumulative exploration activities incurred in Argentina, South America to December 31, 2023, were $16,513,887. Most of this spending related to the Laguna Salada Property, which was sold in 2022. Spending during the three months ended June 30, 2024 amounted to $139,920.

Armstrong, Ontario

• (b) Total cumulative exploration activities incurred to the June 30, 2024 and December 31, 2023 year amounted to $59,822.

During 2024, the Company received an OJEP cash grant which was applied as a recovery of previous exploration spending.

11. Discontinued operations

On December 8, 2023, the Company entered into an agreement with Jaguar Uranium Corp. ("Jaguar") (Formerly, Latam Battery Metals Inc. (“Latam”)), an arms length party, for the sale the Company’s 100% interest in the Berlin Project (“Berlin” or the “Project”) located in Caldas, Colombia. Sale consideration for the Project includes:

• a) Upon closing of the Transaction: $20,000 in cash;

• Such number of Jaguar Shares representing 20% of the then outstanding Jaguar Shares; and A 1% NSR royalty payable on all production from the Property.

• b) On the earlier of (i) 90 days after the date on which the Project has been brought into good standing, and (ii) five days following completion of the Listing, $1,000,000 in cash;

• c) Upon completion of the Listing, either (i) assuming the Listing is completed within 12 months following the Closing, the greater of (1) such number of additional Jaguar Shares that would result in GCOM owning 20% of the number of post- Listing Jaguar Shares; and (2) such number of additional Jaguar Shares with a value of $5,000,000, in each case at a deemed price per share equal to the Listing price;

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• 13

Green Shift Commodities Ltd.

Notes to Condensed Consolidated Interim Financial Statements Three and Six Months Ended June 30, 2024 (Expressed in Canadian Dollars) (Unaudited)

11. Discontinued operations (continued)

• c) or (ii) assuming the Listing is not completed within 12 months following Closing, the greater of (1) such number of additional Jaguar Shares that would result in GCOM owning 25% of the number of post-Listing Jaguar Shares; and (2) such number of additional Jaguar Shares with a value of $6,000,000, in each case at a deemed price per share equal to the Listing price.

The Company announced the close of the transaction in a press release on April 9, 2024. The sale of the Project meets the definition of a discontinued operation per IFRS 5 Non-current assets held for sale and discontinued Operations, below are the discontinued operations as at June 30, 2024, and the year ended December 31, 2023:

Net liabilities of discontinued operations held for sale

Net liabilities of discontinued operations held for sale
		2024		2023
ASSETS
Total assets	$	-	$	-
LIABILITIES
Accountspayable	$	-	$	2,750,566
Total liabilities	$	-	$	2,750,566
Net liabilities in Colombia	$	-	$	2,750,566

As at June 30, 2024, the Company sold 100% the Project, and recognized a gain on sale of Berlin Project, net for $4,095,798 and gain on sale of Berlin Royalty, net for $1,978,202. (See note 5)

12. General and administrative

		Three Months	Three Months	ended		Six Months ended	Six Months ended	Six Months ended
		June	30			June	30,
		2024		2023		2024		2023
Salaries and benefits	$	25,394	$	55,732	$	50,472	$	79,020
Administrative and general		5,768		71,011		30,074		79,709
Share-based expenses		26,525		-		102,211		20,636
Professional fees		234,107		184,955		371,750		304,800
Business development		2,856		343,014		3,517		593,375
Reporting issuer costs		48,019		71,223		60,611		87,458
ROU depreciation expenses		11,865		11,865		23,729		23,729
Finance cost		4,501		5,497		9,261		11,227
Depreciation expense		3,967		-		7,934		6,185
	$	363,002	$	743,297	$	659,559	$1,206,139

13. Equity accounted investment

As at June 30, 2024, the Company had a 38.9% equity interest in SAS (as defined in note 3(c)(ii)), which is a private company (December 31, 2023 – 38.9%). Since inception, SAS has incurred losses and the Company is not required to fund any losses incurred by SAS beyond its initial equity investment and the investment in SAS has a carrying value of $nil (December 31, 2023 - $nil).

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• 14

Green Shift Commodities Ltd.

Notes to Condensed Consolidated Interim Financial Statements Three and Six Months Ended June 30, 2024 (Expressed in Canadian Dollars) (Unaudited)

14. Warrants

14. Warrants
	Number of	Weighted average
	warrants	exercise price ($)
Balance, December 31, 2022, and 2023	39,963,257	0.19
Issued(note 4)	42,504,400	0.075
Balance, June 30, 2024	82,467,657	0.13

Expiry date	Exercise price ($)	Warrants outstanding
August 3, 2025	0.15	22,726,907
August 3, 2025	0.15	1,153,063
December 22, 2024	0.25	15,380,371
December 22, 2024	0.15	702,916
June 7, 2027	0.075	23,350,000
June 21, 2027	0.075	18,587,400
June 21,2027	0.075	567,000
		82,467,657

15. Related party balances and transactions

Transactions between the Company and its subsidiaries, which are related parties of the Company, have been eliminated on consolidation and are not disclosed in this note.

Related parties include the Board of Directors, close family members and enterprises which are controlled by these individuals as well as certain persons performing similar functions.

• (a) The Company entered into the following transactions with related parties:

		Three Months	Three Months	Ended		Six Months Ended	Six Months Ended
		June	30,			June 30,
		2024		2023		2024	2023
John C. Ross Consulting Inc. (i)	$	22,500	$	22,500	$	45,000$	45,000
Lincoln Hold Co. Inc. (ii)	$	45,000	$	45,000	$	90,000$	75,000
Director fees and consulting (iii)	$	25,000	$	32,500	$	55,000$	55,000

• (i) Chief Financial Officer ("CFO") fees expensed to a company controlled by the current CFO of the Company. At June 30, 2024, $8,475 is included in amounts payable and other liabilities (December 31, 2023 - $nil).

• (ii) Chief Executive Officer ("CEO) fees expensed to a company controlled by the current CEO of the Company. At June 30, 2024, $nil is included in amounts payable and other liabilities (December 31, 2023 - $nil).

• (iii) During the six months ended June 30, 2024, director monthly fees incurred were $5,000, amounting to $30,000 (six months ended June 30, 2023 - $22,500). One director also charged consulting fees of $$10,000 and $25,000 during the three and six months ended June 30, 2024 (three and six months ended June 30, 2023 - $nil) in lieu of director fees. The Board of Directors do not have employment or service contracts with the Company. At June 30, 2024, $nil is included in amounts payable and other liabilities (December 31, 2023 - $nil).

• (b) The Company defines its key management personnel as its Board of Directors, Chief Executive Officer ("CEO"), and CFO. Remuneration of Directors and key management personnel of the Company, excluding that reported above, was as follows:

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• 15

Green Shift Commodities Ltd.

Notes to Condensed Consolidated Interim Financial Statements Three and Six Months Ended June 30, 2024 (Expressed in Canadian Dollars) (Unaudited)

15. Related party balances and transactions (continued)

			Three	Months Ended Six Months Ended	Months Ended Six Months Ended	Months Ended Six Months Ended	Months Ended Six Months Ended	Months Ended Six Months Ended
			June		30,		June 30,
			2024		2023	2024		2023
Share basedpayments		$	19,727	$	-	$ 51,297$		15,765
16.	Lease liability
						As at		As at
						June 30,	December 31,
						2024		2023
Lease liability, beginning of the period/year					$	198,784	$	-
Addition						-		237,288
Finance	cost					9,261		21,496
Leasepayment						(30,000)		(60,000)
Lease liability,end of theperiod/year					$	178,045	$	198,784
						June 30,	December 31,
						2024		2023
Current portion of lease liability					$	43,608	$	42,536
Non-currentportion of lease liability						134,437		156,248
Total					$	178,045	$	156,248

The Company recognized lease liability of $237,288 for the lease of a building using an incremental borrowing rate of 10%.

The undiscounted lease payments remaining as at June 30, 2024, are as follows:

Less than one year $ 60,000 One to five years 150,000

17. Segmented information

The Company primarily operates in one reportable operating segment, being the exploration and evaluation of properties for minerals in South America and Ontario, Canada. The Company has administrative offices in Toronto, Canada. Geographical information is as follows:

June 30, 2024

	Canada	Colombia	Colombia	Argentina	Argentina	Total
Current assets	$ 7,939,671	$	-	$	-	$ 7,939,671
Non-current assets	460,642		-		-	460,642
	$ 8,400,313	$	-	$	-	$ 7,939,671
December 31, 2023
	Canada	Colombia		Argentina		Total
Current assets	$ 1,852,775	$	-	$	-	$ 1,852,775
Non-current assets	3,401,347		-		-	3,401,347
	$ 5,254,122	$	-	$	-	$ 5,254,122

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• 16

Green Shift Commodities Ltd.

Notes to Condensed Consolidated Interim Financial Statements Three and Six Months Ended June 30, 2024 (Expressed in Canadian Dollars)

(Unaudited)

18. Property interests

		Acquisition
		Costs
Acquisition cost - LFP	$	-
Acquisition cost - New Peak		-
~~Acquisition cost - ALP~~		~~239,000~~
Balance, June 30, 2024	$	239,000

LFP Resources Corp ("LFP") acquisition

In March, 2023, the Company completed the acquisition of LFP Resources Corp., which holds prospective lithium ground in Rio Negro, Chubut, and Neuquen Provinces in Argentina.

Pursuant to the Acquisition, the Company acquired all outstanding shares of LFP for consideration for an up-front payment of $100,680 (USD$75,000) (recorded in long term prepaid assets at December 31, 2022) and the issuance of 17,500,000 common shares of the Company, at a price of $0.14, being the closing price of the common shares on the TSXV on the day immediately prior to closing of the Acquisition. The Company also assumed a working capital deficiency of $149,433. The total property interest recorded was $2,700,113.

Pampa Litio S.A. (“Pampa”) acquisition

The Company signed a definitive agreement (the “Agreement”) with New Peak Metals Limited (“New Peak”), to acquire (the “Acquisition”) a 25% interest in Pampa Litio S.A. (“Pampa”). Pampa is a private Argentinean company exploring for hard rock spodumene bearing pegmatites in the Pampean Ranges of Central Argentina.

Pursuant to the Agreement dated March 22, 2023, the Company agreed to pay $150,000 in cash and to issue 535,714 common shares of the Company (the “Common Shares”) as consideration for New Peak’s 25% interest in Pampa Litio. On May 11, 2023, the Company closed the Acquisition paid $150,000 in cash and issued 535,714 common shares of the Company at $0.11 per share. The total property interest recorded was $208,929.

During the six months ended June 30, 2024, the Company sold 100% of LFP and Pampa and recorded a loss on sale of Argentina subsidiaries, net of $1,454,538. (See note 5)

Armstrong Project ("ALP") acquisition

In September 2023, the Company completed the acquisition agreement of interest in the Armstrong Project ("ALP"), which consist of 90 claims totaling 1,800 ha.

Pursuant to the acquisition agreement, the Company acquired an existing option to purchase a 100% interest of ALP for consideration comprised of (i) $15,000 in cash, (ii) 1.5M common shares (the "Common Shares") of the Company at a deemed price of $0.095 per Common Shares; and (iii) $60,000 in cash, payable within five business days after the date upon which the Company has first completed one or more equity offerings for gross proceeds of a minimum of $5M in the aggregate. In addition, in the event that the Company has exercised the Option and publicly files a technical report in compliance with National Instrument 43-101 - Standards for Mineral Disclosure containing a current mineral resource, then the Company will pay a bonus payment of $300,000.

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• 17

Green Shift Commodities Ltd.

Notes to Condensed Consolidated Interim Financial Statements Three and Six Months Ended June 30, 2024 (Expressed in Canadian Dollars) (Unaudited)

18. Property interests (continued)

Armstrong Project ("ALP") acquisition (continued)

In order to exercise the Option, the Company has agreed to assume the remaining obligations under the original option agreement, including:

(i) the issuance of 100,000 Common Shares immediately upon closing of the transaction;

(ii) payment of $15,000 in cash on of before November 21, 2023;

(ii) payment of $20,000 in cash payable on of before November 21, 2024; and

(iv) the grant of a 1.0% net smelter of $200,000.

In addition, in respect of the first financing that the Company completes following the exercise of the Option, the Company has agreed to grant the optionor the right to participate in such financing and subscribe for a maximum of 100,000 Common Shares upon the same terms as the financing.

As at December 31, 2023, the Company closed the ALP acquisition, paid $15,000 in cash and issued 1,600,000 Common Shares of the Company for $224,000. The total acquisition cost is $239,000.

In March 2024, the Company received a matching exploration grant through the Ontario Junior Exploration Program of $74,222. The Company applied this grant to 2024 exploration at ALP.

19. Subsequent events

Subsequent to June 30, 2024, the Company sold the Las Altares uranium project located in Argentina, for $350,000 in cash and common shares in the acquiring company at a deemed value of $650,000.

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• 18