Infinitum Copper Corp. — Interim / Quarterly Report 2021

Jan 27, 2022

Amended Interim Condensed Consolidated Financial Statements

BAYSHORE PETROLEUM CORP.

For the three and nine months ended September 30, 2021

BAYSHORE PETROLEUM CORP. Interim Condensed Consolidated Statements of Financial Position (Unaudited)

Canadian Dollars unless otherwise stated

	Note	As at September 30,2021	As at December 31,2020
		(Amended–note 10)
		$	$
ASSETS
Current assets
Cash		23,240	49,234
Accounts receivable		-	47,250
Prepaidexpenses		-	18,842
GST receivable		4,043	-
		27,283	115,326
Non-current assets
Equipment		-	1,318
Right-of-use asset		-	65,120
		27,283	181,764
LIABILITIES
Current liabilities
Accounts payable and accrued liabilities		55,224	59,277
Current portion of lease obligation liability		-	44,917
GST Payable		-	3,155
Interest payable		-	66,528
Short-term unsecured loans	4	211,938	754,558
		267,162	928,435
Non-current liabilities
Lease obligation liability		-	18,176
Unsecuredloans		-	710,000
Interest payable		-	230,258
Decommissioning obligations		190,962	189,487
		458,124	2,076,356
SHAREHOLDERS' DEFICIT
Share capital		7,321,882	5,556,387
Contributed surplus		1,042,628	1,042,628
Accumulated deficit		(8,795,351)	(8,503,607)
		(430,841)27,283	(1,894,592)181,764
Going concern	2

APPROVED ON BEHALF OF THE BOARD:

Director	"Peter Ho"

"Chan Po Kwong" Director

BAYSHORE PETROLEUM CORP.

Interim Condensed Consolidated Statements of Loss and Comprehensive Loss (Unaudited)

Canadian Dollars unless otherwise stated

		Three months ended		Ninemonths ended
			September30		September30
	Note	2021	2020	2021	2020
			(Amended –	note 10)
		$	$	$	$
REVENUE
Technical services		-	22,000	-	112,000
		-	22,000	-	112,000
EXPENSES
Rent and occupancy	6	56,713	9,100	70,360	26,004
Professional, legal and advisory		38,366	5,000	50,136	16,059
Office and administration		11,151	8,698	36,932	39,610
Oil and gas operating expenses		998	621	2,027	1,757
Bad Debts expense		-	-	42,375	-
Depreciation of right of use asset		-	11,491	22,983	34,475
Contractors, consultant and staff		-	32,814	19,060	151,485
Accretion of decommissioningobligations		-	738	1,476	2,214
Depreciation of equipment		-	132	1,318	397
Tailings remediation project costs		-	161	231	11,651
Derecognized liabilities	7	-	(45,966)	-	(45,966)
Loss from operations		(107,228)	(789)	(246,898)	(125,686)
Finance costs
Accretion of convertible debt		-	(5,306)	-	(15,802)
Lease finance expense		-	(4,084)	(8,694)	(11,954)
Interest recovery (expense)		6,408	(39,261)	(36,152)	(116,214)
Loss and comprehensiveloss		(100,820)	(49,440)	(291,744)	(269,656)
Loss per ordinary shareBasic and diluted (per share)		-	-	-	-

BAYSHORE PETROLEUM CORP.

Interim Condensed Consolidated Statements of Changes in Equity

(Unaudited)

Canadian Dollars unless otherwise stated

	Number ofshares	Sharecapital	Equitycomponentofconvertibledebt	ContributedSurplus	Deficit	Totalequity
		$	$	$	$	$
Balance at December 31, 2019	82,360,815	5,507,672	75,523	980,820	(8,184,094)	(1,620,079)
Issuance of common shares onexercise of stock options	900,00	58,715	-	(13,715)	-	45,000
Loss and comprehensive loss	-	-	-	-	(269,656)	(269,656)
Balance at September30, 2020	83,260,815	5,556,387	75,523	967,105	(8,483,750)	(1,844,735)
Balance at December 31, 2020Issuance of common shares onsettlementof debt	82,360,81535,109,900	5,556,3871,755,495	--	1,042,628-	(8,503,607)-	(1,894,592)1,755,495
Loss and comprehensive loss(Amended–note 10)	-	-	-	-	(291,744)	(291,744)
Balance at September30,2021	118,370,715	7,321,882	-	1,042,628	(8,795,351)	(430,841)

BAYSHORE PETROLEUM CORP.

Interim Condensed Consolidated Statements of Cash Flows

(Unaudited)

Canadian Dollars unless otherwise stated

			Three months endedSeptember30	Nine	monthsendedSeptember30
	Note	2021	2020	2021	2020
			(Amended –	note 10)
Operating activities		$	$	$	$
Net loss for the period		(100,820)	(49,440)	(291,744)	(269,656)
Adjustments for:
Depreciation of rightof-use assets		-	11,491	22,983	34,475
Amortization ofproperty		-	132	1,318	397
plant and equipment
Accretion ofdecommissioningobligation		-	738	1,476	2,214
Accretion of convertible debt		-	5,306	-	15,802
Derecognition of lease liability
Lease finance expense		-	4,084	8,694	11,954
Interest expense		(6,408)	39,261	36,153	116,214
Derecognition of lease liability	6	1,723	-	1,723	-
Derecognition of liabilities	7	-	(45,966)	-	(45,966)
Changes in non-cash working capital:Prepaid expensesAccounts receivableGST receivable		8,342-(4,740)	-92,2612,088	18,84247,250(7,198)	5,28057,7264,642
Accounts payable and accrued liabilities		30,455	(23,618)	(4,055)	(49,146)
Net cash generated from (usedin)operating activities		(71,448)	36,337	(164,558)	(116,064)
Financing activities
Proceeds from unsecured loans	4	89,938	35,000	169,938	60,000
Repayment of lease liability		-	(15,696)	(31,374)	(47,061)
Issue of common shares		-	-	-	45,000
Net cash generated from (used in)financing activities		89,938	19,304	138,564	57,939
Net change in cash		18,490	55,641	(25,994)	(58,125)
Cash, beginning of the periodCash, end of the period		4,75023,240	21,51177,152	49,23423,240	135,27777,152

1. NATURE OF BUSINESS

Bayshore Petroleum Corp. ("Bayshore" or the "Company") is incorporated in Alberta, Canada under the Business Corporations Act. Bayshore's common shares are listed on the TSX Venture Exchange ("Exchange") under the symbol "BSH". The address of the Company's corporate and registered office is Suite 340, 600 Crowfoot Crescent NW, Calgary, Alberta, T3G 0B4 and the operational address is Bay 127, 5655 – 10 Street NE, Calgary, Alberta, T2E 8W7. The Company is an early stage oil and gas technology service company with a plan to advance, though collaboration with industry partners, an innovative oil sand tailings treatment project ("Pilot Project") located in western Canada.

2. GOING CONCERN

These financial statements have been prepared on a going concern basis, which assumes that the Company will realize the carrying value of its assets and satisfy its obligations as they become due in the normal course of operations.

The Company currently does not generate any revenue to cover ongoing operating and administrative costs and relies on related party loans and the issuance of share capital to fund ongoing operations. At September 30, 2021, the Company had an accumulated deficit of $8,795,351, a working capital deficit of $239,879 and a cash balance of $23,240. For the nine-month period ended September 30, 2021 the Company reported a loss of $291,744, and a third quarter loss of $100,820.

The ability of the Company to continue as a going concern will depend on its ability to raise additional capital and achieve profitable operations sufficient to meet all obligations, the outcome of which is uncertain. During the third quarter loan financing and was obtained from the controlling shareholder and an executive officer provided unsecured loans to the Company.

These uncertainties may cast significant doubt on the Company's ability to continue as a going concern. Although in the opinion of management, the use of the going concern assumption is appropriate, there can be no assurance that any steps management is taking will be successful. These financial statements do not reflect adjustments in the carrying values of the assets and liabilities, expenses and the balance sheet classifications that would be used if the going concern assumption was not appropriate. Such adjustments could be material.

Impact of COVID-19

The financial markets have been negatively impacted by the COVID-19 outbreak which was declared a pandemic by the World Health Organization on March 12, 2020. Global oil prices have fallen by approximately 50% since December 31, 2019 partially due to reduced demand associated with the outbreak of COVID-19 and partially to the commercial and geopolitical conflicts among major oil producing countries. The extent to which COVID-19 may impact Bayshore's results in terms of the ability to source financings, will depend on future developments, which are highly uncertain and cannot be predicted. COVID-19 may impact the measurement of fair value for certain financial statement items, however, whether an adjustment is required depends on the timing of the impact to an item's fair value. The Company tests its non-financial assets for recoverability whenever events or changes in circumstances indicate that a non-financial asset's carrying amount may not be recoverable.

3. BASIS OF PRESENTATION

Statement of compliance

These unaudited condensed interim financial statements have been prepared by management in accordance with International Accounting Standard 34, "Interim Financial Reporting". The preparation of interim financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expenses. Actual results may differ from these estimates.

In preparing these unaudited condensed interim financial statements, the significant judgements made by management in applying the accounting policies and the key sources of estimation uncertainty were the same as those applied to the annual audited financial statements as at and for the year ended December 31, 2019. These unaudited condensed interim financial statements have been prepared following the same accounting policies as the annual audited financial statements for the year ended December 31, 2020 and should be read in conjunction with those annual audited financial statements and the notes thereto. These unaudited condensed interim financial statements were approved by the Board of Directors on January 25, 2022. The disclosures provided below are incremental to those included in the 2020 annual audited financial statements.

Basis of consolidation

These unaudited interim condensed consolidated financial statements include the accounts of the Company and its subsidiary. Subsidiaries are entities that the Company controls. An investor controls an investee when it is exposed, or has rights, to variable returns from its involvement with the investee and can affect those returns through its authority over the investee. The existence and effect of potential voting rights are considered when assessing whether a company controls another entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Company. They are deconsolidated from the date that control ceases. Bayshore Petroleum Corp. and the following legal entity is within the Bayshore Group of Companies:

Legal entity	IncorporationDate	Registered	Ownership interestatSeptember30, 2020
Bayshore Oil Technology Corp.	May 24, 2019	Canada	100%

All inter-company transactions, balances and unrealized gains on transactions between the parent and subsidiary companies are eliminated on consolidation. During the 3rd Quarter, BOTC had not incurred any revenue or expenses as the company has no active business.

Functional and presentation currency

These financial statements have been prepared in Canadian dollars, which is the Company's functional currency.

3. BASIS OF PRESENTATION (CONTINUED)

Basis of measurement

These financial statements have been prepared on a historical cost basis, which is generally based on the fair value of consideration given at the time of exchange.

Future accounting pronouncements

Certain pronouncements have been issued by the IASB that are mandatory for accounting periods after September 30, 2021. There are currently no such pronouncements that are expected to have a significant impact on the Company's unaudited condensed consolidated interim financial statements upon adoption.

4. UNSECURED LOANS

	September 30, 2021	December 31,2020
	$	$
Balance, beginning of period	1,464,558	1,100,000
Proceeds from loan advances	169,938	65,000
Transferred from convertible debt	-	299,558
Settlement of unsecured loans by issuance ofcommon shares	(1,422,558)	-
Balance, end of period	211,938	1,459,558
Current	211,938	749,558
Long-term	-	710,000
	211,938	1,464,558

During the nine months ended September 30, 2021, funds totaling $60,520 were advanced to the Company by the Chairman of the Board and an officer of the Company. In addition, funds of $109,418 (three months ended September 30, 2021 - $89,418) were advanced by a third party. These advances, in the form of shortterm loans, are non-interest bearing and are payable on demand.

During the three months ended June 30, 2021, the Company settled $1,422,558 of shareholder loans and $332,937 of accrued interest by issuing 35,109,900 common shares.

5. SHARE CAPITAL

Share based payments

The Company has granted options for the purchase of common shares to its directors and officers. The Company's stock option plan is a "fixed" plan. Under the fixed plan, the maximum number of shares reserved for issuance under and subject to the plan is 83,260,815, being 10% of the issued and outstanding common shares of the Company at September 30, 2021.

The following table details the stock option transactions during the period:

	Number of StockOptions	Weightedaverageexercise price($)
Balance, beginning of year	5,200,000	0.05
Expired	(1,900,000)	0.05
Balance,September30, 2021	3,300,000	0.05

Stock options outstanding at September 30, 2021:

		Weighted average
Number of stock options vested	Weighted average	remaining contractual life
and outstanding	exercise price ($)	(years)
3,300,000	0.05	2.25

6.

6. PREMISES LEASE

At December 31, 2020, the Company was a party to a long-term lease agreement for combined office and warehouse premises until May 31, 2022.

On August 15, 2021, the Company signed an agreement to terminate its lease and vacate the related premises by September 15, 2021 by paying $30,763. As related to the termination of the lease, a premises lease deposit of $8,342, previously presented as prepaid expenses has been expensed.

7. DERECOGNIZED LIABILITIES

During the year ended December 31, 2020, the Company derecognized $45,966 from accounts payable and accrued liabilities for which the Company's management had concluded that the related obligations had been extinguished due to the time period elapsed in the case of trade accounts payable.

8. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

The Company classifies the fair value of financial instruments according to the following hierarchy based on the amount of observable inputs used to value the instrument:

• Level 1 – Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions occur in sufficient frequency and volume to provide pricing information on an ongoing basis.

• Level 2 – Pricing inputs are other than quoted prices in active markets included in Level 1. Prices in Level 2 are either directly or indirectly observable as of the reporting date. Level 2 valuations are based on inputs, including expected interest rates, share prices, and volatility factors, which can be substantially observed or corroborated in the marketplace.

• Level 3 – Valuation in this level are those with inputs for the asset or liabilities that are not based on observable market data.

The carrying values of accounts payable and accrued liabilities and unsecured loans approximate their fair values at September 30, 2021 due to their relatively short periods to maturity. Cash is a Level 1 fair value measurement.

The interest rate on related party loans may be lower than the expected market rate, therefore the fair value may be less than the carrying value and is considered a Level 3 fair value instrument. The difference is not considered material to the consolidated financial statements.

Liquidity risk

Liquidity risk is the risk that an entity will encounter difficulty in meeting obligations associated with financial liabilities. The Company's accounts payable and accrued liabilities and short-term loans are currently payable.

The Company has cash on hand of $23,240 at September 30, 2021 available to fund its financial obligations.

In order to meet the Company's anticipated future working capital requirements, it will be required to attract additional funds through the issuance of debt, equity or other business means.

Interest rate risk

The Company is not exposed to interest rate risk as the Company's unsecured loans payable are non-interest bearing.

9. PROPOSED TRANSACTION

On June 25, 2021, Bayshore Petroleum Corp entered into a definitive amalgamation agreement with Infinitum Copper Corp. ("ICC") (the "Amalgamation Agreement"). The transaction contemplated by the Amalgamation Agreement (the "Transaction") will result in a reverse takeover of the Company by ICC in accordance with the policies of the TSX Ventures Exchange ("TSXV"). The completion of the Amalgamation Agreement is subject to several conditions that are required to be addressed before it can be finalized.

10. RESTATEMENT AND COMPARATIVE FIGURES

The Company has amended and restated its unaudited condensed consolidated interim financial statements for the three and nine months ended months ended September 30, 2021, which were previously filed on SEDAR (the "Interim Financial Statements"). Loss and comprehensive loss for the three months and nine months ended September 30, 2021 was increased by $22,955. The most significant adjustment was an additional accrual of $37,750 related to professional, legal and advisory expenses.

Additional corrections and classifications were made to the statement of loss and comprehensive loss and statement of cash flows.

In addition, prior year figures have been reclassified to conform with the current year presentation.