International Bethlehem Mining Corp — Interim / Quarterly Report 2023

May 24, 2023

INTERNATIONAL BETHLEHEM MINING CORP.

Condensed Consolidated Interim Financial Statements

For the three months ended March 31, 2023 and 2022

(Unaudited – Prepared by Management)

(Expressed in Canadian Dollars)

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NOTICE OF NO AUDITOR REVIEW OF INTERIM FINANCIAL STATEMENTS

Under National Instrument 51-102, Part 4, subsection 4.3(3)(a), if an auditor has not performed a review of the interim financial statements, they must be accompanied by a notice indicating that the financial statements have not been reviewed by an auditor. The accompanying unaudited condensed consolidated interim financial statements of the Company have been prepared by and are the responsibility of the Company’s management. The Company’s independent auditor has not performed a review of these financial statements in accordance with standards established by the Chartered Professional Accountants of Canada for a review of interim financial statements by an entity’s auditor.

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INTERNATIONAL BETHLEHEM MINING CORP. Condensed Consolidated Interim Statements of Financial Position

(Unaudited - Expressed in Canadian Dollars) As at March 31, 2023 and 2022

		March 31,		December 31,
		2023		2022
ASSETS
Current
Cash and cash equivalents	$	2,743	$	17,595
Receivables		2,162		1,872
		4,905		19,467
Reclamation deposit(Note 4)		30,000		30,000
	$	34,905	$	49,467
LIABILITIES AND SHAREHOLDERS' DEFICIENCY
Current
Accounts payable and accrued liabilities (Note 5)	$	352,888	$	323,682
Loans payable (Note 8)		214,000		211,500
Obligation to issue shares (Note 6)		42,500		42,500
		609,388		577,682
Shareholders' deficiency
Capital stock (Note 6)		13,419,138		13,419,138
Reserves (Note 7)		1,437,227		1,437,227
Deficit		(15,430,848)		(15,384,580)
		(574,483)		(528,215)
	$	34,905	$	49,467

Nature of operations and going concern (Note 1) Proposed transaction (Note 12)

On behalf of the Board:

“Peter Berdusco” Director “Edward Rochette”

Director

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

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INTERNATIONAL BETHLEHEM MINING CORP.

Condensed Consolidated Interim Statements of Loss and Comprehensive Loss

(Unaudited - Expressed in Canadian Dollars)

	Three months ended March 31, 2023 Three months ended March 31, 2022
EXPENSES Consulting fees (Note 5) Management fees (Note 5) Office and miscellaneous (Note 5) Professional fees (Note 5) Rent (Note 5) Transfer agent and regulatory fees Loss and comprehensive loss for the period	$ 5,000 $ - 9,000 9,000 6,020 6,328 19,317 11,000 4,500 7,500 2,431 4,473
	$ (46,268) $ (38,301)
Basic and diluted loss per share	$ (0.00) $ (0.00)
Weighted average number of common shares outstanding –basic and diluted	28,897,617 28,897,617

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

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INTERNATIONAL BETHLEHEM MINING CORP.

Condensed Consolidated Interim Statements of Changes in Shareholders’ Deficiency (Unaudited - Expressed in Canadian Dollars)

Number of Shares Capital Stock ($)	Reserves ($)	Deficit ($) Total Shareholders’ Deficiency ($)
Balance, December 31, 2021 28,897,617 13,419,138 Loss for the period - -	1,437,227 -	(15,251,448) (395,083) (38,301) (38,301)
Balance, March 31, 2022 28,897,617 13,419,138	1,437,227	(15,289,749) (433,384)
Balance, December 31, 2022 28,897,617 13,419,138 Loss for the period - -	1,437,227 -	(15,384,580) (528,215) (46,268) (46,268)
Balance, March 31, 2023 28,897,617 13,419,138	1,437,227	(15,430,848) (574,483)

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

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INTERNATIONAL BETHLEHEM MINING CORP. Condensed Consolidated Interim Statements of Cash Flows

(Unaudited - Expressed in Canadian Dollars) For the three months ended March 31, 2023 and 2022

	2023 2022
CASH FLOWS FROM OPERATING ACTIVITIES Loss for the period Changes in non-cash working capital items Receivables Prepaid expenses Accounts payable and accrued liabilities Net cash flows used in operating activities CASH FLOWS FROM FINANCING ACTIVITIES Loan proceeds Net cash flows provided by financing activities Change in cash and cash equivalents Cash and cash equivalents, beginning	$ (46,268) $ (38,301) (290) 1,888 - 18,250 29,206 (9,549)
	(17,352) (27,712)
	2,500 -
	2,500 -
	(14,852) (27,712) 17,595 36,168
Cash and cash equivalents, end	$ 2,743 $ 8,456
Cash paid for interest Cash paid for income taxes	$ - $ - $ - $ -

There were no supplemental cash flow information for the periods ended March 31, 2023 and 2022.

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

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INTERNATIONAL BETHLEHEM MINING CORP . Notes to the Condensed Consolidated Interim Financial Statements

(Unaudited - Expressed in Canadian Dollars) For the three months ended March 31, 2023 and 2022

1. NATURE OF OPERATIONS AND GOING CONCERN

Nature of operations

International Bethlehem Mining Corp. (the “Company”) was incorporated April 5, 1995 under the laws of the Province of British Columbia. The Company was engaged in the exploration of mineral resource properties, primarily in Canada.

Going concern

These condensed consolidated interim financial statements have been prepared on the basis of accounting principles applicable to a going concern, which assume that the Company will be able to continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities and commitments in the normal course of business.

There are several conditions that may cast significant doubt on the Company’s ability to continue as a going concern, including that the Company has incurred significant operating losses and accumulated deficits over the past several fiscal years. As at March 31, 2023, the Company is unable to self-finance operations in the long term, has a working capital deficit of $604,483, a deficit of $15,430,848, limited resources, no source of operating cash flow and no assurances that sufficient funding will be available.

The application of the going concern concept is dependent upon the Company’s ability to generate future profitable operations and receive continued financial support from its creditors and shareholders. These condensed consolidated interim financial statements do not include any adjustments to the amounts and classifications of assets and liabilities that might be necessary should the Company be unable to continue as a going concern. Management is actively engaged in the review and due diligence on new projects, is seeking to raise the necessary capital to meet its funding requirements and has undertaken available cost-cutting measures. There can be no assurance that management’s plan will be successful. If the going concern assumption were not appropriate for these condensed consolidated interim financial statements, then adjustments would be necessary in the carrying value of assets and liabilities, the reported expenses and the statement of loss and comprehensive loss classifications used. Such adjustments could be material.

There are many external factors that can adversely affect general workforces, economies and financial markets globally. Examples include, but are not limited to, the COVID-19 global pandemic and political conflict in other regions. It is not possible for the Company to predict the duration or magnitude of adverse results of such external factors and their effect on the Company’s business or ability to raise funds.

2. BASIS OF PREPARATION

Statement of compliance

These condensed consolidated interim financial statements have been prepared in accordance with International Accounting Standards (“IAS”) 34, Interim Financial Reporting.

The Board of Directors approved the condensed consolidated interim financial statements for issue on May 19, 2023.

Basis of consolidation

These condensed consolidated interim financial statements include the accounts of the Company and its whollyowned inactive subsidiary, Bethlehem Resources (Nevada) Corp. All significant intercompany transactions and balances have been eliminated.

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INTERNATIONAL BETHLEHEM MINING CORP . Notes to the Condensed Consolidated Interim Financial Statements

(Unaudited - Expressed in Canadian Dollars) For the three months ended March 31, 2023 and 2022

2. BASIS OF PREPARATION (Continued)

Basis of measurement

The condensed consolidated interim financial statements have been prepared on the historical cost basis except for certain financial instruments, which are measured at fair value.

Functional and presentation currency

These condensed consolidated interim financial statements are presented in Canadian dollars, which is the Company’s and its subsidiary’s functional currency. All financial information is expressed in Canadian dollars unless otherwise stated and have been rounded to the nearest dollar.

Use of estimates and judgements

The preparation of the condensed consolidated interim financial statements in conformity with IFRS requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Although these estimates are based on management’s best knowledge of the amount, event or actions, actual results ultimately may differ from those estimates.

The most significant accounts that require estimates as the basis for determining the stated amounts include the valuation of share-based payments and recognition of deferred tax amounts.

Critical accounting estimates:

a) Share-based payments

The fair value of share options granted is measured using the Black-Scholes option pricing model. Measurement inputs include share price on measurement date, exercise price of the option, expected volatility, expected life of the options, expected dividends and the risk-free rate. These estimates will impact the amount of share-based payments recognized.

b) Income taxes

Related assets and liabilities are recognized for the estimated tax consequences between amounts included in the financial statements and their tax base using substantively enacted future income tax rates. Timing of future revenue streams and future capital spending changes can affect the timing of any temporary differences and, accordingly, affect the amount of the deferred tax asset or liability calculated at a point in time.

3. SIGNIFICANT ACCOUNTING POLICIES

In preparation of these condensed consolidated interim financial statements, the Company has consistently applied the same accounting policies as disclosed in the audited consolidated annual financial statements for the year ended December 31, 2022.

4. RECLAMATION DEPOSIT

As at March 31, 2023, the Company has refundable deposits of $30,000 (December 31, 2022 - $30,000) with the British Columbia Ministry of Mines relating to the Company’s former Ground Hog Basin, Cottonbelt and LH properties.

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INTERNATIONAL BETHLEHEM MINING CORP . Notes to the Condensed Consolidated Interim Financial Statements

(Unaudited - Expressed in Canadian Dollars) For the three months ended March 31, 2023 and 2022

5. RELATED PARTY TRANSACTIONS

Key management personnel are the persons responsible for the planning, directing and controlling the activities of the Company and include both executive and non-executive directors, and entities controlled by such persons. The Company considers all directors and officers of the Company to be key management personnel.

• (a) As at March 31, 2023, accounts payable and accrued liabilities of $191,138 (December 31, 2022 - $168,138) and loans payable of $51,000 (December 31, 2022 - $51,000) were owing to companies controlled by directors or companies having certain common directors and former directors.

• (b) The Company paid or accrued the following amounts during the periods ended March 31, 2023 and 2022 to key management and companies controlled by directors and former directors or companies having certain directors and former directors in common:

		March 31,		March 31,
		2023		2022
Professional fees - accounting	$	15,000	$	-
Consulting fees		5,000		-
Office and miscellaneous - corporate administration fees		6,000		6,000
Management fees		9,000		9,000
Rent		4,500		-

6. CAPITAL STOCK

• a) Authorized share capital

Unlimited common shares with no par value.

• b) Issued share capital

There were no shares issued during the period ended March 31, 2023.

There were no shares issued during the year ended December 31, 2022. During the year ended December 31, 2022, the Company received $42,500 towards a future financing which is recorded as an obligation to issue shares.

7. STOCK OPTIONS AND WARRANTS

Stock options

Options to purchase common shares have been granted to directors, officers, employees and consultants at exercise prices determined by reference to the market value on the date of the grant. Under the terms of the Company’s rolling stock option plan, dated May 28, 2005, the maximum number of common shares issuable shall not exceed 10% of the issued and outstanding shares of the Company at the time the stock options are granted. Vesting of stock options is at the discretion of the Board of Directors at the time the options are granted.

There were no stock options outstanding as at March 31, 2023.

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INTERNATIONAL BETHLEHEM MINING CORP . Notes to the Condensed Consolidated Interim Financial Statements

(Unaudited - Expressed in Canadian Dollars) For the three months ended March 31, 2023 and 2022

7. STOCK OPTIONS AND WARRANTS (Continued)

Warrants

Warrant transactions are summarized as follows:

arrant transactions are summarized as follows:
		Weighted
	Number	Average
	of Warrants	Exercise Price
Balance, December 31, 2021	17,466,666	$ 0.06
Expired	(15,966,666)	0.06
Balance, December 31, 2022 and March 31, 2023	1,500,000	$ 0.06

The following warrants were outstanding at:

The following warrants were outstanding at:
Expiry Date	Exercise Price Number of Warrants
May7,2024	$ 0.06 1,500,000
Outstanding, March 31, 2023	1,500,000

8. LOANS PAYABLE

As at March 31, 2023 the outstanding loans payable balance is $214,000 (December 31, 2022 - $211,500), of which $51,000 is owed to a related party (December 31, 2022 - $51,000) (Note 5). The loans are non-interest bearing, unsecured with no repayment terms.

9. CAPITAL MANAGEMENT

The Company’s shareholders’ deficiency comprises its capital under management. The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern in order to pursue the development of its mineral properties and to maintain a flexible capital structure, which optimizes the costs of capital at an acceptable risk.

The Company manages the capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust the capital structure, the Company may attempt to issue new shares, issue new debt, acquire or dispose of assets.

In order to facilitate the management of its capital requirements, the Company prepares expenditure budgets that are updated as necessary depending on various factors, including successful capital deployment and general industry conditions. The Board of Directors does not establish quantitative return on capital criteria for management, but rather relies on the expertise of the Company’s management to sustain future development of the business.

In order to maximize ongoing development efforts, the Company does not pay out dividends. The Company’s investment policy is to invest its short-term excess cash in highly liquid short-term interest-bearing investments with maturities of 365 days or less from the original date of acquisition, selected with regard to the expected timing of expenditures from continuing operations.

To fund future operations and exploration activities the Company will need to raise funds through future share issuances, issue new debt or dispose of assets. There have been no changes to the Company’s approach to capital management during the period ended March 31, 2023. The Company is not subject to externally imposed capital requirements.

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INTERNATIONAL BETHLEHEM MINING CORP . Notes to the Condensed Consolidated Interim Financial Statements

(Unaudited - Expressed in Canadian Dollars) For the three months ended March 31, 2023 and 2022

10. SEGMENTED INFORMATION

The Company had one operating segment, mineral exploration. All assets of the Company are located in Canada.

11. FINANCIAL INSTRUMENTS

Fair value

The Company provides information about its financial instruments measured at fair value at one of three levels according to the relative reliability of the inputs used to estimate the fair value:

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

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

The Company classifies its cash and cash equivalents as fair value through profit or loss and its receivables, accounts payable and accrued liabilities and loans payable at amortized cost.

The carrying values of receivables, accounts payable and accrued liabilities and loans payable approximate their fair values due to the short-term maturity of these financial instruments.

The Company’s risk exposure and the impact on the Company’s financial instruments are summarized below.

Credit risk

Credit risk is the risk of financial loss to the Company if a counter party to a financial instrument fails to meet its payment obligations. The Company is exposed to credit risk with respect to its cash and cash equivalents and receivables.

Management believes that the credit risk concentration with respect to cash and cash equivalents is remote as it maintains accounts with highly-rated financial institutions.

Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in satisfying financial obligations as they become due. The Company manages its liquidity risk by forecasting cash flows from operations and anticipated investing and financing activities. At March 31, 2023, the Company had accounts payable and accrued liabilities of $352,888 (December 31, 2022 - $323,682). Based on the current funds held as at March 31, 2023, the Company does not have sufficient working capital for the short term and will need to rely upon financing from shareholders and/or debt holders to obtain sufficient working capital in the long term. There is no assurance that such financing will be available on terms and conditions acceptable to the Company.

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INTERNATIONAL BETHLEHEM MINING CORP . Notes to the Condensed Consolidated Interim Financial Statements

(Unaudited - Expressed in Canadian Dollars) For the three months ended March 31, 2023 and 2022

11. FINANCIAL INSTRUMENTS ( Continued)

Market risk

Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate due to changes in market prices. Market risk comprises three types of risk: interest rate risk, foreign currency risk and other price risk.

• (i) Interest rate risk

Interest rate risk consists of two components:

• (a) To the extent that payments made or received on the Company’s monetary assets and liabilities are affected by changes in the prevailing market interest rates, the Company is exposed to interest rate cash flow risk.

• (b) To the extent that changes in prevailing market rates differ from the interest rate in the Company’s monetary assets and liabilities, the Company is exposed to interest rate price risk.

The Company is not exposed to significant interest rate risk.

• (ii) Foreign currency risk

The Company is not exposed to significant foreign currency risk.

• (iii) Other price risk

Other price risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate due to changes in market prices, other than those arising from interest rate risk or foreign currency risk. The Company is not exposed to other price risk.

12. PROPOSED TRANSACTION

During the year ended December 31, 2022, the Company entered into a purchase and sale agreement (the “Transaction”), pursuant to which the Company will acquire from an arm’s length third party (the “Vendor”), a 90% interest in the Clifford Gold Project, Ontario (the “Project”).

The Company will acquire the 90% interest in the Project by issuing 20,000,000 common shares of the Company to the vendor. The Transaction represents a fundamental acquisition for the Company under the rules of the TSX Venture Exchange, following which the Company expects to graduate back to the main board of the TSX Venture Exchange as a Tier 2 Mining Issuer. No finders’ fees or commissions are payable in connection with completion of the Transaction.

Following completion of the Transaction, the Vendor will retain a 10% interest in the Project and the Company will hire the Vendor as its exploration work contractor on terms agreed by the parties. The Company will be responsible for the costs associated with the maintenance and development of the Project until completion of a preliminary economic assessment. The Project will also be subject to a 2% net smelter returns royalty, which the Company will be responsible for, of which one-half may be purchased by the Company in consideration for a one-time payment of $2,000,000.

Closing of the Transaction remains subject to approval of the TSX Venture Exchange.

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