Jiva Technologies Inc. — Audit Report / Information 2021

Jul 30, 2021

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Audited Consolidated Financial Statements

For the Years Ended March 31, 2021 and 2020

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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 Warrior Gold Inc.

Opinion

We have audited the consolidated financial statements of Warrior Gold Inc. ("the Group"), which comprise the consolidated statements of financial position as at March 31, 2021 and March 31, 2020 and the consolidated statements of comprehensive loss, changes in equity and cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as at March 31, 2021 and March 31, 2020, and its consolidated financial performance and its consolidated 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 Consolidated Financial Statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the consolidated 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 1 to the consolidated financial statements which describes the material uncertainty that may cast significant doubt on the Group'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 consolidated 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 consolidated 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 consolidated 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 Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with International Financial Reporting Standards, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is responsible for assessing the Group’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 Group or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Group’s financial reporting process.

Auditor's Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated 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 consolidated 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 consolidated 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 Group’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 Group’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 consolidated 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 Group to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are

responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

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 Keith L. Gagnon.

"Crowe MacKay LLP"

Chartered Professional Accountants Vancouver, Canada July 27, 2021

WARRIOR GOLD INC. Consolidated Statements of Financial Position Expressed in Canadian Dollars

WARRIOR GOLD INC. Consolidated Statements of Financial Position Expressed in Canadian Dollars
Note	March 31 2021 March 31 2020 $ $
ASSETS Current assets Cash Receivables Prepaid expenses and deposits Total current assets Non-current assets Exploration and evaluation assets 8 Right-of-use asset 6 Total non-current assets Total assets	409,534 70,378 107,302 174,898 15,229 14,933
	532,065 260,209
	5,132,261 4,990,286 15,074 30,062
	5,147,335 5,020,348
	5,679,400 5,280,557
LIABILITIES Current liabilities Accounts payable and accrued liabilities 12 Flow-through unit premium liabilities 5 Lease liability – short term 6 Total current liabilities Non-current Lease liability – long term 6 Total non-current liabilities Total liabilities EQUITY Share capital 9 Reserves 9,10 Deficit Total equity Total liabilities and equity	245,107 172,912 85,362 7,409 11,690 13,991
	342,159 194,312
	15,484 23,325
	15,484 23,325
	357,643 217,637
	47,394,755 45,737,880 4,648,108 4,600,708 (46,721,106) (45,275,668)
	5,321,757 5,062,920
	5,679,400 5,280,557

Corporate information and going concern (Note 1) Subsequent events (Note 18)

The annual consolidated financial statements of the Company for the year ended March 31, 2021 were approved and authorized for issuance by the board of directors on July 27, 2021.

On behalf of the board of directors:

“Steve Burleton” “Peter Winnell” Steve Burleton, Director Peter Winnell, Director

See accompanying notes.

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WARRIOR GOLD INC. Consolidated Statements of Comprehensive Loss Expressed in Canadian Dollars

Year ended March 31 Note Operating expenses Consulting fees Depreciation 6 Exploration costs 8,12 Insurance Investor relations Management fees and salaries 12 Office and miscellaneous Professional fees Rent Share-based compensation 10,12 Transfer agent and filing fees Travel Loss before other income (expenses) Other income (expenses) Foreign exchange gain (loss) Interest expense Other income 5 Recovery of claim deposits Loss and total comprehensive loss for theyear	2021 2020 $ $
	39,580 51,003 14,988 15,030 1,180,092 758,703 13,310 9,584 93,416 59,400 235,400 283,000 47,176 37,827 46,596 56,778 - 4,787 18,400 169,575 47,567 21,986 17,703 43,153
	(1,754,228) (1,510,826)
	(1,900) (1,179) (3,852) (5,122) 303,542 44,591 11,000 -
	308,790 38,290
	(1,445,438) (1,472,536)
Basic and diluted lossper common share	(0.02) (0.02)
Weighted average number of common shares outstanding, basic and diluted	78,038,322 62,734,372

See accompanying notes.

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WARRIOR GOLD INC. Consolidated Statements of Cash Flows Expressed in Canadian Dollars

Year ended March 31 Note Operating activities Loss for the year Adjustments for Share-based compensation Depreciation Foreign exchange Interest expense on lease payments Other income Changes in non-cash operating working capital Receivables Prepaid expenses and deposits Accounts payable and accrued liabilities Cash used in operating activities Financing activities Shares issued in private placements 9 Share issue costs 9 Lease payments 6 Cash provided by financing activities Investing activities Acquisition of resource properties 8 Cash used in investing activities Foreign exchange effect on cash Increase (decrease) in cash Cash, beginning of year Cash, end ofyear	2021 2020 $ $
	(1,445,438) (1,472,536) 18,400 169,575 14,988 15,030 616 1,179 3,849 4,870 (303,542) (44,591) 67,596 (96,215) (296) (8,845) 72,195 (276,297)
	(1,571,632) (1,707,830)
	2,146,633 910,093 (79,263) (32,548) (13,991) (12,646)
	2,053,379 864,899
	(141,975) -
	(141,975) -
	(616) (1,179)
	339,156 (844,110) 70,378 914,488
	409,534 70,378
Supplemental Cash Flow Information Non-cash financing activities Shares issued to offset accounts payable 12	$ - $ 100,000

See accompanying notes.

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WARRIOR GOLD INC. Consolidated Statements of Changes in Equity Expressed in Canadian Dollars

	Note	Common	Reserves	Deficit	Total
		shares			equity
		$	$	$	$
Balance March 31, 2019		44,926,290	4,317,178	(43,803,132)	5,440,336
Shares issued in private
placements	9	1,010,093	-	-	1,010,093
Share issuance costs	9	(32,548)	-	-	(32,548)
Share issuance costs - broker
warrants		(7,500)	7,500	-	-
Fair value of warrants		(106,455)	106,455	-	-
Flow-through premium		(52,000)	-	-	(52,000)
Share-based compensation	10	-	169,575	-	169,575
Loss for the year		-	-	(1,472,536)	(1,472,536)
Balance March 31, 2020		45,737,880	4,600,708	(45,275,668)	5,062,920
Shares issued in private
placements	9	2,146,633	-	-	2,146,633
Share issuance costs	9	(79,263)	-	-	(79,263)
Fair value of broker warrants		(29,000)	29,000	-	-
Flow-through premium		(381,495)	-	-	(381,495)
Share-based compensation	10	-	18,400	-	18,400
Loss for the year		-	-	(1,445,438)	(1,445,438)
Balance March 31,2021		47,394,755	4,648,108	(46,721,106)	5,321,757

See accompanying notes.

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WARRIOR GOLD INC. Notes to the Annual Consolidated Financial Statements Year Ended March 31, 2021 Expressed in Canadian Dollars

1. Corporate Information and going concern

Warrior Gold Inc., (the “Company” or “War”) was incorporated under the laws of British Columbia on March 6, 1984. The Company is engaged in the acquisition, exploration and, if warranted, development of mineral resource properties. The Company is listed on the TSX Venture Exchange (the “TSX-V”) under the symbol “WAR”, as a Tier 2 mining issuer. The address of the Company’s corporate office and principal place of business is 25 Adelaide Street East, Toronto, Ontario, Canada, M5C 3A1.

These consolidated financial statements have been prepared on a going concern basis which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has not generated revenue from operations. The Company incurred a loss of $1,445,438 during the year ended March 31, 2021 (March 31, 2020 – $1,472,536) and, as of that date the Company’s deficit was $46,721,106 (March 31, 2020 - $45,275,668). The Company had cash of $409,534 at March 31, 2021 (March 31, 2020 - $70,378). As the Company is in the exploration stage, the recoverability of the costs incurred to date on exploration properties is dependent upon the existence of economically recoverable reserves, the ability of the Company to obtain the necessary financing to complete the exploration and development of its properties and upon future profitable production or proceeds from the disposition of the properties and deferred exploration expenditures. The Company will periodically have to raise funds to continue operations and pursue the acquisition and exploration of mineral resource properties. Although it has been successful in doing so in the past, there is no assurance it will be able to do so in the future. These conditions indicate the existence of a material uncertainty that may cast significant doubt about the Company's ability to continue as a going concern.

These consolidated financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern.

On March 11, 2020, the World Health Organization declared the outbreak of the novel coronavirus, COVID19, a global pandemic. This has impacted the global economy with restrictions on travel and mobility being imposed by numerous countries to help reduce new infections. These countries include locations where the Company operates. The Company is committed to providing safe and healthy work environments for its employees, contractors and the communities in which it operates. The Company has developed a comprehensive mobilization protocol for the resumption of field activities and is observing social distancing and other protective measures in accordance with such protocols. Given the rapid developments and uncertainty surrounding COVID-19, it is not possible to predict the impact that COVID-19 will have on the Company’s business, financial position and operating results in the future.

2. Basis of Presentation

a) Statement of compliance

These consolidated 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 International Financial Reporting Standards Interpretations Committee (“IFRIC”).

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WARRIOR GOLD INC. Notes to the Annual Consolidated Financial Statements Year Ended March 31, 2021 Expressed in Canadian Dollars

2. Basis of Presentation (continued)

b) Basis of measurement

These consolidated financial statements have been prepared on a historical cost basis except for financial instruments measured at fair value. These consolidated financial statements are presented in Canadian dollars.

The preparation of financial statements in compliance with IFRS requires management to make certain critical accounting estimates. It also requires management to exercise judgment in applying the Company’s accounting policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are disclosed in Note 7.

3. Summary of Significant Accounting Policies

The accounting policies set out below have been applied consistently to all years presented in these consolidated financial statements.

a) Principles of consolidation

These consolidated financial statements include the accounts of Warrior Gold Inc. and its controlled subsidiaries. Control is achieved when the Company has the power to govern the financial and operating policies of an investee, so as to obtain benefits from its activities. Subsidiaries are fully consolidated from the date on which control is transferred to the group until the date on which control ceases.

These consolidated financial statements include the accounts of the following wholly-owned subsidiaries:

Champagne Resources Limited (“Champagne”) RD Minerals S.A. de C.V. (owned by Champagne)	Incorporation Canada Mexico	Percentage of Ownership
		2021 2020 100% 100% 100% 100%

All significant intercompany transactions have been eliminated.

b) Foreign currency transactions

The Company’s presentation currency is the Canadian dollar. The functional currency for the Company and its subsidiary Champagne, being the currency of the primary economic environment in which the companies operate, is the Canadian dollar. The functional currency of RD Minerals S.A de C.V. is the Mexican Peso.

Foreign currency accounts are translated into the functional currency as follows:

At the transaction date, each asset, liability, revenue and expense denominated in a foreign currency is translated into the functional currency by the use of the exchange rate in effect at that date. At the yearend date, unsettled monetary assets and liabilities are translated into the functional currency by using the exchange rate in effect at the year-end date and the related translation differences are recognized in net income/loss.

Non-monetary assets and liabilities that are measured at historical cost are translated into the functional currency by using the exchange rate in effect at the date of the initial transaction and are not subsequently restated. Non-monetary assets and liabilities that are measured at fair value or a revalued amount are translated into the functional currency by using the exchange rate in effect at the date the value is determined and the related translation differences are recognized in net income/loss or other comprehensive income/loss consistent with where the gain or loss on the underlying non-monetary asset or liability has been recognized.

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WARRIOR GOLD INC. Notes to the Annual Consolidated Financial Statements Year Ended March 31, 2021 Expressed in Canadian Dollars

3. Summary of Significant Accounting Policies (continued)

• b) Foreign currency transactions (continued)

Parent and Subsidiary Companies

The financial results and position of foreign operations whose functional currency is different from the presentation currency are translated as follows:

• Assets and liabilities are translated at year-end exchange rates prevailing at that reporting date; and

• Income and expenses are translated at monthly average exchange rates during the year.

Exchange differences arising on translation of foreign operations are transferred directly to exchange difference on translating foreign operations on the statement of comprehensive loss and are reported as a separate component of equity titled “Cumulative Translation Differences”. These differences are recognized in profit or loss in the year in which the operation is disposed of.

• c) Mineral exploration and evaluation expenditures

Exploration and evaluation expenditures

Exploration and evaluation costs include the costs associated with exploration and evaluation activity (e.g. geological, geophysical studies, exploratory drilling and sampling), and the fair value (at acquisition date) of exploration and evaluation assets acquired in a business combination or asset purchase. The Company follows the practice of capitalizing all costs related to the acquisition of mineral claims, expensing all costs related to the exploration and evaluation of mineral claims, and crediting all revenue received against the acquisition cost of the claims, with any excess included in profit or loss.

The Company may occasionally enter into farm-out arrangements whereby the Company will transfer part of a mineral interest, as consideration, for an agreement by the transferee to meet certain exploration and evaluation expenditures which would have otherwise been undertaken by the Company. The Company does not record any expenditures made by the farmee on its behalf. Any cash consideration received from the agreement is credited against the costs previously capitalized to the mineral interest given up by the Company, with any excess cash accounted for as a gain on disposal.

When a project is deemed to no longer have commercially viable prospects to the Company, exploration and evaluation expenditures in respect of that project are deemed to be impaired. As a result, those exploration and evaluation expenditure costs, in excess of estimated recoveries, are written off to profit or loss. The Company assesses exploration and evaluation assets for impairment when facts and circumstances suggest that the carrying amount of an asset may exceed its recoverable amount.

Once the technical feasibility and commercial viability of extracting the mineral resource has been determined, the property is considered to be a mine under development and is classified as ‘mines under construction’. Exploration and evaluation assets are tested for impairment before the assets are transferred to development properties.

Recoverability of the carrying amount of the exploration and evaluation assets is dependent on successful development and commercial exploration, or alternatively, sale of the respective areas of interest.

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WARRIOR GOLD INC. Notes to the Annual Consolidated Financial Statements Year Ended March 31, 2021 Expressed in Canadian Dollars

3. Summary of Significant Accounting Policies (continued)

d) Financial instruments

Financial assets

The Company classifies its financial assets in the following categories: at fair value through profit or loss (“FVTPL”), at fair value through other comprehensive income (“FVTOCI”) or at amortized cost. The classification depends on the purpose for which the financial assets were acquired. Management determines the classification of its financial assets at initial recognition.

The classification of debt instruments is driven by the business model for managing the financial assets and their contractual cash flow characteristics. Debt instruments are measured at amortized cost if the business model is to hold the instrument for collection of contractual cash flows and those cash flows are solely principal and interest. If the business model is not to hold the debt instrument, it is classified as FVTPL. Financial assets with embedded derivatives are considered in their entirety when determining whether their cash flows are solely payments of principal and interest.

Equity instruments that are held for trading (including all equity derivative instruments) are classified as FVTPL, for other equity instruments, on the day of acquisition the Company can make an irrevocable election (on an instrument by-instrument basis) to designate them as at FVTOCI.



Financial assets at FVTPL

Financial assets carried at FVTPL are initially recorded at fair value and transaction costs are expensed in profit or loss. Realized and unrealized gains and losses arising from changes in the fair value of the financial asset held at FVTPL are included in profit or loss in the period in which they arise. Derivatives are also categorized as FVTPL unless they are designated as hedges.

 Financial assets at FVTOCI

Investments in equity instruments at FVTOCI are initially recognized at fair value plus transaction costs. Subsequently they are measured at fair value, with gains and losses arising from changes in fair value recognized in other comprehensive income. There is no subsequent reclassification of fair value gains and losses to profit or loss following the derecognition of the investment.

 Financial assets at amortized cost

Financial assets at amortized cost are initially recognized at fair value and subsequently carried at amortized cost less any impairment. They are classified as current assets or non-current assets based on their maturity date.

 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 loss allowance for the financial asset is measured at an amount equal to the lifetime expected credit losses if the credit risk on the financial asset has increased significantly since initial recognition. If at the reporting date, the financial asset has not increased significantly since initial recognition, the loss allowance is measured for the financial asset at an amount equal to twelve month expected credit losses. For trade receivables the Company applies the simplified approach to providing for expected credit losses, which allows the use of a lifetime expected loss provision.

Impairment losses on financial assets carried at amortized cost are reversed in subsequent periods if the amount of the loss decreases and the decrease can be objectively related to an event occurring after the impairment was recognized.

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WARRIOR GOLD INC. Notes to the Annual Consolidated Financial Statements Year Ended March 31, 2021 Expressed in Canadian Dollars

3. Summary of Significant Accounting Policies (continued)

d) Financial instruments (continued)

 Derecognition of financial assets

Financial assets are derecognized when they mature or are sold, and substantially all the risks and rewards of ownership have been transferred. Gains and losses on derecognition of financial assets classified as FVTPL or amortized costs are recognized in profit or loss. Gains or losses on financial assets classified as FVTOCI remain within accumulated other comprehensive income.

Financial liabilities

Financial liabilities are designated as either fair value through profit or loss, or at amortized cost. All financial liabilities are classified and subsequently measured at amortized cost except for financial liabilities at FVTPL. The classification determines the method by which the financial liabilities are carried on the statement of financial position subsequent to inception and how changes in value are recorded. Other financial liabilities are carried on the statement of financial position at amortized cost.

e) Provisions

Decommissioning provision

The Company is subject to various government laws or regulations relating to environmental disturbances caused by exploration and evaluation activities. If applicable or warranted, the Company records the present value of the estimated costs of legal or constructive obligations required to restore the exploration sites in the period in which the obligation is incurred. The nature of the rehabilitation activities includes restoration, reclamation and revegetation of the affected exploration sites.

The rehabilitation provision generally arises when the environmental disturbance is subject to government laws and regulations. When the liability is recognized, the present value of the estimated costs is capitalized by increasing the carrying amount of the related mining assets. Over time, the discounted liability is increased for the changes in present value based on current market discount rates and liability specific risks.

Additional environment disturbances or changes in rehabilitation costs will be recognized as additions to the corresponding assets and rehabilitation liability in the period in which they occur.

Other provisions

Provisions are recognized for liabilities of uncertain timing or amount that have arisen as a result of past transactions, including legal or constructive obligations. The provision is measured at the best estimate of the expenditure required to settle the obligation at the reporting date.

f) Income taxes

Income tax expense comprises current and deferred tax. Current income taxes are recognized for the estimated income taxes payable or receivable on taxable income or loss for the current year and any adjustment to income taxes payable in respect of previous years. Current income taxes are determined using tax rates and tax laws that have been enacted or substantively enacted by the period-end date.

Deferred tax assets and liabilities are recognized where the carrying amount of an asset or liability differs from its tax base, except for taxable temporary differences arising on the initial recognition of goodwill and temporary differences arising on the initial recognition of an asset or liability in a transaction which is not a business combination and at the time of the transaction affects neither accounting nor taxable profit or loss.

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WARRIOR GOLD INC. Notes to the Annual Consolidated Financial Statements Year Ended March 31, 2021 Expressed in Canadian Dollars

3. Summary of Significant Accounting Policies (continued)

f) Income taxes (continued)

Recognition of deferred tax assets for unused tax losses, tax credits and deductible temporary differences is restricted to those instances where it is probable that future taxable profit will be available against which the deferred tax asset can be utilized. At the end of each reporting period the Company reassesses unrecognized deferred tax assets. The Company recognizes a previously unrecognized deferred tax asset to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered.

g) 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, 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.

Warrants that are part of units are valued using a residual value method which involves comparing the selling price of the units to the Company’s share price on the announcement date of the financing. The market value is then applied to the common share and any residual amount is assigned to the warrant.

If the warrants are exercised, the related amount is reclassified as share capital. If the warrants expire unexercised, the related amount remains in reserves.

h) Flow-through shares

The proceeds from the offering of flow-through shares are allocated between the shares and the sale of tax benefits when the shares are offered. The allocation is made based on the difference between the market value of the shares and the amount the investors pay for the flow-through shares. A liability is recognized for the premium when the shares are issued, and is extinguished when the tax effect of the temporary differences, resulting from the renunciation of the tax deduction to the flow-through shareholders, is recorded - with the difference between the liability and the value of the tax assets renounced being recorded as a deferred tax expense. The tax effect of the renunciation is recorded at the time the Company makes the renunciation to its subscribers – which may differ from the effective date of renunciation. If the flow-through shares are not issued at a premium, a liability is not established, and on renunciation the full value of the tax assets renounced is recorded as a deferred tax expense.

i) Loss per share

Basic loss per share is computed by dividing the loss to common shares of the Company by the weighted average number of common shares outstanding for the relevant period. Diluted loss per common share is computed by dividing the loss 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. Stock options and warrants are not included in the computation of loss per share for the years ended March 31, 2021 and 2020 as such inclusion would be anti-dilutive.

At March 31, 2021, the Company had stock options and warrants outstanding that could result in the issuance of up to 19,992,387 additional common shares.

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WARRIOR GOLD INC. Notes to the Annual Consolidated Financial Statements Year Ended March 31, 2021 Expressed in Canadian Dollars

3. Summary of Significant Accounting Policies (continued)

j) Share-based payments

Where equity-settled share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Performance vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each reporting date so that, ultimately, the cumulative amount recognized over the vesting period is based on the number of options that eventually vest. Non-vesting conditions and market vesting conditions are factored into the fair value of the options granted. As long as all other vesting conditions are satisfied, a charge is made irrespective of whether these vesting conditions are satisfied. The cumulative expense is not adjusted for failure to achieve a market vesting condition or where a non-vesting condition is not satisfied. 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.

Where equity instruments are granted to non-employees, they are recorded at the fair value of the goods or services received in profit or loss, unless they are related to the issuance of shares. Vesting conditions, other than market conditions, are not taken into account when estimating the fair value of the shares or share options at the measurement date. Instead, vesting conditions are taken into account by adjusting the number of equity instruments included in the measurement of the transaction amount so that, ultimately, the amount recognized for goods or services received as consideration for the equity instruments granted shall be based on the number of equity instruments that eventually vest. Amounts related to the issuance of shares are recorded as a reduction of share capital.

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 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 nontransferability, exercise restrictions, and behavioral considerations.

All equity-settled share-based payments are reflected in share-based payment reserve, 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 or 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.

k) Leases

Leases are recognized as a right ‐ of ‐ use asset and a corresponding liability at the date at which the leased asset is available for use by the Company. Assets and liabilities arising from a lease are initially measured on a present value basis.

Right ‐ of ‐ use assets

Right ‐ of ‐ use assets are measured at cost comprising the following:

• the amount of the initial measurement of lease liability;

• any lease payments made at or before the commencement date less any lease incentives received;

• any initial direct costs; and

• estimated restoration costs.

The right ‐ of ‐ use asset is depreciated over the shorter of the asset's useful life and the lease term on a straight ‐ line basis.

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WARRIOR GOLD INC. Notes to the Annual Consolidated Financial Statements Year Ended March 31, 2021 Expressed in Canadian Dollars

3. Summary of Significant Accounting Policies (continued)

• k) Leases (continued)

Lease liabilities

Lease liabilities include the net present value of the following lease payments:

• ‐

• fixed payments (including in substance fixed payments), less any lease incentives receivable;

• variable lease payment that are based on an index or a rate;

• amounts expected to be payable by the lessee under residual value guarantees;

• the exercise price of a purchase option if the lessee is reasonably certain to exercise that option; and

• payments of penalties for terminating the lease, if the lease term reflects the lessee exercising that option.

The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be determined, the lessee’s incremental borrowing rate is used, being the rate that the lessee would have to pay to borrow the funds necessary to obtain an asset of similar value in a similar economic environment with similar terms and conditions.

Each lease payment is allocated between the liability and finance cost. The finance cost is charged to the consolidated statement of losses over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period.

4. Adoption of New Accounting Pronouncements and Recent Developments

IFRS 3 – Business combinations

On January 1, 2020, the Company has adopted the amended standard IFRS 3 Business combinations which clarifies the definition of a business, with the objective of assisting entities in determining whether a transaction should be accounted for as a business combination or as an asset acquisition. The amendments are applicable to transactions for which the acquisition date is on or after the beginning of the first annual reporting period beginning, on or after January 1, 2020, with earlier application permitted. The effects, if any, of these amendments, will be dependent on the facts and the circumstances of any future business combinations. For the year ended March 31, 2021, the Company has no new business combination recorded in its consolidated financial statements.

Standards, amendments and interpretations not yet effective

The Company has not yet adopted certain standards, interpretations to existing standards and amendments that have been issued but have an effective date of later than April 1, 2021. All of these updates are not relevant to the Corporation and are therefore not discussed herein.

12

WARRIOR GOLD INC. Notes to the Annual Consolidated Financial Statements Year Ended March 31, 2021 Expressed in Canadian Dollars

5. Flow-through share premium liabilities

	March 31, 2021	March 31, 2020
	$	$
Balance, beginning of year	7,409	-
Premium liabilities recognized on flow-through units issued	381,495	52,000
Settlement of flow-through unit premium liabilities	(303,542)	(44,591)
Balance,end ofyear	85,362	7,409

In December 2020, the Company issued 1,809,000 flow-through units and 3,106,001 charity flow-through units for gross proceeds of $605,330. These flow-through and charity flow-through units were issued in a nonbrokered private placement at a premium to the market price in recognition of the tax benefits accruing to subscribers. The flow-through premium liability was calculated to be $156,495. The flow-through premium is derecognized through income as the qualifying expenditures are incurred. During the year ended March 31, 2021, the Company incurred qualifying expenditures of $297,067. As of March 31, 2021, the Company is committed to incurring approximately $330,000 of qualifying expenditures.

In June 2020, the Company issued 8,333,334 flow-through units for gross proceeds of $725,000. These flowthrough shares issued in a non-brokered private placement were issued at a premium to the market price in recognition of the tax benefits accruing to subscribers. The flow-through premium liability was calculated to be $225,000. The flow-through premium is derecognized through income as the qualifying expenditures are incurred. During the year ended March 31, 2021, the Company satisfied all of the commitment by incurring qualifying expenditures of $725,000.

In September and November 2019, the Company issued 5,200,000 flow-through units for gross proceeds of $520,000. These flow-through units issued in a non-brokered private placement were issued at a premium to the market price in recognition of the tax benefits accruing to subscribers. The flow-through premium liability was calculated to be $52,000. The flow-through premium is derecognized through income as the qualifying expenditures are incurred. During the year ended March 31, 2020, the Company satisfied $44,591 of the commitment by incurring qualifying expenditures of $445,900. During the year ended March 31, 2021, the Company satisfied $7,409 of the commitment by incurring qualifying expenditures of $74,100.

13

WARRIOR GOLD INC. Notes to the Annual Consolidated Financial Statements Year Ended March 31, 2021 Expressed in Canadian Dollars

6. Right of use assets & lease liabilities

As at March 31, 2021, the Company had one operating lease for office premises. The lease liability was measured at the present value of the remaining lease payments, discounted using the Company’s incremental borrowing rates applies to the lease liability. The weighted average incremental borrowing rate applied to the lease liability in the year ended March 31, 2021 was 9.9% per annum. The lease term remaining as at March 31, 2021 is approximately 2.17 years. The details of the lease liability recognized at inception is as follows:

	$
Operating lease commitment as at March 31, 2019	57,534
Discount of future commitments	(12,442)
Lease liabilities recognized as at April 1,2019	45,092

Right-of-use assets

The following is the continuity of the cost and accumulated depreciation of right-of-use assets (office premises) as at and for the year ended March 31, 2021:

Cost	$
Balance, April 1, 2019	45,092
Additions	-
Balance, March 31, 2020	45,092
Additions	-
Balance, March 31, 2021	45,092
Accumulated depreciation
Balance, April 1, 2019	-
Depreciation	15,030
Balance, March 31, 2020	15,030
Depreciation	14,988
Balance, March 31, 2021	30,018
Carryingamount as at March 31,2021	15,074
Carryingamount as at March 31,2020	30,062

14

WARRIOR GOLD INC. Notes to the Annual Consolidated Financial Statements Year Ended March 31, 2021 Expressed in Canadian Dollars

6. Right of use assets & lease liabilities (continued)

Lease liabilities

The following is the continuity of lease liabilities as at and for the year ended March 31, 2021:

Cost	$
Balance, April 1, 2019	45,092
Additions	-
Lease payments	(12,646)
Interest expense on leasepayments	4,870
Balance, March 31, 2020	37,316
Additions	-
Lease payments	(13,991)
Interest expense on leasepayments	3,849
Balance, March 31, 2021	27,174
Less: current portion	(11,690)
Lease liabilities – non current	15,484

7. Critical Accounting Estimates and Judgments

The Company makes estimates and assumptions about the future that affect the reported amounts of assets and liabilities. Estimates and judgments are continually evaluated based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Actual experience may differ from these estimates and assumptions.

The effect of a change in an accounting estimate is recognized prospectively by including it in comprehensive income in the period of the change, if the change affects that period only, or in the period of the change and future periods, if the change affects both.

Information about critical judgments in applying accounting policies that have the most significant risk of causing material adjustment to the carrying amounts of assets and liabilities recognized in the consolidated financial statements within the next financial year are discussed below:

Critical Judgments

Income taxes

Significant judgment is required in determining the provision for income taxes. There are many transactions and calculations undertaken during the ordinary course of business for which the ultimate tax determination is uncertain. The Company recognizes liabilities and contingencies for anticipated tax audit issues based on the Company’s current understanding of the tax law. For matters where it is probable that an adjustment will be made, the Company records its best estimate of the tax liability including the related interest and penalties in the current tax provision. Management believes it has adequately provided for the probable outcome of these matters; however, the final outcome may result in a materially different outcome than the amount included in the tax liabilities.

In addition, the Company recognizes deferred tax assets relating to tax losses carried forward to the extent that it is probable that taxable profit will be available against which a deductible temporary difference can be utilized. However, utilization of the tax losses also depends on the ability of the taxable entity to satisfy certain tests at the time the losses are recouped.

15

WARRIOR GOLD INC. Notes to the Annual Consolidated Financial Statements Year Ended March 31, 2021 Expressed in Canadian Dollars

7. Critical Accounting Estimates and Judgments (continued)

Critical Judgments (continued)

Going concern of operations

Management has made the determination that the Company will continue as a going concern for the next year.

Evaluation and exploration expenditures

The application of the Company’s accounting policy for exploration and evaluation expenditures requires judgement in determining whether it is likely that the future economic benefits will flow to the Company, which may be based on assumptions about future events or circumstances. Estimates and assumptions made may change if new information becomes available. If, after an expenditure is capitalized, information becomes available suggesting that the recovery of the expenditures is unlikely, the amount capitalized is written off in the profit and loss in the period the new information becomes available.

Title to mineral property interests

Although the Company has taken steps to verify title to mineral properties in which it has an interest, these procedures do not guarantee the Company’s title. Such properties may be subject to prior agreements or transfers and title may be affected by undetected defects.

Estimates

Information about significant estimates in applying accounting policies that have the most significant risk of causing material adjustment to the carrying amounts of assets and liabilities recognized in the consolidated financial statements within the next financial year are:

Share-based payment transactions

The Company measures the cost of equity-settled transactions with employees by reference to the fair value of the equity instruments at the date at which they are granted. Estimating fair value for share-based payment transactions requires determining the most appropriate valuation model, which is dependent on the terms and conditions of the grant. This estimate also requires determining the most appropriate inputs to the valuation model including the expected life of the share option, volatility and dividend yield and making assumptions about them. The assumptions and models used for estimating fair value for share-based payment transactions are disclosed in Note 10.

Recoverability of receivables

The Company monitors its exposure for credit losses on its receivables on an ongoing basis and records related allowances for doubtful accounts. Allowances are estimated based on the identification of specific balances where a risk of default has been identified based upon historical experience.

16

WARRIOR GOLD INC. Notes to the Annual Consolidated Financial Statements Year Ended March 31, 2021 Expressed in Canadian Dollars

8. Exploration and Evaluation Assets

The Goodfish Kirana Project

On February 9, 2018, the Company completed the amalgamation with Champagne, through a “three-cornered amalgamation” whereby Champagne merged with Andromeda and became a subsidiary of War. In that amalgamation, the Company acquired the Goodfish property. The Goodfish property is comprised of 20 patented mining claims and 66 staked claims. The property is now wholly owned by the Company subject to various net smelter royalty arrangements.

During the year ended March 31, 2019, the Company acquired eight additional patented claims contiguous to the Goodfish-Kirana property for $161,728. There is a 1.5% net smelter royalty (“NSR”) on the claims, 1% of which can be purchased for $1,000,000.

During the year ended March 31, 2019, the Company acquired a 24-claim package (the “Sutton claims”) (304.04 hectares) adjacent to the northeast portion of the Company’s Goodfish-Kirana property, together with three contiguous new claims (50.64 hectares) staked by the Company. These two strategic additions bring the Company’s land package in the Kirkland Lake Gold Camp to 3,704 hectares. The claims were acquired in exchange for a 1.5% NSR. The Company has the right to buy-back 1% of the NSR for $1,000,000.

In April 2020, the Company acquired an additional prospective and contiguous block of claims, (16 claims (263 hectares) transferred from Danièle Spethmann, the Company’s chief executive officer (“CEO”), for acquisition costs of $800 (map staking costs of $50/claim). The Company’s land package is now comprised of 233 operational cells, totalling 4,251.54 hectares (10,505.6 acres) up from 217 operational cells, and 3,859 hectares (9,536 acres).

In September 2020, the Company acquired a private property on Airport Road within the Goodfish-Kirana property boundary and on the Goodfish patented claims. The property is four acres and includes installed hydro, a portable schoolroom building, a shipping container and the infrastructure for a septic system. The costs were $65,000 payable in cash, of which, $35,000 was paid at the time of acquisition and the balance of $30,000 was paid in December 2020. The Company also incurred $6,131 in legal costs relating to the acquisition.

		Goodfish-Kirana
		Project
March 31, 2020 and 2019	$	4,990,286
Airport Road property acquisition costs		71,131
Core shack and site construction costs		70,844
March 31,2021	$	5,132,261

17

WARRIOR GOLD INC. Notes to the Annual Consolidated Financial Statements Year Ended March 31, 2021 Expressed in Canadian Dollars

8. Exploration and Evaluation Assets (continued)

The Company incurred exploration expenditures on Goodfish-Kirana property as follows:

Assays Camp costs Community engagement Geotechnical Core sampling Geology Geophysics Drilling Government payments (refunds) Ground preparation Logistics Prospecting Technical reports Travel Survey Claims management	March 31, 2021 March 31, 2020 $ $
	241,533 78,055 80,302 53,195 - 323 61,199 11,756 49,050 38,914 164,003 256,846 - 9,975 439,634 245,915 (3,848) 4,733 - 14,568 11,544 6,955 - 10,821 91,608 15,750 33,882 3,427 6,158 - 5,027 7,470
	1,180,092 758,703

9. Share Capital and Reserves

Authorized capital

Unlimited common shares, without par value.

Issued capital

Issued capital
March 31, 2019 Shares issued in private placements Fair value of warrants Flow-through premium Share issuance costs Share issuance costs–broker warrants	Number of Shares Common Shares $
	57,493,479 44,926,290 10,645,478 1,010,093 - (106,455) - (52,000) - (32,548) - (7,500)
March 31, 2020 Shares issued in private placements Flow-through premium Share issuance costs Share issuance costs–broker warrants	68,138,957 45,737,880 23,679,479 2,146,633 - (381,495) - (79,263) - (29,000)
March 31,2021	91,818,436 47,394,755

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WARRIOR GOLD INC. Notes to the Annual Consolidated Financial Statements Year Ended March 31, 2021 Expressed in Canadian Dollars

9. Share Capital and Reserves (continued)

Share Issuances

In December 2020, the Company closed a private placement with the issuance of 11,262,812 common share units (“December 2020 Units”) for gross proceeds of $1,176,633.

The 11,262,812 December 2020 Units were issued as to 6,347,811 common share units priced at $0.09 per unit, 1,809,000 flow-through units priced at $0.12 per unit and 3,106,001 charity flow-through units priced at $0.125 per unit. Each December 2020 Unit comprised one common share and one-half common share purchase warrant (each whole common share purchase warrant, a “December 2020 Warrant”) of the Company. Each December 2020 Warrant entitles the holder, to purchase one additional share of the Company (a “December 2020 Warrant Share”), at a price of $0.15 per December 2020 Warrant until June 22, 2022, subject to an accelerated expiry date. If at any time following the expiry of the statutory four-month hold period, the closing price of the common shares on the TSX-V is greater than $0.20 for 20 or more consecutive trading days, the Company may give notice to the holders of December 2020 Warrants that the expiry date of the Warrants will be accelerated and the December 2020 Units will expire on the 30th business day following the date of such notice.

In connection with the December 2020 private placement, the Company paid $41,679 in cash and issued 458,228 broker warrants exercisable into common shares of the Company at $0.15 per share for a period of 18 months. The fair value assigned to the broker warrants was $16,000.

In July 2020, the Company closed a private placement with the issuance of 4,083,333 common share units (“July 2020 Units”) for gross proceeds of $245,000.

Each July 2020 Unit was priced at $0.06 and comprised one common share and one-half common share purchase warrant (each whole warrant, a “July 2020 Warrant”) of the Company. Each July 2020 Warrant entitles the holder, to purchase one additional share of the Company (a “July 2020 Warrant Share”), at a price of $0.10 per Warrant Share until the close of business on the day which is 18 months from the closing date, subject to an accelerated expiry date. If at any time following the expiry of the statutory four-month hold period, the closing price of the common shares on the TSX-V is greater than $0.20 for 20 or more consecutive trading days, the Company may give notice to the holders of July 2020 Warrants that the expiry date of the Warrants will be accelerated and the Warrants will expire on the 30th business day following the date of such notice.

In June 2020, the Company closed a flow-through private placement with the issuance of 8,333,334 flow through share units (“June 2020 FT Units”) for gross proceeds of $725,000.

Each June 2020 FT Unit was priced at $0.087 and comprised one flow through common share and one-half common share purchase warrant (each whole common share purchase warrant, a “June 2020 Warrant”) of the Company. Each June 2020 Warrant entitles the holder, on exercise, to purchase one additional share of the Company (a “June 2020 Warrant Share”), at a price of $0.10 per Warrant Share until the close of business on the day which is 18 months from the closing date, subject to an accelerated expiry date. If at any time following the expiry of the statutory four-month hold period, the closing price of the common shares on the TSX-V is greater than $0.20 for 20 or more consecutive trading days, the Company may give notice to the holders of June 2020 Warrants that the expiry date of the Warrants will be accelerated and the Warrants will expire on the 30th business day following the date of such notice.

In connection with the sale of the June 2020 FT Units, the Company paid $30,100 in cash and issued 501,664 broker warrants in accordance with the policies of the TSX-V. The fair value assigned to the broker warrants was $13,000.

19

WARRIOR GOLD INC. Notes to the Annual Consolidated Financial Statements Year Ended March 31, 2021 Expressed in Canadian Dollars

9. Share Capital and Reserves (continued)

Share Issuances (continued)

During the year ended March 31, 2020, the Company completed a private placement (the “Offering”) raising gross proceeds of $1,010,093 through the issuance of 5,200,000 flow-through units (“FT Units”) and 5,445,478 hard dollar units (“HD Units”). OF the $1,010,093 gross proceeds, $100,000 was offset against an accounts payable to a related party.

Each FT Unit was priced at $0.10 and comprised one flow-through common share and one-half of one common share purchase warrant (a “FT Warrant”) and each HD Unit was priced at $0.09 and comprised one common share and one-half of one common share purchase warrant (a “HD Warrant”) of the Company. Each whole FT Warrant and HD Warrant entitles the holder, on exercise, to purchase one additional common share of the Company (a “Warrant Share”) at a price of $0.15 per Warrant Share for one year post the closing date, provided, however, that, if at any time following the expiry of the statutory four-month hold period, the closing price of the common shares on the TSX-V is greater than $0.30 for 20 or more consecutive trading days, the Warrants will be accelerated and will expire on the 30th business day following the date of notice of such acceleration.

In connection with the Offering, the Company paid finders’ fees of $32,548 in cash and 339,479 finder warrants issued on the same terms as the financing Warrants (but non-transferable), as permitted by the policies of the TSX-V. The fair value of the finder warrants was determined to be $7,500.

Reserves

The reserves recorded in equity on the Company’s statement of financial position comprise the fair value of share-based compensation and warrants prior to exercise, and obligations to issue shares in accordance with debt settlement agreements.

10. Share-Based Compensation

In October 2020, the shareholders of the Company re-approved the Company’s incentive stock option plan (the “Stock Option Plan”) which provides that the aggregate number of common shares of the Company’s capital issuable pursuant to options granted may not exceed 10% of the issued and outstanding shares. If the aggregate number of options granted exceeds the maximum allowed under the Stock Option Plan, exercise of the options will require War shareholder approval. Options granted under the Plan may have a maximum term of ten years and the exercise price of options granted will not be less than the discounted market price of the common shares as of the award date. The board of directors has the authority to set the vesting terms of options granted, subject to the rules of the TSX-V regarding options granted for investor relations services.

The weighted average grant-date fair value of options awarded in the year ended March 31, 2021 was $0.05 (March 31, 2020 - $0.06). The Company employed the Black-Scholes option-pricing model using the following weighted average assumptions:

Year ended March 31	2021	2020
Share price	$0.06	$0.07
Exercise price	$0.10	$0.10
Annualized stock price volatility	119.51%	125.60%
Risk-free interest rate	0.43%	1.65%
Expected option life (years)	5 years	5 years
Dividendyield	0%	0%

The stock price volatility was determined using the historical fluctuations in the Company’s share price.

20

WARRIOR GOLD INC. Notes to the Annual Consolidated Financial Statements Year Ended March 31, 2021 Expressed in Canadian Dollars

10. Share-Based Compensation (continued)

A summary of stock option activity to March 31, 2021 is as follows:

March 31, 2019 Granted Expired March 31, 2020 Granted Expired	Number of options	Weighted average exercise price $
	3,495,957 2,975,000 (249,000) 6,221,957 400,000 (218,702)	0.20 0.10 0.10
		0.16 0.10 0.15
March 31,2021	6,403,255	0.15

The Company’s outstanding and exercisable stock options at March 31, 2021 were:

Expiry Date	Outstanding and Exercisable Options
	Number Weighted Average Remaining Life (Yrs.) Weighted Average Exercise Price $
May 5, 2021 December 16, 2024 May 6, 2025	3,128,255 0.10 0.21 2,875,000 3.71 0.10 400,000 4.10 0.10
	6,403,255 1.97 0.15

11. Warrants

		Weighted			Weighted
		Average			Average
	Number of	Exercise	Number of	Exercise Price
	Financing	Price	Broker		$
	Warrants	$	Warrants
March 31, 2019	12,477,509	0.25	269,231		0.15
Issued	5,322,739	0.15	339,479		0.15
Expired	(12,441,600)	0.25	(269,231)		0.15
March 31, 2020	5,358,648	0.15	339,479		0.15
Issued	6,208,333	0.10	501,664		0.10
Issued	5,631,407	0.15	458,228		0.15
Expired	(4,533,239)	0.15	(339,479)		0.15
Expired	(35,909)	0.67	-		-
March 31, 2021	12,629,240	0.13	959,892		0.12

21

WARRIOR GOLD INC. Notes to the Annual Consolidated Financial Statements Year Ended March 31, 2021 Expressed in Canadian Dollars

11. Warrants (continued)

The Company’s outstanding and exercisable warrants at March 31, 2021 were:

Number of Financing	Number of Broker	Exercise Price	Exercise Price
Warrants	Warrants		$	Expiry Date
789,500	-		0.15	May 26, 2021
4,166,667	501,664		0.10	December 29, 2021
2,041,666	-		0.10	January 3, 2022
5,631,407	458,228		0.15	June 22,2022
12,629,240	959,892

During the year ended March 31, 2021 and 2020, broker warrants were granted pursuant to the private placements. The warrants were valued at $29,000 (March 31, 2020 - $7,500).

The Company employed Black-Scholes option-pricing model using the following weighted average assumptions:

assumptions:
	2021	2020
Share price	$ 0.08	$ 0.09
Exercise price	$ 0.12	$ 0.15
Annualized stock price volatility	103.30 %	104.17 %
Risk-free interest rate	0.23 %	1.59 %
Expected warrant life (years)	1.50	1.00
Dividend yield	0 %	0%

The stock price volatility was determined using the historical fluctuations in the Company’s share price.

12. Related-Party Transactions

The Company entered into transactions with related parties not disclosed elsewhere in these consolidated financial statements as follows:

Key management personnel compensation

Year ended March 31	2021 2020 $ $
Management and geological fees Share-based compensation	247,400 350,000 13,800 91,200
	261,200 441,200

The short-term management compensation was paid or accrued to personnel and to personal companies owned by management and directors of the Company.

As at March 31, 2021, $98,125 (March 31, 2020 - $75,000) is due to related parties, which amount is included in accounts payable and accrued liabilities. During the year ended March 31, 2020, the CEO converted $100,000 of outstanding debt into 1,000,000 units on the same terms as the Offering.

Related-party balances bear no interest and are unsecured. Transactions with related parties are conducted in the normal course of business and are measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties.

22

WARRIOR GOLD INC. Notes to the Annual Consolidated Financial Statements Year Ended March 31, 2021 Expressed in Canadian Dollars

13. Capital Management

The Company's objectives when managing its capital are to safeguard the Company's ability to continue as a going concern in order to support ongoing exploration programs and development of its mining assets, to provide sufficient working capital to meet its ongoing obligations and to pursue potential investments.

The Company considers its capital to include equity and working capital. In order to maintain financial flexibility, the Company may from time to time issue shares and adjust its spending to manage current and projected capital levels. To assess capital and operating efficiency and financial strength, the Company continually monitors its working capital which is calculated as follows:

Current assets Current liabilities	March 31 2021 March 31 2020 $ $
	532,065 260,209 342,159 194,312
Workingcapital	189,906 65,897

The Company is not subject to external capital restrictions other than incurring only qualified exploration expenditures for all flow-through financings. The Company has not paid or declared any dividends since the date of incorporation, nor are any contemplated in the foreseeable future. There were no changes to the Company’s approach to capital management during the year ended March 31, 2021.

14. Financial Instruments

Fair Value

The Company’s financial instruments include cash, receivables, and accounts payable and accrued liabilities. Fair value amounts disclosed in these consolidated financial statements represent the Company’s estimate of the price at which a financial instrument could be exchanged in a market in an arm’s length transaction between knowledgeable, willing parties who are under no compulsion to act. These estimates may change in subsequent reporting periods due to market conditions or other factors.

A fair value hierarchy is used to categorize the inputs used to measure fair value. 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 as follows:

Level 1 - include financial assets and liabilities that are measured in whole or in significant part by reference to published quotes in an active market at the measurement date. A financial instrument is regarded as quoted in an active market if quoted prices are readily and regularly available from an exchange, dealer, broker, industry group, pricing service or regulatory agency and those prices represent actual and regularly occurring market transactions on an arm’s length basis.

Level 2 - include financial assets and liabilities using valuation techniques based on assumptions that are supported by prices from observable current market transactions. The Company has no assets or liabilities in this category.

Level 3 - include financial assets and liabilities measured using valuation techniques based on nonmarket observable inputs. This means that fair values are determined in whole or in part using a valuation model based on assumptions that are neither supported by prices from observable current market transactions in the same instrument nor are they based on available market data. The Company has no assets or liabilities in this category.

The carrying value of cash, receivables and accounts payable and accrued liabilities approximate their fair value due to the short-term nature and limited credit risk of these assets and liabilities.

23

WARRIOR GOLD INC. Notes to the Annual Consolidated Financial Statements Year Ended March 31, 2021 Expressed in Canadian Dollars

14. Financial Instruments (continued)

Financial Instruments Risk Management

The Company has exposure to credit, liquidity and market risks from its use of financial instruments. This note provides information about the Company's exposure to each of these risks, and the Company's objectives, policies and processes for measuring and managing such risks. The board of directors has overall responsibility for the establishment and oversight of the Company's risk management framework.

Market risk

The Company’s profitability and long-term viability will depend, in large part, on the market price of base metals. The market prices for metals can be volatile and are affected by numerous factors beyond the Company’s control, including: global or regional consumption patterns; the supply of, and demand for, these metals; speculative activities; the availability and costs of metal substitutes; expectations for inflation; and political and economic conditions, including interest rates and currency values. The Company cannot predict the effect of these factors on metal prices.

The market price of these minerals and metals may not remain at current levels. In particular, an increase in worldwide supply and consequent downward pressure on prices may result over the longer term from increased base metal production from mines developed or expanded as a result of current metal price levels.

Foreign currency exchange rate risk

The Company’s exposure to foreign currency fluctuations is negligible from the cash on hand denominated in US dollars. There are no exchange rate contracts in place. A 10% change in the US dollar will have an immaterial effect on profit/loss:

At March 31,	2021	2020
	US Dollars	US Dollars
Cash	45	13,651
Exchange rate-$1.00=	.7952	.7049

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 is not exposed to interest rate risk as it did not hold any funds in interest bearing accounts.

Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in paying obligations as they come due. The Company's financial liabilities consist of accounts payable and accrued liabilities. Accounts payable consists of invoices payable to trade suppliers for capital expenditures, field operating activities, and general corporate expenses. Substantially, all of the Company’s financial liabilities have contractual maturities of less than 90 days and are subject to normal trade terms.

As at March 31, 2021, the Company has a working capital of $189,906.

Credit Risk

Credit risk is the risk of loss associated with a counterparty’s inability to fulfil its payment obligations. Financial instruments that potentially subject the Company to a significant concentration of credit risk consist primarily of cash and receivables.

24

WARRIOR GOLD INC. Notes to the Annual Consolidated Financial Statements Year Ended March 31, 2021 Expressed in Canadian Dollars

15. Income Tax

A reconciliation of income taxes at statutory rates with the reported taxes is as follows:

Year ended March 31	2021 2020 $ $
Loss before income taxes Statutory Canadian corporate tax rate Income tax expense (recovery) at statutory rates Non-deductible items for tax purposes Change in tax benefits not recognized Income tax expense	(1,445,438) (1,472,536) 27.00% 27.00% (390,268) (397,585) (76,904) 34,042 467,172 363,543
	- -

The significant components of the Company's deferred income tax assets and liabilities are as follows:

As at March 31	2021 2020 $ $
Deferred income tax assets relating to: Exploration and evaluation assets Net capital losses available Non-capital losses available for future periods Share issuance cost and other Unrecognized deferred tax assets	1,931,113 1,754,591 1,059,492 1,059,492 3,337,980 3,179,081 170,259 153,637
	6,498,844 5,883,452 (6,498,844) (5,883,452)
	- -

The Company has not recognized deferred tax assets due to the uncertainty of future taxable income.

25

WARRIOR GOLD INC. Notes to the Annual Consolidated Financial Statements Year Ended March 31, 2021 Expressed in Canadian Dollars

15. Income Tax (continued)

At March 31, 2021, the Company has non-capital losses of approximately $10,773,000 (March 31, 2020 - $11,774,000) which may be available to offset future income for Canadian tax purposes. Non-capital losses expire as follows:

Expiry Date	$
2041	660,000
2040	609,000
2039	365,000
2038	544,000
2037	221,000
2036	456,000
2035	541,000
2034	668,000
2033	555,000
2032	1,010,000
2031	1,242,000
2030	1,021,000
2029	1,508,000
2028	1,373,000
	10,773,000

In addition, the Company has available unclaimed resource expenses and net capital losses of approximately $17,174,000 (March 31, 2020 - $17,487,000) for Canadian tax purposes which may be carried forward indefinitely.

16. Segment Reporting

The Company’s activities are all in one industry segment of mineral property acquisition and exploration. Substantially all administrative expenses are incurred in Canada.

17. Contingencies and Commitments

Compensation Agreements

The Company has a compensation agreement with the CEO for $15,000 per month, which is automatically renewable for successive one-year terms.

18. Subsequent Events

In May 2021, 789,500 warrants with an exercise price of $0.15 expired.

In May 2021, 3,128,255 options with an exercise price of $0.10 expired.

In June 2021, the Company entered into an agreement with an arm’s length party to acquire a 100% interest in the “Arnold Property”, a 25-claim land package comprising 538 hectares, located less than six kilometres east of the Company’s Goodfish-Kirana project and contiguous to both Agnico Eagle’s Kirkland Lake Project and New Found Gold’s Lucky Strike Project. The Arnold Property was acquired by issuance of 350,000 common shares of the Company. The vendor retains a 1.5% NSR on the claims. The Company has the option to purchase 1% NSR for $1,000,000.

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