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Juggernaut Exploration Ltd. Audit Report / Information 2023

Jan 24, 2024

45873_rns_2024-01-24_1ffb194e-9842-4861-8b31-1856450352bd.pdf

Audit Report / Information

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Financial Statements

For The Years Ended September 30, 2023 and 2022 (Expressed in Canadian Dollars)

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Independent Auditor's Report

To the Shareholders of Juggernaut Exploration Ltd.

Opinion

We have audited the financial statements of Juggernaut Exploration Ltd. (the “Company”), which comprise the statements of financial position as at September 30, 2023 and 2022, and the statements of loss and comprehensive loss, changes in equity and cash flows for the years then ended, and notes to the financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as at September 30, 2023 and 2022, and its financial performance and its cash flows for the years then ended in accordance with International Financial Reporting Standards.

Basis for Opinion

We conducted our audit in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in Canada, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Material Uncertainty Related to Going Concern

We draw attention to Note 2 to the financial statements, which indicates that at September 30, 2023 the Company had not yet achieved profitable operations and has an accumulated deficit of $20,437,927. As stated in Note 2, these events or conditions, along with other matters as set forth in Note 2, indicate that a material uncertainty exists that may cast significant doubt on the Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.

Key Audit Matters

Key audit matters are those matters, that in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

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Except for the matter described in the Material Uncertainty Related to Going Concern section, we have determined that there are no other key audit matters to communicate in our report.

Other Information

Management is responsible for the other information. The other information comprises the information included in Management’s Discussion and Analysis.

Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

We obtained Management’s Discussion and Analysis prior to the date of this auditor’s report. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the Financial Statements

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

In preparing the financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Company's financial reporting process.

Auditor's Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Canadian generally accepted auditing standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

  • Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

  • Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.

  • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

  • Conclude on the appropriateness of management’s use of the going concern basis of accounting and based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

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

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

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

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DALE MATHESON CARR-HILTON LABONTE LLP

CHARTERED PROFESSIONAL ACCOUNTANTS Vancouver, BC

January 24, 2024

Juggernaut Exploration Ltd.

Juggernaut Exploration Ltd.
Statements of Financial Position
(Expressed in Canadian Dollars)
As at, September 30, September 30,
2023 2022
$ $
Assets
Current
Cash and cash equivalents (Note 4) 468,660 1,945,521
Receivables (Note 5) 417,808 148,555
Prepaid and deposits (Notes 6 and 10) 383,506 373,427
1,269,974
2,467,503
Non-Current
Cash held against credit cards 57,500 57,500
Equipment (Note 7) 35,991 48,673
Exploration and evaluation assets (Note 8) 10,230,548 12,747,306
Total assets 11,594,013
15,320,982
Liabilities and Shareholders' Equity
Current
Accounts payable and accrued liabilities (Note 9) 383,670 169,613
Due to related parties (Note 10) 127,343 71,908
Total liabilities 511,013
241,521
Shareholders' Equity
Share capital (Note 11) 27,351,507 25,128,316
Contributed surplus 4,169,420 3,786,530
Accumulated deficit (20,437,927) (13,835,385)
Total shareholders' equity 11,083,000
15,079,461
Total liabilities and shareholders' equity 11,594,013 15,320,982

Commitments (Note 8)

Approved on behalf of the Board of Directors on January 24, 2024:

“Daniel Stuart”

Director

“Peter Bryant”
Director

The accompanying notes are an integral part of these financial statements. - 4 -

Juggernaut Exploration Ltd.

Statements of Loss and Comprehensive Loss For The Years Ended September 30, 2023 and 2022 (Expressed in Canadian Dollars)

Juggernaut Exploration Ltd.
Statements of Loss and Comprehensive Loss
For The Years Ended September 30, 2023 and 2022
(Expressed in Canadian Dollars)
2023 2022
$ $
Expenses:
Administration fees (Note 10) 107,500 93,750
Consulting 18,250 -
Corporate development 236,514 41,497
Depreciation (Note 7) 12,682 14,573
Filing and transfer agent fees 19,353 26,964
Foreign exchange gain 54 (18)
Interest 6,542 -
Management fees (Note 10) 315,500 291,750
Office and sundry (Note 10) 74,874 79,148
Professional fees 48,639 40,049
Project investigation costs 2,659 -
Share-based compensation (Notes 10 and 11) 366,410 20,000
Travel and promotion 137,879 41,556
Loss before other items (1,346,856) (649,269)
Other items:
Interest income 67,307 27,475
Loss on write-off of exploration and evaluation assets (Note 8) (6,082,993) -
Reversal of flow-through premium liability (Note 11) 760,000 483,237
Net loss and comprehensive loss for the year (6,602,542) (138,557)
Basic and diluted loss per share ($0.13) $0.00
Weighted average number of shares outstanding 50,849,572 42,877,395

The accompanying notes are an integral part of these financial statements. - 5 -

Juggernaut Exploration Ltd.

Statements of Changes in Equity For the Years Ended September 30, 2023 and 2022

(Expressed in Canadian Dollars)

Juggernaut Exploration Ltd.
Statements of Changes in Equity
For the Years Ended September 30, 2023 and 2022
(Expressed in Canadian Dollars)
Share Capital
Contributed
Number of
Amount
Surplus
Deficit
Total
Shares
$ $ $ $
Balance - September 30, 2021
Shares issued pursuant to mineral option agreements (Notes 8 and 11)
Mineral property warrants exercised (Note 11)
Share-based compensation expense (Note 11)
Net and comprehensive loss for the year
40,430,452
24,584,746
3,768,060 (13,696,828)
14,655,978
3,000,000
540,000
-
-
540,000
17,000
3,570
(1,530)
-
2,040
-
-
20,000
-
20,000
-
-
-
(138,557)
(138,557)
Balance - September 30, 2022
Shares issued for cash (net of issuance costs) (Note 11)
Mineral property warrants exercised (Note 11)
Share-based compensation expense (Note 11)
Net and comprehensive loss for the year
43,447,452
25,128,316
3,786,530 (13,835,385)
15,079,461
19,000,000
2,198,371
27,360
-
2,225,731
102,000
24,820
(10,880)
-
13,940
-
-
366,410
-
366,410
-
-
-
(6,602,542)
(6,602,542)
Balance -September 30, 2023 62,549,452
27,351,507
4,169,420 (20,437,927)
11,083,000

The accompanying notes are an integral part of these financial statements. - 6 -

Juggernaut Exploration Ltd.

Statements of Cash Flows For The Years Ended September 30, 2023 and 2022 (Expressed in Canadian Dollars)

Juggernaut Exploration Ltd.
Statements of Cash Flows
For The Years Ended September 30, 2023 and 2022
(Expressed in Canadian Dollars)
2023 2022
$ $
Operating activities:
Net loss for the year (6,602,542) (138,557)
Adjustments for items not affecting cash:
Depreciation 12,682 14,573
Loss on write-off of mineral properties 6,082,993 -
Prepaid amortization 114,019 36,378
Reversal of flow-through premium liability (760,000) (483,237)
Share-based compensation 366,410 20,000
Net change in non-cash working capital items:
Receivables (82,116) (38,541)
Prepaid and deposits (124,098) (246,586)
Accounts payable and accrued liabilities 13,569 (11,731)
Due to related parties 55,435 29,908
Cash used in operating activities (923,648)
(817,793)
Financing activities
Proceeds from private placement, net of share issuance costs 2,985,731 -
Proceeds from warrants exercised 13,940 2,040
Cash provided by financing activities 2,999,671
2,040
Investing activities
Acquisition of Equipment - (17,379)
Mineral property expenditures-net of government tax credits (3,552,884) (2,109,744)
Cash used in investing activities (3,552,884)
(2,127,123)
Change in cash and cash equivalent (1,476,861) (2,942,876)
Cash and cash equivalent- beginning 1,945,521 4,888,397
Cash and cash equivalent- ending 468,660
1,945,521
Non-cash investing activity: $ $
Units issued for options on properties - 540,000
Exploration expenditures included in accounts payable 344,401 143,913
BCMETCrecoveryin receivables 215,440 62,358

The accompanying notes are an integral part of these financial statements. - 7 -

Juggernaut Exploration Ltd. Notes to the Financial Statements For The Years Ended September 30, 2023 and 2022 (Expressed in Canadian Dollars)

1. Corporate Information

Juggernaut Exploration Ltd. (the “Company”) was incorporated under the British Columbia Business Corporations Act on January 6, 2006. The Company is in the business of acquiring, exploring and evaluating mineral resource properties.

The Company’s shares are traded on the TSX Venture Exchange (“TSX-V”) under the symbol “JUGR”.

The address of the Company’s corporate office and principal place of business is Suite 300, 1055 West Hastings Street, Vancouver, BC Canada.

2. Basis of Preparation

Statement of compliance

These financial statements of the Company for the year ended September 30, 2023 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 Interpretations Committee (“IFRIC”).

The financial statements were approved and authorized for issue on January 24, 2024 by the directors of the Company.

Basis of Measurement

The financial statements of the Company have been prepared on an accrual basis and are based on historical costs, modified where applicable. The financial statements are presented in Canadian dollars unless otherwise noted.

Going Concern

These financial statements have been prepared assuming the Company will continue on a going-concern basis. As at September 30, 2023, the Company had not yet achieved profitable operations, has an accumulated deficit of $20,437,927 and expects to incur further losses in the development of its business. Further financing will be required to meet the terms of the Company’s mineral property option agreements (Note 8). These conditions indicate the existence of material uncertainty which casts significant doubt about the Company’s ability to continue as a going concern. The continuing operations of the Company are dependent upon economic and market factors which involve uncertainties including the Company’s ability to raise adequate equity financing for continuing operations. Realization values may be substantially different from carrying values as shown and accordingly these financial statements do not give effect to adjustments, if any, which would be necessary should the Company be unable to continue as a going concern. If the going concern assumption was not used then the adjustments required to report the Company’s assets and liabilities on a liquidation basis could be material to these financial statements.

  • 8 -

Juggernaut Exploration Ltd. Notes to the Financial Statements For The Years Ended September 30, 2023 and 2022 (Expressed in Canadian Dollars)

3. Summary of Significant Accounting Policies

Financial Instruments

The following is the Company’s accounting policy for financial instruments under IFRS 9 Financial Instruments:

(i) Classification

The Company classifies its financial instruments in the following categories: at fair value through profit and loss (“FVTPL”), at fair value through other comprehensive income (loss) (“FVTOCI”) or at amortized cost. The Company determines the classification of financial assets at initial recognition. The classification of debt instruments is driven by the Company’s business model for managing the financial assets and their contractual cash flow characteristics. Equity instruments that are held for trading 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 liabilities are measured at amortized cost, unless they are required to be measured at FVTPL (such as instruments held for trading or derivatives) or if the Company has opted to measure them at FVTPL.

The following table shows the classification of the Company’s financial instruments under IFRS 9:

Financial assets/liabilities IFRS 9 Classification
Cash and cash equivalents Amortized cost
Receivable Amortized cost
Accounts payable Amortized cost
Due to related parties Amortized cost

(ii) Measurement

Financial assets and liabilities at amortized cost

Financial assets and liabilities at amortized cost are initially recognized at fair value plus or minus transaction costs, respectively, and subsequently carried at amortized cost less any impairment.

Financial assets and liabilities at FVTPL

Financial assets and liabilities carried at FVTPL are initially recorded at fair value and transaction costs are expensed in the statements of loss and comprehensive loss. Realized and unrealized gains and losses arising from changes in the fair value of the financial assets and liabilities held at FVTPL are included in the statements of loss and comprehensive loss in the period in which they arise.

Debt investments at FVTOCI

These assets are subsequently measured at fair value. Interest income calculated using the effective interest method, foreign exchange gains and losses and impairment are recognised in profit or loss. Other net gains and losses are recognised in other comprehensive income (“OCI”). On derecognition, gains and losses accumulated in OCI are reclassified to profit or loss

Equity investments at FVTOCI

These assets are subsequently measured at fair value. Dividends are recognised as income in profit or loss unless the dividend clearly represents a recovery of part of the cost of the investment. Other net gains and losses are recognised in OCI and are never reclassified to profit or loss.

  • 9 -

Juggernaut Exploration Ltd. Notes to the Financial Statements For The Years Ended September 30, 2023 and 2022 (Expressed in Canadian Dollars)

3. Summary of Significant Accounting Policies – (cont’d)

Financial Instruments – (cont’d)

(iii) Impairment of financial assets at amortized cost

The Company recognizes a loss allowance for expected credit losses on financial assets that are measured at amortized cost. At each reporting date, the Company measures the loss allowance for the financial asset at an amount equal to the lifetime expected credit losses 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 Company measures the loss allowance for the financial asset at an amount equal to the twelve month expected credit losses. The Company shall recognize in the statements of loss and comprehensive loss, as an impairment gain or loss, the amount of expected credit losses (or reversal) that is required to adjust the loss allowance at the reporting date to the amount that is required to be recognized.

(iv) Derecognition

Financial assets

The Company derecognizes financial assets only when the contractual rights to cash flows from the financial assets expire, or when it transfers the financial assets and substantially all of the associated risks and rewards of ownership to another entity.

Financial liabilities

The Company derecognizes a financial liability when its contractual obligations are discharged or cancelled, or expire. The Company also derecognizes a financial liability when the terms of the liability are modified such that the terms and / or cash flows of the modified instrument are substantially different, in which case a new financial liability based on the modified terms is recognized at fair value.

Gains and losses on derecognition are generally recognized in profit or loss.

Cash and cash equivalents

Cash and cash equivalents consist of deposits in banks and highly liquid investments that are readily convertible to cash.

Equipment

Equipment is stated at historical cost less accumulated depreciation and accumulated impairment losses. Depreciation is provided on the straight-line method over the estimated useful lives of the assets. Upon the sale or disposition of a depreciable asset, cost and accumulated amortization are removed from equipment and any gain or loss is reflected as a gain or loss from operations.

Depreciation is calculated on a diminishing balance basis at a rate of 20% to 30% per annum for all furniture, equipment, automotive and field equipment.

Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Company and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognized. All other repairs and maintenance are charged to profit or loss during the financial period in which they are incurred.

  • 10 -

Juggernaut Exploration Ltd. Notes to the Financial Statements For The Years Ended September 30, 2023 and 2022 (Expressed in Canadian Dollars)

3. Summary of Significant Accounting Policies – (cont’d)

Exploration and evaluation assets

Costs incurred prior to obtaining the legal rights to explore a property are recognized as an expense in the period in which they are incurred.

Exploration and evaluation expenditures include the costs of acquiring licenses and costs associated with exploration and evaluation activity. Option payments are considered acquisition costs provided that the Company has the intention of exercising the underlying option.

Property option agreements are exercisable entirely at the option of the optionee. Therefore, option payments (or recoveries) are recorded when payment is made (or received) and are not accrued.

Exploration and evaluation expenditures are capitalized. The Company capitalizes costs to specific blocks of claims or areas of geological interest. Government tax credits received are recorded as a reduction to the cumulative costs incurred and capitalized on the related property.

Exploration and evaluation assets are tested for impairment if facts or circumstances indicate that impairment exists. Examples of such facts and circumstances are as follows:

  • the period for which the Company has the right to explore in the specific area has expired during the period or will expire in the near future, and is not expected to be renewed;

  • substantive expenditure on further exploration for and evaluation of mineral resources in the specific area is neither budgeted nor planned;

  • exploration for and evaluation of mineral resources in the specific area have not led to the discovery of commercially viable quantities of mineral resources and the entity has decided to discontinue such activities in the specific area; and

  • sufficient data exist to indicate that, although a development in the specific area is likely to proceed, the carrying amount of the exploration and evaluation asset is unlikely to be recovered in full from successful development or by sale.

After technical feasibility and commercial viability of extracting a mineral resource are demonstrable, the Company stops capitalizing expenditures for the applicable block of claims or geological area of interest and tests the asset for impairment. The capitalized balance, net of any impairment recognized, is then reclassified to either tangible or intangible mine development assets according to the nature of the asset.

Restoration and environmental obligations

The Company recognizes liabilities for statutory, contractual, constructive or legal obligations associated with the exploration development and mining activities, when those obligations result from the acquisition, construction, development or normal operation of the assets. The net present value of future restoration cost estimates is capitalized to the related asset along with a corresponding increase in the restoration provision in the period incurred. Discount rates using a pre-tax rate that reflect the time value of money are used to calculate the net present value.

The Company’s estimates of restoration costs could change as a result of changes in regulatory requirements, discount rates and assumptions regarding the amount and timing of the future expenditures. These changes are recorded directly to the related asset with a corresponding entry to the restoration provision. The Company’s estimates are reviewed annually for changes in regulatory requirements, discount rates, effects of inflation and changes in estimates.

  • 11 -

Juggernaut Exploration Ltd. Notes to the Financial Statements For The Years Ended September 30, 2023 and 2022 (Expressed in Canadian Dollars)

3. Summary of Significant Accounting Policies – (cont’d)

Restoration and environmental obligations – (cont’d)

Changes in the net present value, excluding changes in the Company’s estimates of restoration costs, are charged to the statement of loss and comprehensive loss for the period.

The net present value of restoration costs arising from subsequent site damage that is incurred on an ongoing basis during production are charged to the statement of loss and comprehensive loss in the period incurred.

The costs of restoration projects that were included in the provision are recorded against the provision as incurred. The costs to prevent and control environmental impacts at specific properties are capitalized in accordance with the Company’s accounting policy for exploration and evaluation assets.

Impairment of assets

The carrying amount of the Company’s assets (which include exploration and evaluation assets) is reviewed at each reporting date to determine whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss. An impairment loss is recognized whenever the carrying amount of an asset or its cash generating unit exceeds its recoverable amount. Impairment losses are recognized in the statement of loss and comprehensive loss.

The recoverable amount of assets is the greater of an asset’s fair value less cost to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects the current market assessments of the time value of money and the risks specific to the asset. For an asset that does not generate cash inflows largely independent of those from other assets, the recoverable amount is determined for the cash-generating unit to which the asset belongs.

An impairment loss is only reversed if there is an indication that the impairment loss may no longer exist and there has been a change in the estimates used to determine the recoverable amount. Any reversal of impairment cannot increase the carrying value of the asset to an amount higher than the carrying amount that would have been determined had no impairment loss been recognized in previous years.

Assets that have an indefinite useful life are not subject to amortization and are tested annually for impairment.

Share-based Compensation

The Company operates a stock option plan. Share-based compensation to employees is measured at the fair value of the instruments issued and amortized over the vesting periods. Share-based payments to nonemployees is measured at the fair value of goods or services received or the fair value of the equity instruments issued, if it is determined the fair value of the goods or services cannot be reliably measured, and are recorded at the date the goods or services are received. The corresponding amount is recorded to the option reserve. The fair value of options is determined using a Black–Scholes Option Pricing Model. The number of shares and options expected to vest is reviewed and adjusted at the end of each reporting period such that the amount recognized for services received as consideration for the equity instruments granted shall be based on the number of equity instruments that eventually vest.

  • 12 -

Juggernaut Exploration Ltd. Notes to the Financial Statements For The Years Ended September 30, 2023 and 2022 (Expressed in Canadian Dollars)

3. Summary of Significant Accounting Policies – (cont’d)

Loss per share

Basic loss per share is calculated by dividing the loss attributable to common shareholders by the weighted average number of common shares outstanding in the period. For all periods presented, the loss attributable to common shareholders equals the reported loss attributable to owners of the Company. Diluted loss per share is calculated by the treasury stock method. Under the treasury stock method, the weighted average number of common shares outstanding for the calculation of diluted loss per share assumes that the proceeds to be received on the exercise of dilutive share options and warrants are used to repurchase common shares at the average market price during the period. Under this method, the basic and diluted loss per share is the same as the effect of common shares issuable upon the exercise of options and warrants would be anti-dilutive.

Flow-through shares

The Company has adopted a policy whereby proceeds from flow-through issuance are allocated between the offering of shares and the sale of tax benefits based on the premium that the investor pays for the shares. A liability is recognized for this difference and is extinguished by crediting other income when the Company has made the required expenditures and there is a reasonable expectation of the renunciation of these expenditures to the tax authorities.

Significant estimates and assumptions

The preparation of financial statements in accordance with IFRS requires the Company to make estimates and assumptions concerning the future. The Company’s management reviews these estimates and underlying assumptions on an ongoing basis, based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Revisions to estimates are adjusted for prospectively in the period in which the estimates are revised.

Estimates and assumptions where there is significant risk of material adjustments to assets and liabilities in future accounting periods include the useful lives of equipment, the recoverability of the carrying value of exploration and evaluation assets, fair value measurements for financial instruments, the calculation of share based compensation using the Black Scholes Option Pricing Model and the recoverability and measurement of deferred tax assets.

Significant judgments

The preparation of financial statements in accordance with IFRS requires the Company to make judgments, apart from those involving estimates, in applying accounting policies. The most significant judgments in applying the Company’s financial statements include:

  • The assessment of the Company’s ability to continue as a going concern and whether there are events or conditions that may give rise to significant uncertainty;

  • the classification / allocation of expenditures as exploration and evaluation expenditures or operating expenses; and

  • the classification of financial instruments.

Income taxes

Current income tax:

Current income tax assets and liabilities for the current period are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted, at the reporting date, in the countries where the Company operates and generates taxable income.

  • 13 -

Juggernaut Exploration Ltd. Notes to the Financial Statements For The Years Ended September 30, 2023 and 2022 (Expressed in Canadian Dollars)

3. Summary of Significant Accounting Policies – (cont’d)

Income taxes – (cont’d)

Current income tax – (cont’d)

Current income tax relating to items recognized directly in other comprehensive income or equity is recognized in other comprehensive income or equity and not in profit or loss. Management periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions where appropriate.

Deferred income tax:

Deferred income tax is recognized, using the asset and liability method, on temporary differences at the reporting date arising between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes

The carrying amount of deferred income tax assets is reviewed at the end of each reporting period and recognized only to the extent that it is probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilized. Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realized or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period.

Deferred income tax assets and deferred income tax liabilities are offset, if a legally enforceable right exists to set off current tax assets against current income tax liabilities and the deferred income taxes relate to the same taxable entity and the same taxation authority.

Accounting pronouncements not yet adopted

Accounting pronouncements with future effective dates are not expected to have a significant impact on the Company’s financial statements.

4. Cash and cash equivalents

Cash and cash equivalents
September 30, September 30,
2023 2022
Cash $ 111,211 $ 43,494
Short-term investment 357,449 1,902,027
$468,660 $1,945,521

5. Receivables

Receivables
September 30, September 30,
2023 2022
Amounts receivable $ 48,503 $ 11,473
Sales tax receivable 153,865 74,724
BCMETC recoverable (note 8) 215,440 62,358
$417,808 $148,555
  • 14 -

Juggernaut Exploration Ltd. Notes to the Financial Statements For The Years Ended September 30, 2023 and 2022 (Expressed in Canadian Dollars)

6. Prepaid and deposits

Prepaid and deposits
September 30, September 30,
2023 2022
Prepaid expenses (Note 10) $ 26,527 $ 81,493
Deposits 356,979 291,934
$ 383,506
$ 373,427

7. Equipment

Field/Geo
Equipment Automotive Equipment Total
Cost:
At September 30, 2021 $ 4,543 $ 27,672 $ 22,250 $ 54,465
Additions 1,414 6,720 9,245 17,379
At September 30, 2022 and, 2023 $ 5,957 $ 34,392 $ 31,495 $ 71,844
Depreciation:
At September 30, 2021 $ 1,666 $ 4,151 $ 2,781 8,598
Charge for the year 717 8,064 5,792 14,573
At September 30, 2022 $ 2,383 $ 12,215 $ 8,573 $ 23,171
Charge for the year 715 6,653 5,314 12,682
At September 30, 2023 $ 3,098 $ 18,868 $ 13,887 $ 35,853
Net book value:
At September30,2022 $ 3,574$ 22,177$ 22,922$ 48,673
At September 30,2023 $ 2,859$ 15,524$ 17,608$ 35,991

8. Exploration and Evaluation Assets

Empire and Midas Properties:

On March 15, 2017, the Company entered into two separate letter agreements (the “Agreements”) with J2 Syndicate Holdings Ltd. (the “J2 Syndicate”) and its members (the “Optionors”) providing the Company with the right to acquire a 100% interest in the Midas property situated in the Skeena Mining Division of British Columbia and the Empire property situated in the Omineca Mining Division of British Columbia (the “Options”).

Empire

Financial terms/commitments are as follows (as amended on April 30, 2018, October 30, 2018 and September 25, 2020):

Exploration
Date Cash $ Securities Date Expenditures $
Effective Date 300,000_paid_ 820,000 shares Issued Dec. 31, 2017 450,000 incurred
820,000 warrants Issued
Feb. 1, 2019 300,000_paid_ N/A Dec. 31, 2018 500,000 incurred
Mar. 30, 2020 N/A 410,000 shares Issued Dec. 31, 2019 1,200,000_(a)_ incurred
Oct. 16, 2020 N/A 1,700,000 shares Issued Dec. 15, 2022 500,000_(b)_ incurred
1,700,000 warrants Issued
Dec. 15, 2027 N/A 4,100,000 shares Dec. 15, 2027 Feasibility Report– Note 1
Total 600,000 7,030,000 shares
2,520,000 warrants
  • 15 -

Juggernaut Exploration Ltd. Notes to the Financial Statements For The Years Ended September 30, 2023 and 2022 (Expressed in Canadian Dollars)

8. Exploration and Evaluation Assets – (cont’d)

Empire – (cont’d)

(a) $1,200,000 to be incurred in aggregate on the Empire and/or Midas properties.

(b) $500,000 to be incurred in aggregate on the Empire and/or Midas properties.

Note 1: If Juggernaut has a Feasibility Report prepared, and such a Feasibility Report, including a National Instrument 43-101 compliant resource estimate (herein referred to as a “Resource Report”), must be delivered to the Optionors by December 15, 2027 to maintain and exercise the Option; provided that Juggernaut may elect by written notice delivered to the Optionors not later than December 15, 2027 to either (a) extend the time for delivery of a Feasibility Report to the Optionors to December 15, 2028 and, as consideration for such extension, to pay to the Optionors an amount equal to US$1.00 for each equivalent ounce of gold up to 2,000,000 equivalent ounces of gold based on each Resource Report produced prior to or as part of such Feasibility Report (in addition to paying the resource bonuses as described below); or (b) extend the date by which it must elect to deliver a Feasibility Study for an unlimited number of successive one year periods (i.e. to December 15, 2028 and December 15 of each year thereafter) (each such one year period, an “Extension Term”), in each case by paying to the Optionors (i) US$1,000,000 in respect of each of the first five Extension Terms, (ii) US$2,000,000 in respect of each of the sixth through the tenth Extension Terms, and (iii) US$3,000,000 in respect of each succeeding Extension Term, in each case prior to first day of such Extension Term. If Juggernaut fails to comply with the terms of such extension, the Option may be terminated by the Optionors and in such event Juggernaut shall be obligated to pay $1,000,000 to the Optionors as a genuine pre-estimate of liquidated damages suffered by the Optionors.”

As at September 30, 2019, the Company was uncertain whether it would proceed with the Empire property and determined that this was an indicator of impairment and therefore wrote-off the carrying value of the property. On September 25, 2020 the Company negotiated revised terms with the optionor and has resumed exploration and evaluation expenditures on this property.

Midas

Financial terms/commitments are as follows (as amended on April 30, 2018 and October 30, 2018, November 8, 2019 and October 30, 2020):

Exploration
Date Cash $ Securities Date Expenditures $
Effective Date 300,000_paid_ 820,000 shares Issued Dec. 31, 2017 350,000_incurred_
820,000 warrants Issued
Feb. 1, 2019 300,000_paid_ N/A Dec. 31, 2018 500,000_incurred_
Mar. 30, 2020 N/A 410,000 shares issued Dec. 31, 2019 1,200,000_(a) _incurred
Sept. 20, 2020 90,000_incurred_
Nov. 10, 2020 N/A 1,700,000 shares Issued Dec. 15, 2022 500,000_(b) _incurred
1,700,000 warrants Issued
Feasibility Report
Mar. 30, 2027 N/A 4,100,000 shares Dec. 31, 2029 –note 1
Total 600,000 7,030,000 shares
2,520,000 warrants

(a) $1,200,000 to be incurred in aggregate on the Empire and/or Midas properties.

(b) $500,000 to be incurred in aggregate on the Empire and/or Midas properties.

  • 16 -

Juggernaut Exploration Ltd. Notes to the Financial Statements For The Years Ended September 30, 2023 and 2022 (Expressed in Canadian Dollars)

8. Exploration and Evaluation Assets – (cont’d)

Midas – (cont’d)

Note 1: If Juggernaut completes a Feasibility Report , the preparation of a Feasibility Report including a National Instrument 43-101 compliant resource estimate (herein referred to as a “Resource Report”), must be delivered to the Optionors by December 31, 2029 to maintain and exercise the Option; provided that Juggernaut may elect by written notice delivered to the Optionors not later than December 31, 2029 to either (a) extend the time for delivery of a Feasibility Report to the Optionors to December 31, 2030 and, as consideration for such extension, to pay to the Optionors an amount equal to US$1.00 for each equivalent ounce of gold up to 2,000,000 equivalent ounces of gold based on each Resource Report produced prior to or as part of such Feasibility Report (in addition to paying the resource bonuses provided for above); or (b) extend the date by which it must elect to deliver a Feasibility Study for an unlimited number of successive one year periods (i.e. to Dec 31, 2030 and March 30 of each year thereafter) (each such one year period, an “Extension Term”), in each case by paying to the Optionors (i) US$1,000,000 in respect of each of the first five Extension Terms, (ii) US$2,000,000 in respect of each of the sixth through the tenth Extension Terms, and (iii) US$3,000,000 in respect of each succeeding Extension Term, in each case prior to first day of such Extension Term. If Juggernaut fails to

comply with the terms of such extension, the Option may be terminated by the Optionors and in such event Juggernaut shall be obligated to pay $1,000,000 to the Optionors as a genuine pre-estimate of liquidated damages suffered by the Optionors.”

Pursuant to each of the Options the Company is required to pay the Optionors a resource bonus of US$1,000,000 and 1,000,000 (post-consolidation) shares when a NI 43-101 Compliant Technical Report of mineral reserves and mineral resources collectively meet 2,000,000 equivalent ounces of gold on the respective properties and thereafter the Company is required to pay US$1 per additional equivalent ounce of gold based on subsequent NI 43-101 Compliant Technical Reports.

A 3% royalty (“Royalty”) on net smelter returns (“NSR”) from all production from each property acquired by the Company will be payable in cash or in kind at the option of the Optionors, with a right of the Company until May 1, 2021 to buy down the Royalty by 1% to 2% for the payment to the Optionors of US$2,000,000. If the price of gold increases to US$2,000 per ounce, the Royalty will increase to 4% if it has not previously been bought down to 2% and it will increase to 3% if it has previously been bought down. If the Royalty is at 4% of the Company may reduce it to 2% by the payment of US$4,000,000 to the Optionors by the date which is the later of the 7th anniversary of the Definitive Agreement or six months after the price of gold reaches the US$2,000 threshold. If the Royalty is at 4% the Company may reduce it to 3% by the payment of US$2,500,000 to the Optionors by the date which is the later of the 7th anniversary of the Definitive Agreement or six months after the price of gold reaches a price of US$2,000.

Warrants issued under the option agreements entitled each warrant held by the holder to acquire one additional share of the Company at the price of $0.08 per share for 60 months from closing. All warrants will be subject to provisions prohibiting exercise if, as a result, the holder would own 10% or more of the Company’s outstanding shares post-exercise.

Gold Standard Property

In November, 2019, the Company entered into an agreement with the DSM Syndicate Holdings Ltd. (“DSM”) to earn a 100% in the Gold Standard property containing 3,961 hectares located in West Central BC.

Financial terms/commitments are as follows (as amended on March 11, 2020 and December 14, 2021):

  • 17 -

Juggernaut Exploration Ltd. Notes to the Financial Statements For The Years Ended September 30, 2023 and 2022 (Expressed in Canadian Dollars)

8. Exploration and Evaluation Assets – (cont’d)

Gold Standard Property – (cont’d)

Exploration Interest
Date Cash $ Securities Expenditures $ Earned
Effective Date 200,000_paid_ 2,000,000 shares issued
2,000,000 warrants issued
Dec. 15, 2021 300,000_paid_ 3,000,000 shares issued 500,000 - incurred
Dec. 15, 2023 500,000 2,000,000 shares 2,000,000_(i)_60%
Dec. 15, 2024 600,000 3,000,000 shares 2,500,000 100% Subject to NSR
Total 1,600,000 10,000,000 shares 5,000,000
2,000,000 warrants

(i) The $2,000,000 in exploration expenditures to be incurred by December 15, 2023 will be spent in aggregate between the Gold Standard property and the Gold Star property.

In the event that the Company earns a 60% interest in the Property, but subsequently fails or determines not to acquire the remaining 40% interest, the 60% interest it previously earned will be forfeited and the Company will revert back to the original 20% interest it had on the Property as a result of being a member of the Syndicate.

All cash, NSR royalty payments and shares and warrants issuable hereunder shall be allocated and issued or paid to the members of DSM excluding the Company which is a member of the DSM. The December 15, 2021 cash Option payment and all cash Option payments made thereafter will, subject to exercise of the Option, be deemed to be Advance Royalties. An Advance Royalty of $100,000 per year will be payable on December 15 of each year after exercise of the Option until the first royalty payment after commencement of commercial production.

A 3% royalty (“Royalty”) on net smelter returns (“NSR”) from all production from the property acquired by the Company will be payable in cash, with a right of the Company until December 15, 2024 to buy down the Royalty by 1% for the payment to the optionors (excluding the Company) of US$2,000,000. Production from the property includes all minerals (as defined in the Mineral Tenure Act [B.C.]) and other marketable materials, in whatever form or state, produced from the property and includes, without limitation, gold, silver, platinum, platinum group elements and other precious metals, copper, lead and zinc and other base metals, and sand, gravel, graphite, barite and other industrial minerals and materials. The Royalty will be registered in the office of the Gold Commissioner for B.C. and a security interest in the mineral claims and any afteracquired mineral lease will be registered in the B.C. Personal Property Security Register. If and when NI 43101 mineral reserves (proven and probable categories) and mineral resources (measured, indicated and inferred categories) on the Property collectively meet 2,000,000 equivalent ounces of gold with a minimum cut off grade of 0.05 grams per ton gold the Company will pay to DSM US$1 per equivalent ounce of gold based on each Resource Report produced (the “Resource Bonus”) including subsequent Resource Reports that report on additional equivalent ounces of gold as further exploration and development takes place. The resource bonus is to be applied as an advanced royalty payment.

As at September 30, 2023, the Company decided not to fulfill the upcoming contractual obligations and all exploration expenditures previously capitalized with Gold Standard were written off.

Gold Star Property

In July, 2020, the Company entered into an agreement with the DSM to earn a 100% in the Gold Star property (“Property”) containing 238 hectares located in West Central BC in close proximity to the Gold Standard property.

  • 18 -

Juggernaut Exploration Ltd. Notes to the Financial Statements For The Years Ended September 30, 2023 and 2022 (Expressed in Canadian Dollars)

8. Exploration and Evaluation Assets – (cont’d)

Gold Star Property – (cont’d)

Financial terms/commitments are as follows (as amended December 14, 2021):

Exploration Interest
Date Cash $ Securities Expenditures $ Earned
Mar. 9, 2021 N/A 1,500,000 shares issued
1,500,000 warrants issued
Dec. 15, 2022 N/A N/A 250,000 - incurred
Dec. 15, 2023 250,000 1,500,000 shares 2,000,000_(a)_ 40%
Dec. 15, 2024 500,000 2,000,000 shares 2,000,000 100% Subject to NSR
Total 750,000 5,000,000 shares 4,250,000
1,500,000 warrants

(a) The $2,000,000 in exploration expenditures to be incurred by December 15, 2023 will be spent in aggregate between The Gold Standard property and Gold Star property.

In the event that the Company earns an initial 40% interest in the Property, but subsequently determines not to pursue the Option to acquire the remaining 60% interest the Company will forfeit the additional 20% it would otherwise have earned and its interest will revert back to the original 20% interest it had as a result of being a member of the Syndicate and (i) the Optionors shall have the right to make all decisions respecting the Property, including any decision to sell, lease or otherwise dispose of or develop the Property; (ii) the Company shall be irrevocably bound by such decisions and hereby appoints the Manager as the Company’s lawful agent and attorney for that purpose; and (iii) neither the Company nor any Optionor shall be obligated to incur any expense in respect of the Property. The net proceeds from any such disposition transaction shall be shared between the Optionors and the Company in accordance with their respective percentage interests in the Property.

All cash, NSR royalty payments and shares and warrants issuable hereunder shall be allocated and issued or paid to the members of the Syndicate excluding the Company which is a member of the Syndicate.

A 3% royalty (“Royalty”) on net smelter returns (“NSR”) from all production from the Property acquired by the Company will be payable in cash, with a right of the Company until December 15, 2024 to buy down the Royalty by 1% for the payment to the Optionors (excluding the Company) of US$2,000,000. Production from the Property includes all minerals and other marketable materials, in whatever form or state, produced from the Property and includes, without limitation, gold, silver, platinum, platinum group elements and other precious metals, copper, lead and zinc and other base metals, and sand, gravel, graphite, barite and other industrial minerals and materials.

If and when NI 43-101 mineral reserves (proven and probable categories) and mineral resources (measured, indicated and inferred categories) report (a “Resource Report”) on the Property collectively meet 2,000,000 equivalent ounces of gold with a minimum cut off grade of 0.05 grams per ton gold the Company will pay to the Syndicate US$1 per equivalent ounce of gold based on each Resource Report produced (the “Resource Bonus”) including subsequent Resource Reports that report on additional equivalent ounces of gold as further exploration and development takes place. The Resource Bonus is to be applied as an advanced royalty payment.

As at September 30, 2023, the Company decided not to fulfill the upcoming contractual obligations and all exploration expenditures previously capitalized with Gold Star were written off.

  • 19 -

Juggernaut Exploration Ltd. Notes to the Financial Statements For The Years Ended September 30, 2023 and 2022 (Expressed in Canadian Dollars)

8. Exploration and Evaluation Assets – (cont’d)

Bingo Property

In December, 2021, the Company entered into an option agreement with the J2 Syndicate (“J2”) for an option to earn up to a 100% right, title and interest in and to certain mineral claims situated in the Skeena Mining District in British Columbia, collectively known as the Bingo Property.

Financial terms/commitments are as follows:

Exploration
Date Cash $ Securities Date Expenditures $ Interest Earned
Dec. 31,
- - - 2022 190,000 (i)
Dec. 31, Dec. 31,
2023 500,000 * 3,000,000 shares ** 2023 700,000 Incurred 49%
3,000,000 warrants **
Dec. 15,
- - - 2027 10,000,000 100% Subject to NSR
Total 500,000 3,000,000 shares 10,890,000
3,000,000 warrants
  • The cash option payment, deemed to be advance royalties, was exercised and paid on December 31, 2023.

  • ** The units to be issued to J2 consisting of shares and warrants will be issued at a deemed price equal to the maximum discount to market allowable by the TSXV Exchange of Juggernaut’s shares and for tax purposes $0.0001 of the deemed issue price of each unit will be allocated to the warrant comprised in the unit. Each warrant will be exercisable for five years after its date of issuance to purchase an additional share of the Company at a price that is equal to the market price as defined by the policies of the TSXV. All warrants will be subject to provisions prohibiting exercise if, as a result the holder would hold 10% or more of the Issuer’s outstanding shares post-exercise.

Units issued December 20, 2023 with warrants unit exercise price at $0.085.

  • (i) As at December 15, 2022, the company incurred exploration expenditures of $166,457. To maintain the Bingo agreement in good standing the Company paid the shortfall of $23,543 in cash to J2 in January, 2023.

If the Company earns a 49% interest in Bingo but fails or decides not to proceed further, then a new agreement will be entered into with the Optioners with the purpose of marketing to sell or option the Bingo property to any prospective interested party.

The Company will pay a resource bonus to the Optioners in cash and shares when a NI 43-101 mineral reserves (proven and probable categories) and mineral resources (measured, indicated and inferred categories) on the Bingo Property collectively meet the following equivalents of ounces of gold:

Gold Equivalent Ounces (“GEO”) Cash Shares
For each 2,000,000 GEO US$1,000,000 N/A
Over 2,000,000 GEO See(a) N/A
First 2,000,000 GEO 10,000,000
  • (a) Juggernaut will pay an additional resource bonus of US$1.00 to the Optionors for every gold equivalent ounce over 2,000,000 gold equivalent ounces.

  • 20 -

Juggernaut Exploration Ltd. Notes to the Financial Statements For The Years Ended September 30, 2023 and 2022 (Expressed in Canadian Dollars)

Exploration and Evaluation Assets – (cont’d)

Bingo Property – (cont’d)

A royalty of 3% of NSR and other returns from all production from the Bingo Property will be payable to the Optionors, in cash or in kind (i.e. gold and other Minerals produced from the Property) at the option of the Optionors (which will be exercisable by the Manager on behalf of the Optionors). The Company will have the right and option to reduce the royalty on the Company’s then current interest in the Property from 3% to 2% by paying US$1,500,000 to the Optionors not later than December 15, 2026. Production from the Bingo Property will include all minerals and other marketable materials, in whatever form or state, produced from the Bingo Property and “other returns” includes, without limitation, gross proceeds from the sale of sand, gravel, graphite, barite and other industrial minerals and materials. The royalty will be registered in the office of the Gold Commissioner for B.C. and a security interest in the mineral claims and any after-acquired mineral lease will be registered in the B.C. Personal Property Security Register or against title to the Property to the extent applicable.

  • 21 -

Juggernaut Exploration Ltd. Notes to the Financial Statements For The Years ended September 30, 2023 and 2022 (Expressed in Canadian Dollar)

8. Exploration and Evaluation Assets – (cont’d)

The Company’s exploration and evaluation assets are as follows:

Balance
Mineral
Sept. 30, 2021
Properties:
$
Expenditures During the Year
Camp &
Consulting/
Transport &
Equipment
Government
Balance
Acquisitions
Assays
Field Costs
Reports
Drilling
Supplies
Geophysical
& Rental
Tax Credit
Sub-total
Sept. 30, 2022
$ $ $ $ $ $ $ $ $(a)
$ $
Empire
475,449
Midas
6,016,922
Goldstd
1,798,800
Goldstar
1,912,014
Bingo
-

-
1,910
6,000
23,275
-
453
-
2,685
(4,675)
29,648
505,097

-
27,743
41,012
27,660
-
35,588
19,500
2,685
(13,597)
140,591
6,157,513

840,000
57,046
75,554
122,239
335,497
285,668
-
13,117
1,030
1,730,151
3,528,951

-
11,773
35,193
116,640
198,722
163,055
-
12,140
874
538,397
2,450,411
-
54,307
33,713
13,660
-
11,383
-
-
(7,729)
105,334
105,334
Total
10,203,185

840,000 152,779
191,472
303,474
534,219
496,147
19,500
30,627
(24,097)
2,544,121
12,747,306
Balance
Mineral
Sept. 30, 2022
Properties:
$
Expenditures During the Year
Government
Camp &
Consulting/
Transport &
Equipment
Tax Credit/
Balance
Acquisitions
Assays
Field Costs
Reports
Drilling
Supplies
Geophysical
& Rental
Write-off
Sub-total
Sept. 30, 2023
$ $ $ $ $ $ $ $ $ (b)
$ $
Empire
505,097
Midas
6,157,513
Goldstd
3,528,951
Goldstar
2,450,411
Bingo
105,334

-
33,578
107,276
55,788
214,283
337,805
-
16,529
(44,646)
720,613
1,225,710

-
106,185
313,364
110,056
1,032,213
505,940
22,146
25,296
(123,316)
1,991,884
8,149,397

-
66,075
-
11,320
-
3,905
-
401
(3,610,652)
(3,528,951)
-

-
2,024
-
15,570
-
3,905
-
431
(2,472,341)
(2,450,411)
-

23,543
14,050
31,197
109,871
273,392
327,857
-
15,059
(44,862)
750,107
855,441
Total
12,747,306

23,543 221,912
451,837
302,605
1,519,888
1,179,412
22,146
57,716
(6,295,817)
(2,516,758)
10,230,548

(a) During 2022, the CRA approved $31,439 of the Company’s 2021 BCMETC claim of $38,260. The difference of $6,821 was split $1,200, $3,718, $1,030 and $874 were adjusted to the Empire, Midas, GoldStandard and GoldStar properties respectively as an addition to their exploration expenditures.

As at September 30, 2022, BCMETC of $30,919 pertaining to fiscal 2022 was accrued as a receivable and the tax credit of $5,875, $17,315 and $7,729 relating to the Empire, Midas and Bingo properties respectively were included as an offset to their exploration expenditures.

  • (b) During 2023, the CRA approved $28,303 of the Company’s 2022 BCMETC claim of $30,919. The difference of $2,616 was split $497, $1,465 and $654 were adjusted to the Empire, Midas and Bingo properties respectively as an addition to their exploration expenditures.

As at September 30, 2023, BCMETC of $215,440 pertaining to fiscal 2023 was accrued as a receivable and the tax credit of $45,143, $124,781 and $45,516 relating to the Empire, Midas and Bingo properties respectively were included as an offset to their exploration expenditures. During 2023, due to uncertainty of success with the Goldstandard and GoldStar properties, impairment amounts of $3,610,652 and $2,472,341 respectively were recorded reducing their carrying values to nil.

  • 22 -

Juggernaut Exploration Ltd. Notes to the Financial Statements For The Years Ended September 30, 2023 and 2022 (Expressed in Canadian Dollars)

9. Accounts payable and accrued liabilities

Accounts payable and accrued liabilities
September 30,
September 30,
2023 2022
Accounts payable $ 350,275 $ 143,913
Accrued liabilities 33,395 25,700
$ 383,670 $169,613

10. Related Party Transactions

Key management personnel are persons responsible for the planning, directing and controlling activities of the entity. The Company’s key management personnel are the CEO and CFO and their compensations are included in the following:


included in the following:
Year Ended Year Ended
September 30, September 30,
2023 2022
Management fees $ 297,500 $ 273,750
Administrative fees 107,500 93,750
Director fees 18,000 18,000
Short-term benefits 7,163 7,364
Other 12,000 12,000
Share-based compensation 275,000 -
Total $ 717,163 $ 404,864

For the year ended September 30, 2023, home office expenses of $12,000 (2022: $12,000) were paid or accrued to the CEO and CFO.

Share-based compensation is a non-cash item that pertains to all officers and directors of the Company.

Related party liabilities consist of unpaid management, administration and other fees owing to two officers of the Company. These amounts are unsecured, non-interest bearing and have no fixed terms of repayment.

As at September 30, 2023, $127,343 (2022 - $71,908) was owing to related parties and a balance in prepaid expenses of $Nil (2022 - $5,000) was due from a related party relating to expense advances.

11. Share Capital

Authorized:

Authorized share capital consists of an unlimited number of common shares without par value.

Issued:

As at September 30, 2023, there were 62,549,452 (2022: 43,447,452) shares issued and outstanding.

During the year ended September 30, 2023:

  • In May, 2023, the Company issued 19,000,000 flow-through units (“FT Units”) for gross proceeds of $3,040,000.

  • 23 -

Juggernaut Exploration Ltd. Notes to the Financial Statements For The Years Ended September 30, 2023 and 2022 (Expressed in Canadian Dollars)

11. Share Capital – (cont’d)

Issued: - (cont’d)

Each FT Unit consisted of one flow-through common share of the Company and one non-flow through common share purchase warrant (the “NFT Warrant”) with each NFT Warrant exercisable to purchase an additional non-flow-through common share of the Company for $0.20 for 24 months from the date of issue.

The Company paid a cash commission of $34,200 and issued 342,000 broker-warrants (“B-warrant”) with each B-warrant exercisable to purchase an additional non-flow-through common share of the Company for $0.17 for 24 months from the date of issue and incurred $20,069 in other share issue costs.

The fair value of the 342,000 broker warrants was estimated at $27,360 using the Black-Scholes option pricing model with the following weighted average assumptions: expected dividend yield - 0%, share price of $0.17 expected volatility – 80.8% (based on historical volatility), risk-free interest rate – 3.73%, average exercise price of $0.17 and an expected life of 2 year.

The flow-through units were issued at a premium in recognition of the tax benefits accruing to subscribers. The flow-through premium was calculated to be $760,000 and was recorded as a share capital reduction with an equivalent amount as a flow-through share premium liability in the statement of financial position. As at September 30, 2023, based on exploration expenditures incurred, $760,000 was recognized as a settlement of the flow-through premium leaving a nil balance as a flow-through share premium liability.

  • In August, 2023, the Company issued 102,000 common shares pursuant to the exercising of 102,000 share purchase warrants issued according to the terms of the Empire and Midas mineral property agreements at a weighted average price of $0.14 for total proceeds of $13,940. From the exercise of these warrants, $10,880 was reclassified from the contributed surplus account to the share capital account.

During the year ended September 30, 2022:

  • In December, 2021, the Company issued 17,000 common shares pursuant to the exercise of 17,000 share purchase warrants issued according to the terms of the Midas mineral property agreement at a unit exercise price of $0.12 for gross proceeds of $2,040. From the exercise of these warrants, $1,530 was reclassified from the contributed surplus account to the share capital account.

  • In December, 2021, the Company issued 3,000,000 common shares to members of DSM pursuant to the terms of the Gold Standard agreement.

  • 24 -

Juggernaut Exploration Ltd. Notes to the Financial Statements For The Years Ended September 30, 2023 and 2022 (Expressed in Canadian Dollars)

11. Share Capital – (cont’d)

Warrants: - (cont’d)

Share Purchase Warrants Outstanding:

The continuity of share purchase warrants is as follows:

Number of Weighted Average
Warrants Exercise Price
Balance - September 30, 2021 31,040,000 $0.40
Warrants exercised (17,000) (i) $0.12
Expired (5,930,376) $0.67
Balance - September 30, 2022 25,092,624 $0.34
Expired (18,421,624) $0.38
Exercised (102,000) (ii) $0.14
Issued 19,342,000 $0.20
Balance-September30,2023 25,911,000 $0.20

(i) The share price on the date the warrants were exercised was $0.18

(ii) The share price on the date the warrants were exercised was $0.19

Details of share purchase warrants outstanding at September 30, 2023:

Number of Warrants Exercise Price Expiry Date Remaining Life (Years)
1,975,000 $0.20 March 10, 2025 1.44
19,000,000 $0.20 May 12, 2025 1.62
342,000 $0.17 May 12, 2025 1.62
1,564,000 $0.14 October 16, 2025 2.04
1,530,000 $0.12 November 12, 2025 2.12
1,500,000 $0.42 March 9, 2026 2.44
25,911,000 $0.20 1.71

Stock options:

The Company has a stock option plan whereby, the aggregate number of shares which may be issued pursuant to options granted under the Plan, unless otherwise approved by shareholders, may not exceed that number, which is equal to 20% of the shares of the Company issued and outstanding on the record date of November 14, 2023, being 12,509,890. The maximum number of common shares reserved for issue to any one person under the plan cannot exceed 5% of the issued and outstanding number of common shares at the date of the grant and the maximum number of common shares reserved for issue to a consultant or a person engaged in investor relations activities cannot exceed 2% of the issued and outstanding number of common shares at the date of the grant. Options vest at the date of grant, unless otherwise noted.

The exercise price of each option granted under the plan may not be less than the Discounted Market Price (as that term is defined in the policies of the TSXV). Options may be granted for a maximum term of five years from the date of the grant, are non-transferable and expire within 90 days (or earlier as stipulated) of termination of employment or holding office as director or officer of the Company and, in the case of death, expire within one year thereafter. Upon death, the options may be exercised by legal representation or designated beneficiaries of the holder of the option.

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Juggernaut Exploration Ltd. Notes to the Financial Statements For The Years Ended September 30, 2023 and 2022 (Expressed in Canadian Dollars)

11. Share Capital – (cont’d)

Stock options: - (cont’d)

The continuity of share purchase options is as follows:

Number of Weighted Average
Options Exercise Price
Balance - September 30, 2021 4,020,500
$0.30
Granted 200,000 $0.22
Balance - September 30, 2022 4,220,500
$0.30
Granted 3,331,000 $0.16
Balance- September30,2023 7,551,500 $0.24

During the year ended September 30, 2023:

In June, 2023, the Company granted in aggregate 2,500,000 stock options to certain directors of the Company and 831,000 stock options in aggregate to certain consultants for the Company. The stock options granted vest immediately, have a term of five years and each stock option is exercisable to purchase a common share of the Company at $0.16.

The granting of these stock options resulted in the recognition of $366,410 in share-based compensation using the Black-Scholes Option Pricing Model with the following assumptions:

September 30, 2023
Expected life 5 years
Annualized volatility 98.5%
Risk-free interest rate 3.72%
Dividend yield Nil

During the year ended September 30, 2022:

In September 30, 2022, management granted 200,000 stock options to a consultant for the Company. The options issued pursuant to this grant vest immediately, have a term of five years with each option exercisable to purchase a common share of the Company at $0.22.

The granting of these options resulted in the recognition of $20,000 in share-based compensation estimated using the Black-Scholes Option Pricing Model with the following assumptions:

September 30, 2022
Expected life 5 years
Annualized volatility 109.0%
Risk-free interest rate 1.61%
Dividend yield Nil
  • 26 -

Juggernaut Exploration Ltd. Notes to the Financial Statements For The Years Ended September 30, 2023 and 2022 (Expressed in Canadian Dollars)

11. Share Capital – (cont’d)

Stock options: - (cont’d)

Details of stock options outstanding at September 30, 2023:

Options Outstanding Exercise Price Expiry Date Remaining Life (years)
1,000,000 $0.22 January 9, 2025 1.27
350,000 $0.22 April 21, 2025 1.56
335,000 $0.22 December 2, 2025 2.17
10,500 $0.22 December 30, 2025 2.25
2,325,000 $0.36 May 14, 2026 2.63
200,000 $0.22 March 8, 2027 3.44
3,331,000 $0.16 June 14, 2028 4.71
7,551,500 $0.24 3.32

In November, 2023, due to cessation of service, the Company cancelled 500,000 stock options expirying June 14, 2028, granted previously to a consultant.

The fair values were estimated using the Black-Scholes option pricing model:

Date Number of Exercise Expiry Unit Fair
Granted Options Price Date Value
January 9, 2020 1,000,000
$0.22
January 9, 2025 $0.17
April 21, 2020 350,000 $0.22 April 21, 2025 $0.14
December 2, 2020 335,000 $0.22 December 2, 2025 $0.12
December 30, 2020 10,500 $0.22 December 30, 2025 $0.14
May 14, 2021 2,325,000 $0.36 May 14, 2026 $0.28
March 8, 2022 200,000 $0.22 March 8, 2027 $0.10
June 14, 2023 3,331,000
$0.16
June 14, 2028 $0.11

Contributed Surplus:

Contributed surplus record items recognized as stock-based compensation expense and other share-based payments until such time that the stock options or warrants are exercised, at which time the corresponding amount will be transferred to share capital. If the options or warrants expire unexercised, the amount initially recorded will be reversed to deficit.

12. Management of Capital

The Company's policy is to maintain a strong capital base so as to maintain investor and creditor confidence, safeguard the Company’s ability to support the exploration and development of its exploration and evaluation assets and to sustain future development of the business. The capital structure of the Company consists of equity and debt obligations, net of cash. There are no restrictions on the Company’s capital and there were no changes in the Company's approach to capital management during the year.

13. Financial Instruments and Risk Management

The Company is exposed in varying degrees to a variety of financial instrument related risks. The Board of Directors approves and monitors the risk management processes, inclusive of documented investment policies, counterparty limits, and controlling and reporting structures. The type of risk exposure and the way in which such exposure is managed is provided as follows:

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Juggernaut Exploration Ltd. Notes to the Financial Statements For The Years Ended September 30, 2023 and 2022 (Expressed in Canadian Dollars)

13. Financial Instruments and Risk Management – (cont’d)

Credit risk

Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the other party to incur financial loss. The Company is exposed to credit risk with respect to its cash and shortterm investment. The Company minimizes its exposure to credit risk by placing its cash and cash equivalents with a Canadian Chartered bank. While there is concentration of risk by holding all funds with one institution, management assesses credit risk of cash and cash equivalents as low due to the high credit quality rating the institution has with the rating agencies. As at September 30, 2023, the Company has cash and cash equivalents of $468,660.

Foreign exchange risk

Foreign currency risk is the risk that the fair values of future cash flows of a financial instrument will fluctuate because they are denominated in currencies that differ from the respective functional currency. The Company’s exposure to foreign exchange risk is minimal.

Interest rate risk

Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is not exposed to significant interest rate risk.

Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company has a planning and budgeting process in place to help determine the funds required to support the Company’s normal operating requirements on an ongoing basis. Liquidity risk is considered high.

Fair value

The fair value of the Company’s financial assets and liabilities approximates their carrying amount due to their short period of time to maturity.

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

  • Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities;

  • Level 2 – Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and

  • Level 3 – Inputs that are not based on observable market data.

Management has determined that the cost of its investment in the DSM Syndicate of $nil is the most reliable measure of its fair value as there is a lack of observable date or other means to determine fair value and is a level 3 fair value measure.

  • 28 -

Juggernaut Exploration Ltd. Notes to the Financial Statements For The Years Ended September 30, 2023 and 2022 (Expressed in Canadian Dollars)

14. Income Tax

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

Year Ended Year Ended
September 30, September 30,
2023 2022
Loss before income taxes $ (6,602,542) $ (138,557)
Statutoryincome tax rates 27% 27%
Computed income tax recovery (1,782,686) (37,410)
Permanent differences 1,540,884 (123,675)
Impact of flow-through shares (820,800) (441,146)
Adjustment to prior years provision (391,991) -
Share issuance costs and other 45,596
Net change in valuation allowance 1,408,997 602,231
Income tax recovery $ - $ -

Significant components of the Company’s deferred tax assets and liabilities are as follows:

September 30, September 30,
2023 2022
Deferred income tax assets
Share issuance costs $ 39,585 $ 38,268
Capital loss carry-forwards 294,075 -
Non-capital loss carry-forwards 1,755,043 1,393,744
Equipment 15,694 34
Exploration and evaluation assets 912,504 175,857
3,016,901 1,607,903
Valuation allowance (3,016,901) (1,607,903)
Deferred income tax asset $ - -

The Company has non-capital losses of $6,500,158 which may be carried forward to reduce taxable income in future years. The non-capital losses expire between 2028 and 2043 and resource exploration and development pools of $13,609,277 which may be carried forward indefinitely.

The conditions required under IFRS, to recognize net potential deferred tax assets based on the establishment of likely recovery through future profitability have not been met. Accordingly, a 100% valuation allowance has been provided.

15. Subsequent Events

The following events occurred subsequent to September 30, 2023:

  • In November and December, 2023, pursuant to the closing of a non-brokered private placement financing the Company issued in aggregate 13,495,076 units (the “Units”) for total gross proceeds of $1,754,360.

Each Unit consists of one common share of the Company and one common share purchase warrant (the “Warrants”), each Warrant being exercisable to purchase an additional common share of the Company at an unit price of $0.25 for 36 months from the date of issue, subject to the right of the Company to accelerate the exercise period to 30 days if, after the expiry of the 4-month hold, shares of the Company close at or above $1.00 for 10 consecutive trading days.

  • 29 -

Juggernaut Exploration Ltd. Notes to the Financial Statements For The Years Ended September 30, 2023 and 2022 (Expressed in Canadian Dollars)

15. Subsequent Events – (cont’d)

The Company paid cash finder’s fees totaling $12,129 and issued 93,300 non-transferable Broker Warrants with each Broker Warrant exercisable to purchase one common share of the Company at an unit price of $0.25 for 24 months from the date of issue.

  • In December, 2023, the Company granted 1,030,000 share purchase options in aggregate to officers/directors of the Company. Each option is exercisable for the purchase of one common share of the Company at a unit price of $0.16 for a five year period.

  • 30 -