Leocor Mining Inc. — Interim / Quarterly Report 2024

Jun 14, 2024

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LEOCOR GOLD INC.

INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED APRIL 30, 2024 AND 2023

Expressed in Canadian Dollars

LEOCOR GOLD INC. INTERIM CONSOLIDATED STATEMENTS OF FINANCIAL POSITION Expressed in Canadian Dollars

	April 30,	October 31,
	2024	2023
	$	$
ASSETS
Current
Cash and cash equivalents	2,403,613	3,805,209
Receivable	12,559	31,591
Marketable securities (Note 6)	4,884,000	-
Prepaid expenses	140,264	24,064
	7,440,436	3,860,864
Exploration and evaluation assets(Note 5)	3,430,432	3,391,351
TOTAL ASSETS	10,870,868	7,252,215
LIABILITIES AND EQUITY
Current
Accountspayable and accrued liabilities	243,864	215,294
	243,864	215,294
Equity
Share capital (Note 7)	19,507,593	17,619,325
Share-based payment reserve (Note 7)	1,797,342	1,746,920
Deficit	(10,677,931)	(12,329,324)
	10,627,004	7,036,921
TOTAL LIABILITIES AND EQUITY	10,870,868	7,252,215

Nature and continuance of operations (Note 1) Commitments (Note 11) Subsequent event (Note 12)

Approved and authorized for issue on behalf of the Board on June 14, 2024:

On behalf of the Board:

“Alex Klenman” “Brian Shin” Director Director

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

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LEOCOR GOLD INC.

INTERIM CONSOLIDATED STATEMENTS OF LOSS AND COMPREHENSIVE LOSS Expressed in Canadian Dollars

Six months ended April 30, Three months ended April 30, 2024 2023 2024 2023	Six months ended April 30, Three months ended April 30, 2024 2023 2024 2023
$ $ $ EXPENSES Audit fee 25,075 13,000 20,075 Consulting (Note 8) 94,615 70,625 79,615 Filing fee 23,455 26,007 11,908 Foreign exchange (180) 951 10 Geological consulting 500 36,475 500 Investor relations - - - Legal fees 16,909 2,124 9,071 Marketing 14,850 14,725 5,475 Office and administration (Note 8) 35,944 56,372 17,947 Share based compensation(Note 7) 50,422 - 50,422	$ 7,500 40,625 15,821 13 3,475 - - 11,125 23,139 -
Operatingexpenses (261,590) (220,279) (195,023)	(101,698)
OTHER ITEMS Interest income 28,984 45,450 - Unrealized gain on marketable securities (Note 6) 1,884,000 - 1,056,000 Other income - 38,618 -	10,276 - 38,618
Net income(loss) 1,651,394 (136,211) 860,977	(52,804)
Basic and diluted income (loss) per share 0.03 (0.00) 0.01 Diluted income (loss) per share 0.03 (0.00) 0.01 Weighted average number of common shares outstanding – basic 59,349,892 54,420,042 62,051,107 Weighted average number of common shares outstanding- diluted 60,669,760 54,420,042 64,720,173	(0.00) (0.00) 58,140,735 58,140,735

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

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LEOCOR GOLD INC.

INTERMIM CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY Expressed in Canadian Dollars

	Number of		Share-based
	common shares	Share capital	payment reserve	Deficit	Total equity
		$	$	$	$
Balance, October 31, 2022	56,707,402	17,352,158	1,746,920	(4,186,440)	14,912,638
Shares issued for exploration and evaluation	2,266,666	261,333	-	-	261,333
Loss for theperiod	-	-	-	(136,211)	(136,211)
Balance, April 30, 2023	58,974,068	17,613,492	1,746,920	(4,322,651)	15,037,761
		$	$	$	$
Balance, October 31, 2023	59,124,068	17,619,325	1,746,920	(12,329,324)	7,036,921
Shares issued for shares	38,300,000	1,915,000	-	-	1,915,000
Share issuance costs	-	(43,400)	50,422	-	7,022
Shares issued for exploration and evaluation	333,334	16,667	-	-	16,667
Income for theperiod	-	-	-	1,651,394	1,651,394
Balance, April 30, 2024	97,757,402	19,507,593	1,797,342	(10,677,931)	10,627,004

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

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LEOCOR GOLD INC. INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS Expressed in Canadian Dollars

	Six months ended April 30,	Six months ended April 30,
	2024	2023
	$	$
OPERATING ACTIVITIES
Net income (loss) for the period	1,651,394	(136,211)
Adjustments for non-cash items
Unrealized gain on marketable securities	(1,884,000)	-
Share-based compensation	50,422	-
Changes in working capital
Increase in prepaid expenses	(116,200)	25,062
Increase in receivable	19,032	298,915
Increase in accountspayable and accrued liabilities	28,570	(332,520)
	(250,282)	(144,754)
INVESTING ACTIVITIES
Exploration and evaluation expenditures	(22,414)	(730,900)
	(22,414)	(730,900)
FINANCING ACTIVITIES
Proceeds from shares issued	1,915,000	-
Share issuance costs paid	(43,400)	-
Purchase of marketable securities	(3,000,000)	-
	(1,128,400)	-
Increase (decrease) in cash	(1,401,596)	(875,654)
Cash,beginning	3,805,209	5,499,645
Cash,ending	2,403,613	4,623,991
SUPPLEMENTAL CASH DISCLOSURES AND NON-CASH TRANSACTIONS
	2024	2023
	$	$
Shares issued for exploration and evaluation assets	16,667	-

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

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LEOCOR GOLD INC. NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS For the six months ended April 30, 2024 and 2023 Expressed in Canadian Dollars

1. NATURE AND CONTINUANCE OF OPERATIONS

Leocor Gold Inc. (the “Company”) was incorporated under the British Columbia Business Corporations Act on July 26, 2018 as Leocor Ventures Inc. On July 28, 2020, the Company changed its name to Leocor Gold Inc. The Company’s registered and records office is located on the 10[th] Floor, 595 Howe Street, Vancouver BC.

The Company completed the Initial Public Offering (“IPO”) and its shares were listed on the Canadian Securities Exchange on June 18, 2019 and commenced trading on June 21, 2019 under the symbol “LECR”. The Company is in the exploration stage and its principal business activity is the search for, and exploration of mineral properties.

These consolidated financial statements have been prepared on the basis of accounting principles applicable to a going concern, which assumes that the Company will be able to continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities and commitments in the normal course of business. At April 30, 2024, the Company has not generated revenue or cash flow from operations to adequately fund its activities and has therefore relied upon external financing for its operational expenses. These factors form a material uncertainty which may cast significant doubt upon the Company's ability to continue as a going concern. The Company plans to continue relying upon external financing to finance its future activities but there can be no assurance that such financing will be available on a timely basis and/or on terms acceptable to the Company.

The business of mining and exploration for minerals involves a high degree of risk and there can be no assurance that current exploration programs will result in profitable mining operations. The recoverability of amounts shown for exploration and evaluation assets is dependent on several factors. These include the discovery of economically recoverable reserves, the ability of the Company to obtain the necessary financing to complete the development of these properties, and future profitable production or proceeds from disposition of exploration and evaluation assets.

These factors, among others, could have a significant impact on the Company’s operations.

The carrying value of the Company's exploration and evaluation assets do not reflect current or future values. The Company has not yet determined whether its exploration and evaluation assets contain economically recoverable ore reserves. The recovery of the amounts comprising exploration and evaluation assets are dependent upon the confirmation of economically recoverable reserves, the ability of the Company to obtain necessary financing to successfully complete the exploration and development of those reserves and upon future profitable production or, alternatively, upon the Company's ability to dispose of its interest on an advantageous basis.

These consolidated financial statements do not include any adjustments that may result from the inability to secure future financing, such a situation would have a material adverse effect on the Company's recoverability of assets, classification of assets and liabilities, and results of operations and the Company’s ability to continue as a going concern.

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LEOCOR GOLD INC. NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS For the six months ended April 30, 2024 and 2023 Expressed in Canadian Dollars

2. BASIS OF PREPARATION

• (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”). These consolidated financial statements were approved by the Board of Directors of the Company on February 23, 2024.

• (b) Principle of consolidation

These consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, Hare Bay Resources Corp. (“Hare Bay”) (inactive holding company) from the date of its acquisition (Note 5). All inter-company balances have been eliminated upon consolidation.

• (c) Basis of presentation

These financial statements have been prepared on a historical cost basis, except for the revaluation of certain financial assets, financial liabilities and investments to fair value. In addition, these financial statements have been prepared using the accrual basis of accounting, except for cash flow information. The condensed interim financial statements have been prepared in accordance with IAS 34 Interim Financial Reporting.

The presentation and functional currency of the Company is the Canadian dollar.

• (d) Significant accounting judgements and estimates

The preparation of these consolidated financial statements requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and expenses during the reporting period. Actual results could differ from these estimates.

These consolidated financial statements include estimates which, by their nature, are uncertain. The impacts of such estimates are pervasive throughout the consolidated financial statements and may require accounting adjustments based on future occurrences. Revisions to accounting estimates are recognized in the period in which the estimate is revised and may affect both the period of the revision and future periods. These estimates are based on historical experience, current and future economic conditions and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

Significant assumptions about the future and other sources of estimation uncertainty that management has made at the reporting date that could result in a material adjustment to the carrying amounts of assets and liabilities, in the event that actual results differ from estimates made, relate to determination of fair value of financial instruments.

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LEOCOR GOLD INC. NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS For the six months ended April 30, 2024 and 2023 Expressed in Canadian Dollars

2. BASIS OF PREPARATION (continued)

In preparing the financial statements, management makes judgments regarding the application of IFRS for the Company’s accounting policies. Significant judgments relate to the following areas:

(i) Going concern assumption

The assessment of whether the going concern assumption is appropriate requires management to take into account all available information about the future, which is at least, but not limited to, twelve months from the end of the reporting period. The Company has disclosed a material uncertainty regarding going concern in Note 1 which requires the use of management's judgment on the ability of the Company to continue its operations and to develop or acquire a self-sustaining business or assets.

(ii) Income taxes

In assessing the probability of realizing deferred tax assets, management makes estimates related to expectation of future taxable income, applicable tax opportunities, expected timing of reversals of existing temporary differences and the likelihood that tax positions taken will be sustained upon examination by applicable tax authorities. In making its assessments, management gives additional weight to positive and negative evidence that can be objectively verified.

(iii) Economic recoverability and probability of future economic benefits of exploration and evaluation assets

Management has determined that exploration, evaluation, and related costs incurred which were capitalized may have future economic benefits and are economically recoverable. Management uses several criteria in its assessments of economic recoverability and probability of future economic benefits including, geologic and other technical information, a history of conversion of mineral deposits with similar characteristics to its own properties to proven and probable mineral reserves, the quality and capacity of existing infrastructure facilities, evaluation of permitting and environmental issues and local support for the project.

(iv) Valuation of share-based compensation

The Company uses the Black-Scholes Option Pricing Model for valuation of share-based compensation. Option pricing models require the input of subjective assumptions including expected price volatility, interest rate, and forfeiture rate. Changes in the input assumptions can materially affect the fair value estimate and the Company’s earnings and equity reserves.

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LEOCOR GOLD INC. NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS For the six months ended April 30, 2024 and 2023 Expressed in Canadian Dollars

2. BASIS OF PREPARATION (continued)

• (c) Significant accounting judgements and estimates (continued)

• (v) Decommissioning restoration provision

The Company will record a provision for decommissioning and restoration provision based on management’s best estimate of the present value of the future cash outflows required to settle the liability. The provision reflects estimates of future costs, inflation, and assumptions of risks associated with the future cash outflows, and the applicable risk-adjusted discount rate for the discounting future cash outflows. Changes in the above factors can results in a change to the provision recognized by the Company. Changes to any restoration and decommissioning costs are recorded with a corresponding change to the carrying amount of the related mining property. Adjustments to the carrying amounts of the related mineral property can result in a change to future depletion expenses.

While management believes judgements and the estimates are reasonable, actual results could differ from those judgements and estimates and could impact future results of operations and cash flows.

3. SIGNIFICANT ACCOUNTING POLICIES

Cash equivalents

Cash equivalents include short term deposits which are readily convertible into a known amount of cash.

Exploration and evaluation assets

Pre-exploration costs are expensed as incurred. Costs directly related to the exploration and evaluation of mineral properties are capitalized once the legal rights to explore the mineral properties are acquired or obtained. When the technical and commercial viability of a mineral resource has been demonstrated, the capitalized costs of the related property are first tested for impairment and then reclassified to mining assets and amortized over the estimated useful life of the property.

If it is determined that capitalized acquisition, exploration and evaluation costs are not recoverable, or the property is abandoned or management has determined an impairment in value, the property is written down to its recoverable amount. Exploration and evaluation assets are reviewed for impairment when facts and circumstances suggest that the carrying amount may exceed its recoverable amount.

The costs include the cash or other consideration and the assigned value of shares issued, if any, on the acquisition of exploration and evaluation assets. Costs related to properties acquired under option agreements or joint ventures, whereby payments are made at the sole discretion of the Company, are recorded in the accounts at such time as the payments are made. The Company does not accrue the estimated future cost of maintaining its exploration and evaluation assets in good standing.

Capitalized costs as reported on the statements of financial position represent costs incurred to date and may not reflect actual, present, or future values. Recovery of carrying value is dependent upon future commercial success or proceeds from disposition of the exploration and evaluation property interests.

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LEOCOR GOLD INC. NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS For the six months ended April 30, 2024 and 2023 Expressed in Canadian Dollars

3. SIGNIFICANT ACCOUNTING POLICIES (continued)

Exploration and evaluation assets (continued)

Management assesses exploration and evaluation assets for impairment when facts and circumstances suggest that the carrying amount of an asset may exceed its recoverable amount. Write-downs due to impairment in value are charged to profit or loss.

General exploration costs not related to specific properties and general administrative expenses are charged to profit or loss in the period in which they are incurred.

Restoration and environmental obligations

The Company recognizes liabilities for statutory, contractual, constructive or legal obligations associated with the retirement of long-term assets, when those obligations result from the acquisition, construction, development or normal operation of the assets. The net present value of future restoration cost estimates arising from the decommissioning of plant and other site preparation work is capitalized to exploration and evaluation assets 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 restoration asset will be depreciated on the same basis as other mining assets. As at April 30, 2024 and October 31, 2023, the Company had no future restoration costs.

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.

Changes in the net present value, excluding changes in amount and timing of the Company's estimates of reclamation costs, are charged to profit and 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 profit or loss in the period incurred.

Impairment of assets

The carrying amount of the Company's 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 profit or 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 pretax 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.

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LEOCOR GOLD INC. NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS For the six months ended April 30, 2024 and 2023 Expressed in Canadian Dollars

3. SIGNIFICANT ACCOUNTING POLICIES (continued)

Impairment of assets (continued)

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, however, not 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.

Flow-through shares

The resource expenditure deductions for income tax purposes related to exploration and development activities funded by flow-through share arrangements are renounced to investors in accordance with Canadian tax legislation. On issuance, the premium recorded on the flow-through share, being the difference in price over a common share with no tax attributes, is recognized as a liability. As expenditures are incurred, the liability associated with the renounced tax deductions is recognized through profit and loss with a pro-rata portion of the deferred premium.

Share-based compensation

Share-based compensation to employees and others providing similar services are measured at the estimated fair value of the instruments issued on the grant date and amortized over the vesting periods. Share-based compensation to non-employees is measured at the fair value of the 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 amount recognized as an expense is adjusted to reflect the number of awards expected to vest. The offset to the recorded cost is to equity settled share-based payments reserve.

Consideration received on the exercise of stock options is recorded as share capital and the related equity share-based payments reserve is transferred to share capital. Charges for options that are forfeited before vesting are reversed from equity settled share-based payment reserve.

Share-based compensation expense relating to deferred share units is accrued over the vesting period of the units based on the quoted market price. As these awards can be settled in cash, the expense and liability are adjusted each reporting period for changes in the underlying share price.

Share issue costs

Costs directly identifiable with the raising of capital will be charged against the related share capital. Costs related to shares not yet issued are recorded as deferred financing costs. These costs will be deferred until the issuance of the shares to which the costs relate, at which time the costs will be charged against the related share capital or charged to operations if the shares are not issued.

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LEOCOR GOLD INC. NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS For the six months ended April 30, 2024 and 2023 Expressed in Canadian Dollars

3. SIGNIFICANT ACCOUNTING POLICIES (continued)

Basic and diluted loss per share

Basic earnings (loss) per share is computed by dividing net earnings (loss) available to common shareholders by the weighted average number of shares outstanding during the reporting period. Diluted earnings (loss) per share is computed similar to basic earnings (loss) per share except that the weighted average shares outstanding are increased to include additional shares for the assumed exercise of stock options and warrants, if dilutive. The number of additional shares is calculated by assuming that outstanding stock options and warrants were exercised and that the proceeds from such exercises were used to acquire common stock at the average market price during the reporting periods. For the periods presented, this calculation proved to be anti-dilutive.

Financial instruments

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.

Financial assets

On initial recognition, financial assets are recognized at fair value and are subsequently classified and measured at: (i) amortized cost; (ii) fair value through other comprehensive income ("FVOCI"); or (iii) fair value through profit or loss ("FVTPL"). The classification of financial assets is generally based on the business model in which a financial asset is managed and its contractual cash flow characteristics. A financial asset is measured at fair value net of transaction costs that are directly attributable to its acquisition except for financial assets at FVTPL where transaction costs are expensed. All financial assets not classified and measured at amortized cost or FVOCI are measured at FVTPL. On initial recognition of an equity instrument that is not held for trading, the Company may irrevocably elect to present subsequent changes in the investment's fair value in other comprehensive income.

The classification determines the method by which the financial assets are carried on the statement of financial position subsequent to inception and how changes in value are recorded. Cash is measured at FVTPL.

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LEOCOR GOLD INC. NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS For the six months ended April 30, 2024 and 2023 Expressed in Canadian Dollars

3. SIGNIFICANT ACCOUNTING POLICIES (continued)

Financial instruments (continued)

Impairment

An 'expected credit loss' impairment model applies which requires a loss allowance to be recognized based on expected credit losses. The estimated present value of future cash flows associated with the asset is determined and an impairment loss is recognized for the difference between this amount and the carrying amount as follows: the carrying amount of the asset is reduced to estimated present value of the future cash flows associated with the asset, discounted at the financial asset's original effective interest rate, either directly or through the use of an allowance account and the resulting loss is recognized in profit or loss for the period.

In a subsequent period, if the amount of the impairment loss related to financial assets measured at amortized cost decreases, the previously recognized impairment loss is reversed through profit or loss to the extent that the carrying amount of the investment at the date the impairment is reversed does not exceed what the amortized cost would have been had the impairment not been recognized.

Financial liabilities

Financial liabilities are designated as either: (i) fair value through profit or loss; or (ii) 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. Accounts payable are classified under financial liabilities at amortized cost.

As at April 30, 2024, the Company does not have any derivative financial liabilities.

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 country where the Company operates and generates taxable income.

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.

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LEOCOR GOLD INC. NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS For the six months ended April 30, 2024 and 2023 Expressed in Canadian Dollars

3. SIGNIFICANT ACCOUNTING POLICIES (continued)

Income taxes (continued)

Deferred tax

Deferred tax is provided for based on temporary differences at the reporting date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. The carrying amount of deferred 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 tax asset to be utilized.

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

Foreign exchange

The functional currency is the currency of the primary economic environment in which the entity operates. The functional currency for the Company is the Canadian dollar. The functional currency determination was conducted through an analysis of the consideration factors identified in International Accounting Standard ("lAS") 21, The Effects of Changes in Foreign Exchange Rates .

Transactions in currencies other than the Canadian dollar are recorded at exchange rates prevailing on the dates of the transactions. At the end of each reporting period, the monetary assets and liabilities of the Company that are denominated in foreign currencies are translated at the rate of exchange at the statement of financial position date while non-monetary assets and liabilities are translated at historical rates. Revenues and expenses are translated at the exchange rates approximating those in effect on the date of the transactions. Exchange gains and losses arising on translation are reflected in profit or loss for the period.

Valuation of equity units issued in private placements

The Company has adopted a residual value method with respect to the measurement of shares and warrants issued as private placement units. The residual value method first allocates value to the most easily measured component based on fair value and then the residual value, if any, to the less easily measurable component.

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LEOCOR GOLD INC. NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS For the six months ended April 30, 2024 and 2023 Expressed in Canadian Dollars

3. SIGNIFICANT ACCOUNTING POLICIES (continued)

Standards issued but not yet effective

There were no standards issued but not yet effective up to the date of issuance of the Company's financial statements that might significantly impact the Company.

4. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

The Company’s financial instruments consist of cash and accounts payable.

Fair values

Fair value estimates of financial instruments are made at a specific point in time, based on relevant information about financial markets and specific financial instruments and in accordance with the fair value hierarchy has the following levels:

Level 1 - quoted prices (unadjusted) in active markets for identical assets and liabilities;

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

Level 3 - inputs for the asset or liability that are not based on observable market data (unobservable inputs). The fair value of cash is determined using level 1 of the fair value hierarchy. The carrying values of accounts payable approximate their fair values due to the expected maturity of these financial instruments.

Financial instrument risk exposure and risk management

The Board of Directors has overall responsibility for the establishment and oversight of the Company's risk management.

The Company is exposed in varying degrees to a variety of financial instrument related risks. The Board approves and monitors the risk management process.

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LEOCOR GOLD INC. NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS For the six months ended April 30, 2024 and 2023 Expressed in Canadian Dollars

4. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (continued)

Financial instrument risk exposure and risk management (continued)

• (a) Credit risk

Credit risk is the risk of a financial loss to the Company if a counterparty to a financial instrument fails to meet its contractual obligation. The Company's exposure to credit risk includes cash. The Company manages credit risk, in respect of cash, by placing its cash with a major Canadian financial institution in accordance with the Company's investment policy.

Concentration of credit risk exists with respect to the Company's cash as all amounts are held at a single major Canadian financial institution. The Company's concentration of credit risk and maximum exposure thereto is considered minimal.

The maximum exposure to credit risk is equal to the fair value or carrying value of the financial assets.

• (b) Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in obtaining funds to meet its commitments. The Company's ability to continue as a going concern is dependent on management's ability to raise required funding from third parties. The Company manages its liquidity risk by forecasting cash flows from operations and anticipating any investing and financing activities. Management and the Board of Directors are actively involved in the review, planning and approval of significant expenditures and commitments. The Company is exposed to liquidity risk.

• (c) Market risk

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

i. Interest rate risk

Some of the Company’s accounts payable are subject to interest on unpaid balances.

• ii. Foreign currency risk

Foreign currency risk is the risk that the fair value of future cash flow of a financial instrument will fluctuate because of changes in foreign exchange. The Company has minimal exposure to foreign currency transactions during the six months ended April 30, 2024 and 2023.

• iii. Commodity price risk

Commodity price risk is the risk that the fair or future cash flows of a financial instrument will fluctuate because of changes in market prices, other than those arising from interest rate risk or foreign currency risk. The Company actively monitors commodity price changes and stock market prices to determine the appropriate course of action to be taken by the Company.

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LEOCOR GOLD INC. NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS For the six months ended April 30, 2024 and 2023 Expressed in Canadian Dollars

5. EXPLORATION AND EVALUATION ASSETS

During the six months ended April 30, 2024, the Company incurred the following exploration and evaluation costs related to mineral properties:

Balance, October 31, 2023	Baie Verte portfolio	Star Trek Hodge Hill Leamington Robert’s Arm	Joe’s Lake Total
	$ 2,430,959	$ $ $ $ - 39,368 592,230 300,544	$ $ 28,250 3,391,351
Additions: Acquisition: Cash Shares	15,000 16,667	- - - - - - - -	- 15,000 - 16,667
Total additions to acquisition	31,667	- - - -	- 31,667
Exploration: Admin expenses Assays Geological Field expenses Surveying Travel and accommodation	546 - - 80 - -	- 3,292 854 854 - - - - - - - - - 570 905 313 - - - - - - - -	- 5,546 - - - - - 1,868 - - - -
Total additions to exploration	626	- 3,862 1,759 1,167	- 7,414
Total expenses duringtheyear	32,293	- 3,862 1,759 1,167	- 39,081
Balance, April 30, 2024	2,463,252	- 43,230 593,989 301,711	28,250 3,430,432

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LEOCOR GOLD INC. NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS For the six months ended April 30, 2024 and 2023 Expressed in Canadian Dollars

5. EXPLORATION AND EVALUATION ASSETS (continued)

During the year ended October 31, 2023, the Company incurred the following exploration and evaluation costs related to mineral properties:

Balance, October 31, 2022	Baie Verte portfolio	Star Trek Hodge Hill Leamington Robert’s Arm	Joe’s Lake Total
	$ 2,001,992	$ $ $ $ 2,851,083 1,183,862 1,919,968 1,549,994	$ $ 12,750 9,519,649
Additions: Acquisition: Cash Shares	70,000 44,667	75,000 75,000 75,000 75,000 52,000 55,000 55,000 55,000	10,000 380,000 5,500 267,167
Total additions to acquisition	114,667	127,000 130,000 130,000 130,000	15,500 647,167
Exploration: Admin expenses Assays Geological Field expenses Surveying Travel and accommodation	15,942 52,363 63,761 163,106 - 19,128	13,554 5,116 8,017 7,285 4,846 38,994 14,212 5,833 45,121 35,273 42,170 75,950 98,197 178,719 202,134 106,989 5,500 - - 1,189 2,350 4,727 3,998 14,776	- 49,914 - 116,248 - 262,275 - 749,145 - 6,689 - 44,979
Total additions to exploration	314,300	169,568 262,829 270,531 212,022	- 1,229,250
Total expenses duringtheyear	428,967	296,568 392,829 400,531 342,022	15,500 1,876,417
Impairment	-	(3,147,651) (1,537,323) (1,728,269) (1,591,472)	- (8,004,715)
Balance, October 31, 2023	2,430,959	- 39,368 592,230 300,544	28,250 3,391,351

19

LEOCOR GOLD INC. NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS For the six months ended April 30, 2024 and 2023 Expressed in Canadian Dollars

5. EXPLORATION AND EVALUATION ASSETS (continued)

Baie Verte portfolio

The Baie Verte portfolio includes the Dorset, Five Mile Brook, Dorset Extension, and Copper Creek projects.

Dorset Gold Project (part of Baie Verte portfolio)

On April 22, 2020, the Company entered into an options agreement to acquire 100% interest in Dorset Gold Project consisting of two mineral claims located in the Province of Newfoundland and Labrador, Canada. To earn the interest the Company must:

• (a) pay a total of $1,250,000 cash as follows:

• i. $100,000 on the closing date (paid);

• ii. $50,000 on or before April 22, 2021 (paid);

• iii. $100,000 on or before April 22, 2022 (amended - see below);

• iv. $400,000 on or before April 22, 2023 (amended - see below); and

• v. $600,000 on or before April 22, 2024 (amended - see below).

• (b) incur exploration expenditures of no less than $1,500,000 as follows: i. $150,000 on or before April 22, 2022 (incurred);

• ii. $200,000 on or before April 22, 2023 (incurred);

• iii. $400,000 on or before April 22, 2024; and iv. $750,000 on or before April 22, 2025.

The property is subject to a 2% Net Smelter Returns Royalty (“NSR”).

On February 8, 2022, the Company agreed to amend the terms by which the Company can acquire the Dorset gold project located in the province of Newfoundland.

The amended agreement replaces the existing property option agreement, dated April 22, 2020.

Under the terms of the amended agreement, the Company will continue to hold a right to acquire up to a 100% interest in the project. Considerations for the acquisition are as below:

• (a) pay a total of $1,250,000 cash as follows:

• i. $100,000 on the closing date (paid);

• ii. $50,000 on or before the date which is 12 months from the Closing Date, i.e., February 10, 2023 (paid);

• iii. $200,000 on or before February 28, 2022 (paid); and

• iv. $200,000 on or before February 28, 2023 (paid – see below).

On October 25, 2022, the amended agreement was amended with respect to the fourth payment in the amount of $200,000 that was due on or before February 28, 2023. Under the amended agreement dated October 25, 2022, the Company agreed to pay $180,000 in full and as final cash consideration on or before October 31, 2022 (paid).

20

LEOCOR GOLD INC. NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS For the six months ended April 30, 2024 and 2023 Expressed in Canadian Dollars

5. EXPLORATION AND EVALUATION ASSETS (continued)

Dorset Gold Project (part of Baie Verte portfolio) (continued)

• (b) by issuing to the Optionor 1,000,000 shares, as follows:

• i. 333,333 shares on or before February 28, 2022 (issued) (Note 7);

• ii. 333,333 shares on or before February 28, 2023 (issued) (Note 7); and

• iii. 333,334 shares on or before February 28, 2024 (issued) (Note 7).

Five Mile Brook and Copper Creek Project (part of Baie Verte portfolio)

On August 11, 2020 (amended on January 20, 2021) the Company entered into an options agreement to acquire 100% interest in Copper Creek Project and Five Mile Brook, consisting of fifty-five claims located in the Province of Newfoundland and Labrador, Canada. To earn the interest the Company must:

• (a) pay a total cash of $250,000 and issue 600,000 shares as follows:

• i. $25,000 (paid) and issue 50,000 shares (issued) on August 11, 2020;

• ii. $25,000 (paid) and issue 100,000 shares (issued) on or before August 11, 2021;

• iii. $40,000 (paid) and issue 100,000 shares (issued) on or before August 11, 2022;

• iv. $60,000 (paid) and issue 100,000 shares (issued) on or before August 11, 2023 (Note 7); and

• v. $100,000 and issue 250,000 shares on or before August 11, 2024.

• (b) incur exploration expenditures of no less than $1,650,000 as follows:

• i. $15,000 on or before December 31, 2020 (incurred);

• ii. $135,000 on or before August 11, 2021 (incurred);

• iii. $350,000 on or before August 11, 2022 (incurred);

• iv. $500,000 on or before August 11, 2023 (incurred); and

• v. $650,000 on or before August 11, 2024.

Upon earning a 100% interest in the property, the Company shall grant the optionor a 2% NSR.

Dorset Extension (part of Baie Verte portfolio)

On January 21, 2021, the Company entered into an options agreement to acquire 100% interest in 13 mineral claims comprising approximately 325 hectares located in Newfoundland and Labrador. To earn the interest the Company must:

• (a) pay a total cash of $45,000 as follows:

• i. $10,000 on January 21, 2021 (paid);

• ii. $10,000 on or before January 21, 2022 (paid);

• iii. $10,000 on or before January 21, 2023 (paid); and

• iv. $15,000 on or before January 21, 2024 (paid).

Upon earning a 100% interest in the property, the Company shall grant the optionor a 2% NSR. The Company has the right to purchase 1% NSR for $1,000,000 at any time.

21

LEOCOR GOLD INC. NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS For the six months ended April 30, 2024 and 2023 Expressed in Canadian Dollars

5. EXPLORATION AND EVALUATION ASSETS (continued)

Star Trek Property - terminated

On December 19, 2020, the Company entered into an assignment agreement with and between Hare Bay Resources Corp. and White Metal Resources Corp. (“WHM”) to acquire a 70% interest in the property commonly known as the Star Trek Property located about 20 kms east of Gander, Central Newfoundland.

In order to exercise the option, the Company must:

• (a) make $125,000 in cash payments to WHM over two years, as follows:

• i. $50,000 on or before October 5, 2021 (paid); and

• ii. an additional $75,000 on or before October 5, 2022 (paid).

• (b) issue 866,666 Company Shares to White Metal over two years, as follows:

• i. 133,333 within 5 days after closing of the Transaction (issued);

• ii. an additional 300,000 on or before October 5, 2021 (issued); and

• iii. an additional 433,333 on or before October 5, 2022 (issued) (Note 7).

• (c) incur exploration expenditures of at least $900,000 over three years, as follows:

• i. $150,000 on or before October 5, 2021 (incurred);

• ii. an additional $250,000 on or before October 5, 2022 (incurred); and

• iii. an additional $500,000 on or before October 5, 2023.

The property is subject to underlying 2% NSR granted by Sokoman Minerals Corp. (“Sokoman”) in favour of the initial vendor, one half of which (1%) may be purchased by Sokoman for a payment to the initial vendor of $1,000,000 cash. The 1% NSR in favour of Sokoman may be purchase by WHM as follows: 0.5% NSR for a payment of $500,000 cash to Sokoman, and 0.5% NSR for a payment of $175,000 cash and the issuance to Sokoman of that number of shares equaling $250,000 based on the volume weighted average price of the previous five trading days.

The Company terminated the option agreement with WHM and recorded an impairment loss of $3,147,651 for the year ended October 31, 2023.

Hodge’s Hill Project

On March 23, 2021 the Company entered into an option agreement to acquire 100% interest in Hodge’s Hill Project. To earn the interest the Company must

• (a) pay a total cash of $502,000 and issue 3,000,000 shares as follows:

• i. $102,000 (paid) and issue 500,000 shares (issued) on or before March 28, 2021;

• ii. issue 500,000 shares (issued) on or before March 23, 2022 (Note 7); iii. $75,000 (paid) and issue 500,000 (issued) shares on or before March 23, 2023 (Note 7);

• iv. $75,000 and issue 500,000 shares on or before March 23, 2024;

• v. $100,000 and issue 500,000 shares on or before March 23, 2025; and

• vi. $150,000 and issue 500,000 shares on or before March 23, 2026.

22

LEOCOR GOLD INC. NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS For the six months ended April 30, 2024 and 2023 Expressed in Canadian Dollars

5. EXPLORATION AND EVALUATION ASSETS (continued)

Hodge’s Hill Project (continued)

• (b) incur exploration expenditures of no less than $2,725,000 as follows:

• i. $325,000 on or before November 15, 2021 (incurred);

• ii. $400,000 on or before November 15, 2022 (incurred);

• iii. $500,000 on or before November 15, 2023 (not yet incurred, extended);

• iv. $750,000 on or before November 15, 2024; and

• v. $750,000 on or before November 15, 2025.

Upon the commencement of commercial production, the Company shall pay to the vendors a 2.5% NSR. The Company is entitled at any time and from time to time to purchase a 1% NSR for $2,500,000.

The Company reduced size of the claim block related to the Hodge’s Hill Project and, as a result, recorded an impairment loss of $1,537,323 for the year ended October 31, 2023 .

Leamington Project

On March 23, 2021 the Company entered into an option agreement to acquire 100% interest in Leamington Project. To earn the interest, the Company must

• (a) pay a total cash of $562,000 and issue 4,000,000 shares as follows:

• i. $162,000 (paid) and issue 1,000,000 shares (issued) on or before March 28, 2021;

• ii. issue 750,000 shares (issued) on or before March 23, 2022 (Note 7);

• iii. $75,000 (paid) and issue 500,000 (issued) shares on or before March 23, 2023 (Note 7);

• iv. $75,000 and issue 500,000 shares on or before March 23, 2024;

• v. $100,000 and issue 500,000 shares on or before March 23, 2025; and

• vi. $150,000 and issue 750,000 shares on or before March 23, 2026.

• (b) incur exploration expenditures of no less than $3,625,000 as follows:

• i. $500,000 on or before November 15, 2021 (incurred);

• ii. $625,000 on or before November 15, 2022 (incurred); iii. $750,000 on or before November 15, 2023 (not yet incurred, extended); iv. $750,000 on or before November 15, 2024; and

• v. $1,000,000 on or before November 15, 2025.

Upon the commencement of commercial production, the Company shall pay to the vendors a 2.5% NSR. The Company is entitled at any time and from time to time to purchase a 1% NSR for $2,500,000.

The Company reduced size of the claim block related to the Leamington Project and, as a result, recorded an impairment loss of $1,728,269 for the year ended October 31, 2023.

23

LEOCOR GOLD INC. NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS For the six months ended April 30, 2024 and 2023 Expressed in Canadian Dollars

5. EXPLORATION AND EVALUATION ASSETS (continued)

Robert’s Arm Project

On March 23, 2021, the Company entered into an option agreement to acquire 100% interest in Robert’s Arm Project. To earn the interest, the Company must

• (a) pay a total cash of $511,000 and issue 4,000,000 shares as follows:

• i. $111,000 (paid) and issue 1,000,000 shares (issued) on or before March 28, 2021;

• ii. issue 750,000 shares (issued) on or before March 23, 2022 (Note 7);

• iii. $75,000 (paid) and issue 500,000 (issued) shares on or before March 23, 2023 (Note 7);

• iv. $75,000 and issue 500,000 shares on or before March 23, 2024;

• v. $100,000 and issue 500,000 shares on or before March 23, 2025; and

• vi. $150,000 and issue 750,000 shares on or before March 23, 2026.

• (b) incur exploration expenditures of no less than $3,000,000 as follows: i. $340,000 on or before November 15, 2021 (incurred);

• ii. $400,000 on or before November 15, 2022 (incurred);

• iii. $510,000 on or before November 15, 2023 (not yet incurred, extended);

• iv. $750,000 on or before November 15, 2024; and

• v. $1,000,000 on or before November 15, 2025.

Upon the commencement of commercial production, the Company shall pay to the vendors a 2.5% NSR. The Company is entitled at any time and from time to time to purchase a 1% NSR for $2,500,000.

The Company reduced the size of the claim block related to the Robert’s Arm Project and, as a result, recorded an impairment loss of $1,591,472 for the year ended October 31, 2023.

Joe’s Lake Project

On September 14, 2022, the Company entered into an option agreement to acquire 100% interest in Joe’s Lake Project. To earn the interest, the Company must

• (a) pay a total cash of $100,000 and issue 655,000 shares as follows:

• i. $7,500 (paid) and issue 30,000 shares (issued) on closing date (Note 7);

• ii. $10,000 (paid) and issue 50,000 (issued) shares on or before September 14, 2023;

• iii. $10,000 and issue 75,000 shares on or before September 14, 2024;

• iv. $15,000 and issue 100,000 shares on or before September 14, 2025;

• v. $25,000 and issue 150,000 shares on or before September 14, 2026; and

• vi. $32,500 and issue 250,000 shares on or before September 14, 2027.

• (b) incur exploration expenditures of no less than $100,000 as follows:

• i. $10,000 on or before September 14, 2023 (not incurred, extended);

• ii. $10,000 on or before September 14, 2024;

• iii. $15,000 on or before September 14, 2025;

• iv. $15,000 on or before September 14, 2026;

• v. $25,000 on or before September 14, 2027; and

• vi. $25,000 on or before September 14, 2028.

Upon the commencement of commercial production, the Company shall pay to the vendors a 2.0% NSR. The Company is entitled at any time and from time to time to purchase a 1% NSR for $1,000,000

24

LEOCOR GOLD INC. NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS For the six months ended April 30, 2024 and 2023 Expressed in Canadian Dollars

6. MARKETABLE SECURITIES

During the six months ended April 30, 2024, the Company completed its strategic investment and received 6,600,000 shares of Intrepid Metals Corp. valued at $3,000,000. Each Unit consists of one common share of Intrepid and one common share purchase warrant (each a " Warrant ") entitling the Company to acquire one additional common share at a price of $0.40 until January 5, 2026. Each Special Warrant entitles the Company to acquire one Unit, for no additional consideration, but subject to an exercise limitation such that the Company may not exercise if it would result in them having beneficial ownership over common shares in excess of 19.9%, for a period of five years.

Prior to completion of the Investment, the Company did not hold any securities of Intrepid. As a result of the closing of the Investment, the Company now holds approximately 19.98% of the issued and outstanding common shares of Intrepid. The Company holds an additional (i) 6,600,000 Warrants that if exercised will result in the issuance of 6,600,000 common shares and (ii) 2,223,529 Special Warrants that if exercised (including the underlying Warrants issued upon exercise of the Special Warrants) will result in the issuance of an additional 4,447,058 common shares of Intrepid.

At April 30, 2024, the 6,600,000 shares had a fair value of $3,828,000 resulting in an unrealized loss of $828,000 for the period.

7. SHARE CAPITAL AND SHARE-BASED PAYMENT RESERVE

Share Capital

• (a) Authorized:

The Company is authorized to issue an unlimited number of common shares without par value.

• (b) Issued and Outstanding Shares

As at April 30, 2024, 97,757,402 common shares were issued and outstanding.

On April 19, 2024, the Company closed its non-brokered private placement and has issued 38,300,000 shares at a price of $0.05 per unit for gross proceeds of $1,915,000.

On February 27, 2024, 333,334 common shares valued at $16,667 were issued as a payment for Dorset Gold Project (part of Baie Verte portfolio) (Note 5).

On August 11, 2023, 100,000 common shares valued at $8,000 were issued as a payment for Copper Creek Project (part of Baie Verte portfolio) (Note 5).

On May 15, 2023, 50,000 common shares valued at $5,500 were issued a payment for Joe’s Lake Project (Note 5).

On March 24, 2023, 500,000 common shares valued at $75,000 were issued for each of the Hodge Hill, Leamington, and Robert's Arm properties, respectively, as payments (Note 5).

On February 27, 2023, 333,333 common shares valued at $36,667 were issued as a payment for Dorset Property (Note 5).

25

LEOCOR GOLD INC. NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS For the six months ended April 30, 2024 and 2023 Expressed in Canadian Dollars

7. SHARE CAPITAL AND SHARE-BASED PAYMENT RESERVE (continued)

Share Capital (continued)

• (b) Issued and Outstanding Shares (continued)

On December 13, 2022, 433,000 common shares valued at $52,000 were issued as a payment for Star Trek Property (Note 5)

Warrants

In connection with the private placement held on April 19, 2024, the Company issued 20,018,000 warrants including 868,000 finders’ warrants, entitling the holder thereof to purchase one additional common share at a price of $0.10 until April 19, 2027. Under the residual method, the 19,150,000 warrants issued attached to the private placement units was valued at $nil. The fair value of 868,000 finders’ warrants of $50,422 was calculated using Black-Scholes Option Pricing Model with the following assumptions: stock price – $0.105; exercise price – $0.075; expected life – three years; volatility – 145.23%; dividend yield – $nil; and risk-free rate – 4.35%.

A summary of changes in warrants during the six months ended April 30, 2024 and the year ended October 31, 2023:

	Number of warrants
	outstanding	Exerciseprice
		$
Balance, October 31, 2022	27,918,597	0.70
Granted	20,018,000	0.10
Expired	(22,340,697)	0.75
Balance, October 31, 2023
and April 30, 2024	25,595,900	0.19

A summary of warrants outstanding at April 30, 2024:

			Remaining Life
Grant Date	Expiry Date	Outstanding	(years)	Exerciseprice
				$
August 7, 2020	August 7, 2024	5,577,900	0.27	0.50
April 19,2024	April 19,2027	20,018,000	2.97	0.10
Outstanding, April 30, 2024		25,595,900	2.38	0.19

26

LEOCOR GOLD INC. NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS For the six months ended April 30, 2024 and 2023 Expressed in Canadian Dollars

7. SHARE CAPITAL AND SHARE-BASED PAYMENT RESERVE (continued)

Stock options

There were no additional options granted or expired during the six months ended April 30, 2024.

The weighted average remaining life of the stock options outstanding as at April 30, 2024 is 1.99 years.

As of April 30, 2024 and October 31, 2023, the Company had 1,150,000 options outstanding.

A summary of options outstanding and exercisable at April 30, 2024:

				Remaining	Exercise
Grant Date	Expiry Date	Outstanding	Exercisable	Life(years)	price
						$
July 23, 2020	July 23, 2025	550,000	550,000	1.23	0.80
July13,2021	July13,2026	600,000	600,000	2.20	0.90
Balance, April	30, 2024	1,150,000	1,150,000	1.74	0.85

8. KEY MANAGEMENT COMPENSATION AND RELATED PARTY BALANCES AND TRANSACTIONS

Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Related parties may be individuals or corporate entities. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties.

Key management includes directors and key officers of the Company, including the President, Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”). Amounts paid and accrued to key management are included in general expenses as follows:

	April 30, 2024	April 30, 2023
	$	$
Consultingfees and management fees	64,615	50,000
Total key management compensation	64,615	50,000

There were no payables to related parties as at April 30, 2024 and October 31, 2023.

27

LEOCOR GOLD INC. NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS For the six months ended April 30, 2024 and 2023 Expressed in Canadian Dollars

9. CAPITAL MANAGEMENT

The Company manages its capital structure and makes adjustments to it, based on the funds available to the Company, in order to support the acquisition, and exploration of its mineral properties. The Board of Directors does not establish quantitative return on capital criteria for management, but rather relies on the expertise of the Company's management to sustain future development of the business.

The properties in which the Company currently has an interest are in the exploration stage; as such the Company is dependent on external financing to fund its activities. In order to carry out the planned exploration and pay for administrative costs, the Company will spend its existing working capital and raise additional amounts as needed. The Company will continue to assess new properties and seek to acquire an interest in additional properties if it feels there is sufficient geologic or economic potential and if it has adequate financial resources to do so.

Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable.

There were no changes in the Company's approach to capital management during the six months ended April 30, 2024. The Company is not subject to externally imposed capital requirements.

10. COMMITMENTS

The Company is committed to certain cash payments, common share issuances and exploration expenditures as described in Note 5.

28