Lipari Mining Ltd. — Interim / Quarterly Report 2021

May 10, 2021

GOLDEN SHARE RESOURCES CORPORATION

Interim Condensed Financial Report (Unaudited)

Periods of three-month period ended March 31, 2021 and 2020 (Expressed in Canadian dollars)

GOLDEN SHARE RESOURCES CORPORATION

FINANCIAL REPORT

NOTICE TO READER	3
FINANCIAL STATEMENTS
Interim condensed statement of financial position	4
Interim condensed statement of Income and comprehensive Income	5
Interim condensed statement of changes in equity (deficit)	6
Interim condensed statement of cash flows	7
Notes to interim condensed financial statements	8-18

Notice to Reader Opinion

The accompanying unaudited interim condensed financial statements of GOLDEN SHARE RESOURCES CORPORATION (the "Company") for the periods of three-month ended on March 31, 2021 and 2020 have been prepared by management and are its responsibility. These unaudited interim condensed financial statements, together with the accompanying notes, have been reviewed and approved by the members of the Company's audit committee. These unaudited interim condensed financial statements have not been reviewed by the Company's auditors.

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GOLDEN SHARE RESOURCES CORPORATION

INTERIM CONDENSED STATEMENTS OF FINANCIAL POSITION	INTERIM CONDENSED STATEMENTS OF FINANCIAL POSITION
As of March 31, 2021 and 2020 (in Canadian dollars)
Notes March 31 2021 December 31 2020
ASSETS Current assets Cash HST receivable Other financial assets 8 Total current assets Total assets LIABILITIES Current liabilities Accounts payable and accrued liabilities 4 Loans payable 5 Total current liabilities Non-current liabilities Long term debt 6 Total non-current liabilities Total liabilities DEFICIT Share capital 7 Contributed surplus Deficit Total deficit Total liabilities and deficit	$ $ 7,822 11,844 23,548 6,107 400,000 400,000
	431,370 417,951
	431,370 417,951
	127,880 226,540 146,752 219,733
	274,632 446,273 34,028 33,027
	34,028 33,027
	308,660 479,300 18,222,416 18,096,471 3,337,881 3,335,527 (21,437,587) (21,493,347)
	122,710 (61,349)
	431,370 417,951

The accompanying notes are an integral part of the interim condensed financial statements. Approved on behalf the Board

“Wes Robert” Director “Nick Zeng ” Director

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GOLDEN SHARE RESOURCES CORPORATION

INTERIM CONDENSED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

Periods of three-month ended on March 31, 2021 and 2020	(in Canadian dollars)
Notes	March 31, 2021 March 31, 2020
Gain on disposal of exploration assets 8 Exploration and evaluation expenditures 8 Administrative expenses 9 Financial expenses 5 Income (loss) before income taxes Net income (loss) Net income (loss) and other comprehensive income (loss) Basic and diluted net earnings (loss) per share Weighted average number of common shares outstanding	$ $ 300,000 - (136,771) (4,644) (101,061) (78,586) (6,408) (10,645) 55,760 (93,875) 55,760 (93,875) 55,760 (93,875) 0.001 (0.002) 39,718,567 38,621,345

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

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GOLDEN SHARE RESOURCES CORPORATION

INTERIM CONDENSED STATEMENTS OF CHANGES IN EQUITY (DEFICIT)	INTERIM CONDENSED STATEMENTS OF CHANGES IN EQUITY (DEFICIT)	INTERIM CONDENSED STATEMENTS OF CHANGES IN EQUITY (DEFICIT)
Periods of three-month ended on March 31, 2021 and	2020			(in Canadian dollars)
Notes	Share Capital		Contributed surplus	Deficit Total
Balance on January 1st, 2020 Net income Balance on March 31, 2020 Balance on January 1st, 2021 Shares issued for options exercised 10 Share-based payments 10 Transactions with owners Net income Balance on March 31, 2021	Number 38,621,345 - 38,621,345 39,516,345 350,000 - 350,000 - 39,866,345	$ 17,927,006 - 17,927,006 18,096,471 125,945 - 125,945 - 18,222,416	$ 3,246,554 - 3,246,554 3,335,527 (33,944) 36,298 2,354 - 3,337,881	$ $ (22,037,072) (863,512) (93,875) (93,875) (22,130,948) (957,387) (21,493,347) (61,349) - 92,001 - 36,298 - 128,299 55,760 55,760 (21,437,587) 122,710

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

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GOLDEN SHARE RESOURCES CORPORATION

INTERIM CONDENSED STATEMENTS OF CASH FLOWS

Periods of three-month ended on March 31, 2021 and 2020	(in Canadian dollars)
Notes	March 31, 2021 March 31, 2020
OPERATING ACTIVITIES Net income (loss) Items not affecting cash Gain on disposal of exploration assets 8 Loss on currency exchange 5 Accrued Interst 5 Accretion expense 6 Share-based payments 10 Accounts and other receivable Prepaid expenses Trade and accrued liabilities Cash used in operating activities INVESTING ACTIVITIES Proceed from disposal of mining rights 8 Cash flows from investing activities FINANCING ACTIVITIES Repayment of loans 5 Proceeds from exercise of options 10 Cash flows from financing activities Net change in cash Cash, beginning of year Cash, end of year	$ $ 55,760 (93,875) (300,000) - 1,096 23,633 5,048 10,489 1,001 - 36,298 -
	(200,797) (59,753) (17,441) (2,968) - 78,412 (98,660) (14,794) (316,898) 897 300,000 - 300,000 - (79,124) - 92,000 - 12,876 - (4,022) 897 11,844 433 7,822 1,330

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

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GOLDEN SHARE RESOURCES CORPORATION

NOTES TO INTERIM CONDENSED FINANCIAL STATEMENTS

As of March 31, 2021 and 2020 (in Canadian dollars)

NOTE 1. STATUTES OF INCORPORATION AND NATURE OF ACTIVITIES

Golden Share Resources Corporation (hereinafter "Golden Share" or the "Company") is a mineral exploration company focused in the province of Ontario, Canada, a mineral rich and politically stable jurisdiction. Golden Share is incorporated under the Canada Business Corporations Act. The Company is located at 7-145 Riviera Drive, Markham, Ontario, L3R 5J6.The Company is listed on the TSX Venture Exchange (“TSXV”) under the trading symbol “GSH”.

The unaudited interim condensed financial statements were prepared in accordance with International Financial Reporting Standards ("IFRS"), as issued by the International Accounting Standard Board (“IASB”), and the IFRS Interpretations Committee (formerly “IFRIC”). They were also prepared in accordance with International Accounting Standard 34, Interim Financial Reporting ("IAS 34). These accounting policies are based on the IFRS standards and IFRIC interpretations that are expected to be applicable as of December 31, 2020.

The policies used for preparation of these unaudited interim condensed financial statements were the same accounting policies and methods of application as the audited consolidated financial statements of the Company for the year ended December 31, 2020 and were consistently applied to all the periods presented unless otherwise noted below. They do not include all of the information and disclosures required for annual financial statements. For further information, see the Company’s audited consolidated financial statements for the year ended December 31, 2020.

The unaudited interim condensed financial statements have been presented in Canadian dollars. These financial statements have been prepared by management, approved and authorized for issue by the Board of Directors on May 10, 2021 in preparation of their filing.

NOTE 2. GOING CONCERN ASSUMPTION

These unaudited interim condensed financial statements have been prepared on the basis of the going concern assumption, meaning the Company will be able to realize its assets and discharge its liabilities in the normal course of operations. The carrying amounts of assets, liabilities, revenues and expenses presented in the unaudited interim condensed financial statements and the classification used in the unaudited interim condensed statement of financial position have not been adjusted as would be required if the going concern assumption was not appropriate. Those adjustments could be material.

Given that the Company has not yet determined whether its mineral properties contain mineral deposits that are economically recoverable, the Company has not yet generated income nor cash flows from its operations. As at March 31, 2021, the Company has a accumulated deficit of $21,437,587 (accumulated deficit of $21,493,347 as at December 31, 2020) and working capital of $122,710 (working capital deficit of $61,349 as at December 31, 2020) which will not be sufficient to support the Company's needs for cash during the coming year. The Company will require additional funding to be able to advance and retain mining rights interest and to meet ongoing requirements for general operations. These material uncertainties cast significant doubt regarding the Company’s ability to continue as a going concern.

In March 2020, the World Health Organization declared coronavirus COVID-19 a global pandemic. This contagious disease outbreak, which has continued to spread, and any related adverse public health developments, has adversely affected workforces, economies, and financial markets globally, potentially leading to an economic downturn. It is not possible for the Company to predict the duration or magnitude of the adverse results of the outbreak and its effects on the Company’s operation or ability to finance its operations.

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GOLDEN SHARE RESOURCES CORPORATION

NOTES TO INTERIM CONDENSED FINANCIAL STATEMENTS

As of March 31, 2021 and 2020 (in Canadian dollars)

NOTE 2. GOING CONCERN ASSUMPTION (CONTINUED)

Following these events, the Company has taken and will continue to take action to minimize the impact. With the continued support from its shareholders, suppliers and creditors, the Company believes its ability to raise additional fund to further explore its mineral properties Even there is no assurance that it will manage to obtain additional financing in the future.

NOTE 3. SUMMARY OF ACCOUNTING POLICIES

New Standards adopted as at January 1, 2019

International Financial Reporting Standards 16, Leases (“IFRS 16”)

The Company adopted IFRS 16, Leases, on January 1, 2019. In accordance with the transition guidance of IFRS 16, the new requirements have been applied retroactively with the cumulative effect of initial application recognized as of January 1, 2019. The Company has applied IFRS 16 using the modified retrospective approach, under which the Company will not restate its comparative figures but will recognize the cumulative effect of adopting IFRS 16 as an adjustment to opening retained earnings.

On adoption of IFRS 16, the Company applied the standard to leases that had previously been classified as "operating leases" in accordance with the principles of IAS 17, leases. The consolidated financial statements were not impacted because the Company's lease is less than 12 months. For the initial application of IFRS 16, the Company used the following practical expedients permitted by the standard:

• Recognition of operating leases with a remaining lease term of less than 12 months as at January 1, 2019 as short-term leases;

• Exclusion of initial direct costs to measure right-of-use assets;

• Use of hindsight to determine the lease term of a lease with renewal options.

Basis of preparation and evaluation of unaudited interim condensed financial statements

The unaudited interim condensed financial statements are prepared using the significant accounting policies described in the present note. These methods have been applied consistently to all periods presented in these unaudited interim condensed financial statements. These unaudited interim condensed financial statements have been prepared on a historical cost basis. In addition, these unaudited interim condensed financial statements have been prepared using the accrual basis of accounting, except for cash flow information.

Functional and presentation currency

The unaudited interim condensed financial statements are presented in Canadian dollars, which is also the functional currency of the Company.

New standards not yet adopted and interpretations issued but not yet effective

IFRS 10 Consolidated Financial Statements ("IFRS 10"). IFRS 10 and IAS 28 – Investments in Associates and Joint Ventures (“IAS 28”) were amended in September 2014 to address a conflict between the requirements of IAS 28 and IFRS 10 and clarify that in a transaction involving an associate or joint venture, the extent of gain or loss recognition depends on whether the assets sold or contributed constitute a business. The effective date of these amendments is yet to be determined; however early adoption is permitted.

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GOLDEN SHARE RESOURCES CORPORATION

NOTES TO INTERIM CONDENSED FINANCIAL STATEMENTS

As of March 31, 2021 and 2020 (in Canadian dollars)

NOTE 4. TRADE AND ACCRUED LIABILITIES

NOTE 4. TRADE AND ACCRUED LIABILITIES
	March 31,		March 31,
	2021		2020
		$		$
Accounts payables and accrued liabilities	35,463		284,440
Accountspayables to keymanagementpersonnel	92,417		322,243
Total	127,880		606,683

NOTE 5. LOANS PAYABLE

	CAD Loans	USD Loans	Total
Balance December 31, 2019	70,000	256,001	326,001
Accrued interest	2,100	8,389	10,489
Foreign exchange adjustments	-	23,634	23,634
Balance March 31,2020	72,100	288,024	360,124
Balance December 31, 2020	150,000	54,878	204,878
Unpaid interest	14,217	638	14,855
Repayment of loan	(21,853)	(57,259)	(79,112)
Accrued interest	4,388	647	5,035
Foreign exchange adjustments	-	1,096	1,096
Balance March 31,2021	146,752	-	146,752

On January 1, 2020, the Company renewed a loan of $70,000 with interest at a rate of 12% per annum and maturity date of December 31, 2020. During the three-month period ended March 31, 2020, the Company accrued interest of $2,100 for the loan. During the three-month period ended March 31, 2021, the Company converted the unpaid interest of $8,400 to the principal and renewed the loan of $78,400 bearing interest at a rate of 12% per annum and maturity date of June 30, 2021. During the three-month period ended March 31, 2021, the Company accrued $2,352 interest for the loan.

During the year ended December 31, 2020, the Company entered into various agreements for up to 18 months of unsecured loans totaling $80,000 bearing interest at a rate of 12% per annum and due on November 30, 2021. During the three-month period ended March 31, 2021, the Company accrued interest of $2,036 for the loans (Nil in the same period in 2020) and recorded as financial expenses. In February 2021, the Company paid $21,853 for part the loans, including $20,000 principal and $1,853 interest.

During the year ended December 31, 2019, the Company obtained a loan of $233,784 (US$180,000) from Harmony Energy Storage Corporation, a company with common officers, bearing interest at a rate of 12% per annum and due on demand. The Company accrued $22,217 interest on the loan in the year of 2019. During the three-month period ended March 31, 2021, the Company accrued interest of $647(US$497) (2020 - $8,389 (US$5,319)) which was recorded as financial expenses. During the three-month period ended March 31, 2021, the Company paid off the loan and interest of $57,259 (US$44,025) in total.

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GOLDEN SHARE RESOURCES CORPORATION

NOTES TO INTERIM CONDENSED FINANCIAL STATEMENTS

As of March 31, 2021 and 2020 (in Canadian dollars)

NOTE 6. LONG TERM DEBT

In April 2020, the Company was approved and received a $40,000 term loan with RBC Bank under the Canada Emergency Business Account (‘’CEBA Loan’’) program funded by the Government of Canada. The CEBA Loan is a program legislated by the Government of Canada, administered by Export Development Canada (EDC) and delivered through financial institutions with the intent of helping businesses pay their non-deferrable expenses during this challenging period due to Covid-19.

In December 2020, the Canadian Federal Government amended the CEBA Loan program to increase the loan amount to $60,000 and the Company increased its borrowings accordingly. The Company has recorded the fair value of $31,342 at inception by using an effective interest rate of 12.68%. The difference of $28,658 between the fair value and the total amount of CEBA Loan received has been recorded as a gain on government grant and $1,685 of accretion expense related to the CEBA Loan was recorded in financial expenses in the consolidated statements of comprehensive income for the year ended on December 31, 2020. During the three-month period ended March 31, 2021, the Company recorded $1,001 accretion expense as financial expense, while there is nil accretion expense was record at the comparable period in 2020.

Additionally, effective January 1, 2021, the outstanding balance of the CEBA Term Loan was automatically converted to a 2-year interest free term loan. The CEBA Term Loan may be repaid at any time without notice or the payment of any penalty. If 75% of the CEBA Term Loan is repaid on or before December 31, 2022, the repayment of the remaining 25% shall be forgiven. If on December 31, 2022, the Company exercises the option for an additional 3-year term extension, a 5% annual interest will be applied on any balance remaining during the extension period.

NOTE 7. SHARE CAPITAL

Share capital

The Company is authorized to issue an unlimited number of common shares.

Transactions on share capital	Number	Issued Price Amount
Balance January 1, 2020 Balance March 31,2020	38,621,345 38,621,345	0.464 17,927,006 0.464 17,927,006
Balance January 1, 2021 Share issued for stock options exercised(i) Balance March 31, 2021	39,516,345 350,000	0.458 18,096,471 0.360 125,945
	39,866,345	0.457 18,222,416

(i) In February 2021, the Company received cash of $92,000 for the 350,000 share options exercised.

Warrants

There were no warrants issued and outstanding since July 2019.

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GOLDEN SHARE RESOURCES CORPORATION

NOTES TO INTERIM CONDENSED FINANCIAL STATEMENTS

As of March 31, 2021 and 2020 (in Canadian dollars)

NOTE 8. EXPLORATION AND EVALUATION EXPENDITURES Below is a summary of the Company's exploration and evaluation expenditures incurred by property.

	March 31, 2021	March 31, 2020
	(3 months)	(3 months)
Acquisition costs
Sandridge	3,050	-
Total acquisition costs	3,050	-
Exploration expenditures
Ogoki and Kagiami	931	1,090
Band-Ore	5,893	3,554
Petawanga	450	-
Ratte Lake	388	-
Sanbridge	125,982	-
Basking	78	-
Total of exploration expenditures	133,721	4,644

Band-Ore Project

The Band-Ore Project is 100% owned by the Company, located approximately 65 km west of Thunder Bay, Ontario. The project is comprised of 109 MLAS cell claims, 16 patented claims and 1 Mining lease claim.

To acquire 100% interest of Band‐Ore, the Company paid $36,000 in cash and issued 1,492,666 common shares. The project is subject to a 1% NSR royalty except for 7 MLAS cell claims (#180514, 252727, 252728, 271780, 329655, 341514, 341515) with 1.5% NSR royalty.

Ogoki Project and Kagiami Project

The Ogoki Project and Kagiami Project, are both 100% owned by the Company, located in the James Bay Lowlands of Ontario. The Ogoki Project is comprised of ten non-contiguous claim blocks with 30 MLAS mining claims (195 MLAS cells) and the Kagiami Project is comprised of five small non-contiguous blocks comprising 87 MLAS mining claims.

Golden Share has granted Keystone Associates Inc. (“Keystone”) a 1-per-cent (1%) net sales return royalty and net smelter return royalty (together, the “Royalty”) for all diamonds and other precious stones, as well as for precious and base metals, for both the Ogoki and Kagiami projects except for the 2 claims of Ogoki project (claim# 516349 and #516392). Keystone is owned by the CEO of the Golden Share.

In 2019, the Company signed an agreement with Marten Falls First Nation ("MFFN") with mutually agreed compensation at a rate of 2% of exploration expenses incurred in the traditional territory of MFFN.

Petawanga Project

The Petawanga project is located approximately 30 kilometres southwest of the community of Embametoong First Nation in Northern Ontario. The project is made up of one contiguous claim block totalling 270 MLAS cell claims.

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GOLDEN SHARE RESOURCES CORPORATION

NOTES TO INTERIM CONDENSED FINANCIAL STATEMENTS

As of March 31, 2021 and 2020 (in Canadian dollars)

NOTE 8. EXPLORATION AND EVALUATION EXPENDITURES (CONTINUED)

Berens River Project

The Berens River Project is located 200 km north of the Town of Red Lake, Ontario, totaling 109 MLAS cell claims. To acquire 100% interest, the Company paid $518,750 ($493,750 in cash and 42,327 common chares valued at $25,000) and issued 1,016,666 commons shares.

In 2020, the Company entered into a Definitive Asset Purchase Agreement with Midex Resources Ltd. (“Midex”) to sell the Berens River Project for a $500,000 cash payment and 4 million common shares of Midex. The Company estimated the fair value of 4 million of Midex’s common shares to $400,000 according to Midex recent private placement issuance of common shares. The Company received the cash payment and expects to receive 2 million shares on August 25, 2021 and on August 25, 2022. This transaction resulted $900,000 of gain on disposal of exploration assets for the year ended on December 31, 2020.

Upon the notice from Midex, when the measured and indicated resources representing a metal content of 250,000 or 500,000 ounces of gold or more are defined and validated by a 43-101 compliant report, or a total of 250,000 or 500,000 ounces of gold are produced from the 73 MLAS cell claims, the Company will issue an additional 33,333 or 66,666 common shares to the original vendor, respectively.

Ratte Lake Project

The Ratte Lake Project is located northwest of Lake Nipigon, approximately 35 km northeast of Armstrong. Armstrong is 250 km north of Thunder Bay at the end of Highway 527. The project is comprised of 15 contiguous MLAS cell mining claims.

Sandridge Project

The Sandridge Project is 100% owned by the Company, located approximately 150 km east of Thunder Bay, Ontario. The project is comprised of 79 contiguous MLAS cell claims.

During the three-month period ended March 31, 2021, the Company completed its drilling program at Sandridge.

Basking Project

The Basking Project is located approximately 100 kilometres north-northwest of the "Ring of Fire area" in Northern Ontario. The project is made up of four small non-contiguous claim blocks totalling 34 MLAS cell claims.

In February 2021, the Company entered into a binding Agreement with an arm-length third party to sell its whole interests at the Basking Project for cash consideration of $300,000. This transaction resulted in a $300,000 gain on disposal of exploration assets for the three-month period ended March 31, 2021.

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GOLDEN SHARE RESOURCES CORPORATION

NOTES TO INTERIM CONDENSED FINANCIAL STATEMENTS

As of March 31, 2021 and 2020 (in Canadian dollars)

NOTE 9. ADMINISTRATIVE EXPENSES BY NATURE

	March 31, 2021	March 31, 2020
	(3 months)	(3 months)
Salaries and benefits expense	13,854	12,512
Management fees	18,000	18,000
Professional services	1,000	4,284
Investor-related services	16,582	779
Transfer agent fees	1,245	3,900
Regulatory fees	12,350	5,200
Office and general	635	9,410
Travel, accomodation and meals	-	868
Share-based compensation	36,298	-
Losses from exchange differences	1,096	23,633
Total	101,061	78,586

NOTE 10. EMPLOYEE REMUNERATION

Share option plan

The Company has adopted a share-based compensation plan under which members of the Board of Directors may award options for common shares to directors, officers, employees and consultants to provide incentives. The maximum number of common shares issuable pursuant to the share option plan must not exceed 10% of the total number of common shares issued and outstanding.

The exercise price of each option is determined by the Board of Directors and cannot be less than the discounted market price of the common shares on the eve of the award and the term of the options cannot be more than ten years.

All share-based payments will be settled in equity. The Company has no legal or constructive obligation to repurchase or settle the options. Option pricing models require the input of highly subjective assumptions. Changes in subjective input assumptions can materially affect the fair value estimate.

The Company's share options are as follows for the three-month period ended March 31, 202 and 2020:

	Number of share	Weighted average
	options	exerciseprice
Balance, December 31, 2019	3,720,000	0.24
Balance,March 31,2020	3,720,000	0.24
Balance, December 31, 2020	3,645,000	0.24
Granted	400,000	0.20
Exercised	(350,000)	0.26
Balance,March 31,2021	3,695,000	0.23

On January 18, 2021, the Company granted 150,000 share options to consultants, to acquire up to 150,000 common shares of the Company at a price of $0.20 per share. These share options vested immediately and are valid for 3 years. The fair value of the options was estimated as $0.06 per share by using the Black-Scholes model and assumptions at grant date.

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GOLDEN SHARE RESOURCES CORPORATION

NOTES TO INTERIM CONDENSED FINANCIAL STATEMENTS

As of March 31, 2021 and 2020 (in Canadian dollars)

NOTE 10. EMPLOYEE REMUNERATION (CONTINUED)

On August 10, 2020, the Company granted 175,000 share options to directors, officers and employees, to acquire up to 175,000 common shares of the Company at a price of $0.20 per share. These share options vested immediately and are valid for 5 years. The fair value of the options was estimated as $0.14 per share by using the Black-Scholes model and assumptions at grant date.

On August 10, 2020, the Company granted 325,000 share options to consultants, to acquire up to 325,000 common shares of the Company at a price of $0.20 per share. These share options vested immediately and are valid for 3 years. The fair value of the options was estimated as $0.12 per share by using the Black-Scholes model and assumptions at grant date.

On March 1, 2021, the Company granted 250,000 share options to one director and consultants to acquire up to 250,000 common shares of the Company at a price of $0.20 per share. 150,000 and 100,000 share options vested immediately and are valid for 3 years and 5 years, respectively. The fair value of $0.10 and $0.117 per share option by using the Black-Scholes model and assumptions at grant date was used by the Company to record this transaction.

During the three-month period ended March 31, 2021, 350,000 (2020 – Nil) share options were exercised at $0.26 per share, the weight average stock price was $0.10 when the options were exercised in 2021.

The fair value per share option granted during the three-month period ended March 31, 2021 and 2020 were determined using the Black-Scholes option pricing model and based on the following weighted average assumptions:

	March 31,	March 31,
	2021	2020
Weighted average price at the grant date	0.14	-
Rate of return of dividends	-	-
Expected average volatility	107%	-
Risk-free average interest rate	1.24%	-
Expected average life	3.75years	-
Weighted average exercise price	0.20	-

The expected volatility was determined using the historical volatility of the Company’s share price according to each expected life of the stock options.

An amount of $36,298 for the three-month period ended March 31, 2021 (2020 – Nil) in share-based payments was included in the interim condensed statements of comprehensive income and credited to contributed surplus.

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GOLDEN SHARE RESOURCES CORPORATION

NOTES TO INTERIM CONDENSED FINANCIAL STATEMENTS

As of March 31, 2021 and 2020 (in Canadian dollars)

NOTE 10. EMPLOYEE REMUNERATION (CONTINUED)

The following table summarizes the actual stock options issued and outstanding as of March 31, 2021:

		Weighted average remaining	Number of options
Expirydate	Exerciseprice($)	contratual life(years)	outstanding
6/19/2021	0.25	0.22	390000
6/21/2022	0.35	1.22	555000
7/18/2022	0.20	1.30	930000
8/9/2023	0.20	2.36	275000
10/25/2023	0.20	2.57	300000
1/17/2024	0.20	2.80	150000
2/29/2024	0.20	2.92	150000
7/18/2024	0.20	3.30	550000
8/9/2025	0.20	4.36	175000
10/25/2025	0.20	4.57	120000
2/28/2026	0.20	4.92	100000
	0.23	2.13	3,695,000

NOTE 11. RELATED PARTIES

All transactions with related parties have occurred in the normal course of operations and are recorded at the exchange amount, which is the amount of consideration established and agreed to by the related parties. Key management personnel are defined as those individuals having authority and responsibility for planning, directing and controlling the activities of the Company.

Key Management Compensation

The Company's related party transactions for the three-month period ended March 31, 2021 and 2020, were all to key management personnel and were as follows:

		March 31, 2021	March 31, 2020
		(3 months)	(3 months)
Office and general	(i)	-	9,000
Salaries and benefits expenses	(ii)	13,854	12,512
Management fees	(iii)	18,000	18,000
Share based payments	(iv)	11,741	-
		43,595	39,512

(i) During the three-month period ended March 31, 2021, the Company used a shared office, at no cost, which was provided by Keystone Associates Inc. (“Keystone”) (2020 - $9,000) Keystone is owned by the CEO.

(ii) During three-month period ended March 31, 2021, the Company paid salaries and related fee of $13,854 (2020 - $12,512) to an officer service as CFO.

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GOLDEN SHARE RESOURCES CORPORATION

NOTES TO INTERIM CONDENSED FINANCIAL STATEMENTS

As of March 31, 2021 and 2020 (in Canadian dollars)

NOTE 11. RELATED PARTIES (CONTINUED)

• (iii) During three-month period ended March 31, 2021, the Company recorded management fees of $18,000 (2020 - $18,000) to Keystone for management service provided by the CEO.

• (iv) During three-month period ended March 31, 2021, the company granted stock options to directors and officer and report the options value of $11,741 (2020 -Nil).

The balance due to the related parties as of March 31, 2021 are as follows, the outstanding balance is part of Trade or other payable (Note 5).

		March 31,2021	March 31,2020
Keystone Associates Inc.	(i)	64,580	213,570
Nick Zeng	(ii)	27,837	94,673
Demin (Fleming) Huang	(iii)	-	14,000
		92,417	322,243

• (i) During three-month period ended March 31, 2021, the Company owed to Keystone $64,580 (2020 - $213,570) for the management fee and shared office expense.

• (ii) During three-month period ended March 31, 2021, the Company owed to the CEO $27,837 (2020 -$94,673) for expense reimbursements or accounts payable paid on behalf of the Company.

• (iii) During three-month period ended March 31, 2020, the Company owed to the CFO $14,000 for services as CFO of the Company.

NOTE 12. FINANCIAL INSTRUMENTS

The Company is exposed to various risks in relation to financial instruments. The main types of risks the Company is exposed are credit risk and liquidity risk.

Credit risk

Credit risk is the risk that another party to a financial instrument will cause a financial loss for the Company by failing to discharge an obligation.

The Company's maximum exposure to credit risk is limited to the carrying amount of cash, which is considered to be negligible because the counterparty is a reputable bank with an investment grade external credit rating.

Liquidity risk

Liquidity risk is the risk that an entity will encounter difficulty in meeting obligations associated with financial liabilities that are settled by delivering cash or another financial asset.

Liquidity risk management serves to maintain a sufficient amount of cash and to ensure that the Company has financing sources such as private and public investments for a sufficient amount.

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GOLDEN SHARE RESOURCES CORPORATION

NOTES TO INTERIM CONDENSED FINANCIAL STATEMENTS

As of March 31, 2021 and 2020 (in Canadian dollars)

NOTE 12. FINANCIAL INSTRUMENTS (CONTINUED)

Over the past period, the Company has financed its exploration expense commitments, its working capital requirements and acquisitions through disposal available for sales assets, private and flow-through financings. As of March 31, 2021 the Company did not have sufficient cash to pay its trade accounts payable and loan payable.

The Company's trade and accrued liabilities and loans payable have contractual maturities within twelve months.

Market risk

Most of the Company’s transactions are carried out in Canadian dollars (CAD).

Foreign currency risk

Foreign currency risk is the risk that the fair value of, or future cash flows from, the Company’s financial instruments will fluctuate because of changes in foreign exchange rates. The Company functional currency is the Canadian dollars and major purchases are transacted in Canadian dollars. The Company’s foreign currency risk arises primarily with respect to the its loan is denominated in U.S. Dollars and the Company has paid off all the US Dollar loan during the three-month period ended March 31, 2021.

NOTE 13. COMMITMENTS

The Company is required to pay the land tax/license fee for the patent/mining lease owned by the Company. The following is a cash payment schedule of future obligations required annually:

	2021	2022 2023
'Band-Ore patent/mining Lease property tax	2,259	5,750 5,750

The Land tax/license fee may vary in future year, which is evaluated by the government annually. The above estimate land tax/license fee is based on the payment in 2020. The payment will be as long as the Company holds the patent and mining lease.

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