Lipari Mining Ltd. — Interim / Quarterly Report 2024

Nov 21, 2024

GOLDEN SHARE RESOURCES CORPORATION

Interim Condensed Financial Report (Unaudited)

Three months and nine months periods ended September 30, 2024 and 2023 (Expressed in Canadian dollars)

GOLDEN SHARE RESOURCES CORPORATION

FINANCIAL REPORT

NOTICE OF READER	3
FINANCIAL STATEMENTS
Interim condensed statements of financial position	4
Interim condensed statements of Income and comprehensive Income	5
Interim condensed statements of changes in equity (deficit)	6
Interim condensed statements of cash flows	7
Notes to Interim condensed financial statements	8-17

Notice to Reader Opinion

The accompanying unaudited interim condensed financial statements of GOLDEN SHARE RESOURCES CORPORATION (the "Company") for the periods of three-month and nine months periods ended September 30, 2024 and 2023 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.

Page 3 of 17

GOLDEN SHARE RESOURCES CORPORATION

INTERIM CONDENSED STATEMENTS OF FINANCIAL POSITION
As of Septebmer 30, 2024 and December 31, 2023	(in Canadian dollars)
Notes	September 30,2024 December 31,2023
ASSETS Current assets Cash HST receivable Prepaid expenses Other financial assets 4 Total current assets Total assets LIABILITIES Current liabilities Accounts payable and accrued liabilities 5 Loans payable 6 Deferred revenue 9 Total current liabilities Total liabilities DEFICIT Share capital 8 Contributed surplus Deficit Accumulated other comprehensive income (loss) Total deficit Total liabilities and deficit	$ $ 52,512 17,313 6,694 3,374 928 9,284 400,000 403,318
	460,134 433,289 460,134 433,289
	276,558 247,171 279,214 240,783 100,000 -
	655,772 487,954
	655,772 487,954
	18,664,748 18,664,748 3,433,826 3,433,826 (22,294,212) (22,153,157) - (82)
	(195,638) (54,665)
	460,134 433,289

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

Approved on behalf the Board

“David Graham” Director

“Wes Roberts ” Director

Page 4 of 17

GOLDEN SHARE RESOURCES CORPORATION

INTERIM CONDENSED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

Three months and nine months periods ended on September 30, 2024 and 2023	Three months and nine months periods ended on September 30, 2024 and 2023		(in Canadian dollars)
Notes	September 30, 2024 (3 months)	September 30, 2023 (3 months)	September 30, 2024 September 30, 2023 (9 months) (9 months)
Other Revenue Exploration and evaluation expenditures 9 Administrative expenses 10 Financial expenses 6,7 Income (loss) before income taxes Net income (loss) Other comprehensive loss (income) Items that will be reclassified subsequently to net loss Available-for-sale-financial assets Net decrease (increase) in fair value 5 Reclassification of loss to net loss 5 Total of other comprehensive loss (income) Net income (loss) and other comprehensive income (loss) Basic and diluted net earnings (loss) per share Weighted average number of common shares outstanding	$ - (2,460) (40,979) (6,390) (49,829) (49,829) - - - (49,829) (0.001) 48,186,345	$ 150,000 (32,237) (38,795) (6,531) 72,437 72,437 (1,030) - (1,030) 71,407 0.002 48,186,345	$ $ 10,000 172,500 (5,985) (138,502) (126,367) (147,690) (18,586) (18,712) (140,938) (132,404) (140,938) (132,404) (117) (1,030) 82 - (35) (1,030) (140,973) (133,434) (0.003) (0.003) 48,186,345 48,186,345

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

Page 5 of 17

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)
Three months and nine months periods ended on September 30, 2024 and 2023					(in Canadian dollars)
Notes	Share Capital		Accumulated Other Comprehensive Income (Loss)	Contributed surplus	Deficit Total
Balance on January 1, 2023 Net income Other comprehensive income (loss) Balance on September 30, 2023 Balance on January 1, 2024 Net income Other comprehensive income (loss) Balance on Septebmer 30, 2024	Number 48,186,345 - - 48,186,345 48,186,345 - - 48,186,345	$ 18,664,748 - - 18,664,748 18,664,748 - - 18,664,748	$ - - (1,030) (1,030) (82) - 82 -	$ 3,433,826 - - 3,433,826 3,433,826 - - 3,433,826	$ $ (21,968,635) 129,939 (132,404) (132,404) - (1,030) (22,101,039) (3,495) (22,153,157) (54,665) (140,938) (140,938) (117) (35) (22,294,212) (195,638)

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

Page 6 of 17

GOLDEN SHARE RESOURCES CORPORATION

INTERIM CONDENSED STATEMENTS OF CASH FLOWS

==> picture [655 x 388] intentionally omitted <==

----- Start of picture text -----

Three months and nine months periods ended on September 30, 2024 and 2023 (in Canadian dollars)
September 30, 2024 September 30, 2023 September 30, 2024 September 30, 2023
Notes (3 months) (3 months) (9 months) (9 months)
$ $ $ $
OPERATING ACTIVITIES
Net income (loss) (49,829) 72,437 (140,938) (132,404)
Items not affecting cash
Loss on availabe for sale financial asset - 100 - 100
Accrued Interst 6 6,384 5,630 18,431 15,883
Accretion expense 7 - 1,349 - 3,929
(43,445) 79,516 (122,507) (112,492)
Accounts and other receivable (5,273) (1,473) (3,320) 13,418
Prepaid expenses 2,785 2,785 8,356 8,355
Deferred revenue - (150,000) - (150,000)
Trade and accrued liabilities (13,723) 44,799 29,387 96,380
Cash used in operating activities (59,656) (24,373) (88,084) (144,339)
INVESTING ACTIVITIES
Proceed from disposal of marketable securities 100,000 - 103,283 -
Cash flows from investing activities 100,000 - 103,283 -
FINANCING ACTIVITIES
Proceeds from Loans payable 20,000 - 20,000 -
Cash flows from financing activities 20,000 - 20,000 -
Net change in cash 60,344 (24,373) 35,199 (144,339)
Cash, beginning of period 12,168 104,180 17,313 224,146
Cash, end of period 72,512 79,807 52,512 79,807
----- End of picture text -----

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

Page 7 of 17

GOLDEN SHARE RESOURCES CORPORATION

NOTES TO THE INTERIM CONDENSED FINANCIAL STATEMENTS

As of September 30, 2024 and December 31, 2023 (in Canadian dollars)

NOTE 1. STATUTES OF INCORPORATION AND NATURE OF ACTIVITIES

Golden Share Resources Corporation (hereinafter "Golden Share" or the "Company") is listed on the TSX Venture Exchange (“TSXV”) under the trading symbol “GSH”. Golden Share is incorporated under the Canada Business Corporations Act and located at 7-145 Riviera Drive, Markham, Ontario, L3R 5J6.

The unaudited interim condensed financial statements were 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, 2024.

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, 2023 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 financial statements for the year ended December 31, 2023.

The unaudited interim condensed financial statements have been presented in Canadian dollars. These financial statements have been prepared by management, reviewed by the auditor and Company audit committee, approved and authorized for issue by the Board of Directors on November 20, 2024 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 financial statements and the classification used in the 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 September 30, 2024, the Company has an accumulated deficit of $22,294,212 ($22,153,157 as at December 31, 2023) and working capital deficit of $195,638 ($54,665 as at December 31, 2023) 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.

The Company’s ability to continue support as a going concern is dependent upon its ability to raise additional financing to further explore its mineral properties and continued support of suppliers and creditors. Even if the Company has been successful in the past in doing so, there is no assurance that it will manage to obtain additional financing in the future.

Page 8 of 17

GOLDEN SHARE RESOURCES CORPORATION

NOTES TO THE INTERIM CONDENSED FINANCIAL STATEMENTS

As of September 30, 2024 and December 31, 2023 (in Canadian dollars)

NOTE 3. SUMMARY OF ACCOUNTING POLICIES

Basis of preparation and evaluation of financial statements

The 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 financial statements. These financial statements have been prepared on a historical cost basis. In addition, these financial statements have been prepared using the accrual basis of accounting, except for cash flow information.

Functional and presentation currency

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

Significant accounting judgements and estimates

When preparing the financial statements, management undertakes a number of judgments, estimates and assumptions about recognition and measurement of assets, liabilities, income and expenses. These judgments and estimates are continuously evaluated and are based on management’s experience and knowledge of the relevant facts and circumstances. Actual results may differ from the amounts included in the financial statements.

The following are significant management judgments and estimates in applying the accounting policies of the Company that have the most significant effect on the financial statements.

Going concern

The evaluation of the Company's ability to continue as a going concern, to raise additional financing in order to cover its operating expenses and its obligations for the incoming year requires significant judgment based on past experience and other assumptions including the probability that future events are considered reasonable according to circumstances. Please refer to Note 2 for further information.

Share-based payments

The estimation of share-based payment costs requires the selection of an appropriate valuation model and consideration as to the inputs necessary for the valuation model chosen. The Company estimates the volatility of its own shares, the probable life of share options and warrants granted and the time of exercise of those share options and warrants. The model used by the Company is the Black-Scholes valuation model.

Valuation of other financial assets

The determination of the fair value of other financial assets is subject to certain limitations. Financial information for private companies in which the Company has investments may not be available and, even if available, that information may be limited and/or unreliable.

NOTE 4. OTHER FINANCIAL ASSETS

Other financial assets included 4 million common shares of Midex Resources Ltd. (“Midex”).

Midex is a private company and purchased the Berens River Project from the Company. The consideration of the purchase was $500,000 cash and 4 million common shares of Midex. The Company estimated the fair value of 4 million common shares of Midex to be $400,000 according to Midex private placement issuance of common shares before the purchase. The Company received 2 million common shares of Midex on August 25, 2021 and August 25, 2022, respectively.

Page 9 of 17

GOLDEN SHARE RESOURCES CORPORATION

NOTES TO THE INTERIM CONDENSED FINANCIAL STATEMENTS

As of September 30, 2024 and December 31, 2023 (in Canadian dollars)

NOTE 5. TRADE AND ACCRUED LIABILITIES

	September 30, 2024	September 30, 2023
Accounts payables and accrued liabilities	134,558	164,684
Accountspayables to keymanagementpersonnel	142,000	86,000
Total	276,558	250,684

NOTE 6. LOANS PAYABLE

	CAD Loans
Balance as at December 31, 2022	179,271
Accrued interest	21,512
Proceed of loan	40,000
Balance as at December 31,2023	240,783
Proceed of loan	20,000
Accrued interest	18,431
Balance as at September 30, 2024	279,214

On January 1, 2020, the Company entered into a loan agreement of $70,000 with interest at a rate of 12% per annum and maturity date of December 31, 2020. In December 2020, June 2021, November 2021, May 2023, January 2024 and June 2024, the Company renewed the loan agreement. The newest maturity date is December 31, 2024, the new principal amount is $110,846 including the unpaid interest of $40,846. During the nine-month period ended September 30, 2024, the Company accrued $10,176 ($8,769 in 2023) interest for the loan.

In June 2020, the Company entered into various 18-month unsecured loan agreements totaling $80,000, which the agreements bear interest at a rate of 12% per annum and due on November 30, 2021. The Company accrued interest of $5,817 during the year ended December 31, 2020. In February 2021, the Company paid $21,853 for part of the loans, including $20,000 principal and $1,853 interest. On November 30, 2021, May 31, 2022, May 31, 2023 , January 1, 2024 and June 30,2024,, the Company renewed the unpaid loan and interest with the maturity date of December 31, 2024, the new principal amount is $89,938 including the unpaid interest of $29,938. During the ninemonth period ended September 30, 2024, the Company accrued interest of $8,256 for the loans (2023 - $7,114).

On December 21, 2023, the Company entered into loan agreements with Lipari Diamond Mines Ltd. (“Lipari”) and received a $40,000 loan for working capital, which the loan is interest free. On March 15, 2023, Golden Share and the shareholders of Lipari signed a share exchange agreement (the "Definitive Agreement") which forms the basis of the proposed reverse take-over transaction between Lipari and the Company.

On May 9, 2024, the Company entered into loan agreements with Lipari and received a $20,000 loan for working capital, which the loan is interest free.

Page 10 of 17

GOLDEN SHARE RESOURCES CORPORATION

NOTES TO THE INTERIM CONDENSED FINANCIAL STATEMENTS

As of September 30, 2024 and December 31, 2023 (in Canadian dollars)

NOTE 7. 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 is legislated by 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 by $20,000 to $60,000 and the Company increased its borrowings accordingly.

On December 28, 2023, the Company repaid the CEBA loan of $40,000, and $20,000 loan forgiveness was applied to the loan account as per CEBA loan repayment policy.

NOTE 8. 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 as at January 1, 2023	48,186,345	0.387	18,664,748
Balance as at December 31, 2023	48,186,345	0.387	18,664,748
Balance as at September 30, 2024	48,186,345	0.387	18,664,748

Warrants

The following table shows the changes in warrants:

		Weighted average
	Number of warrants	exerciseprice
Balance,January31,2023	3,000,000	0.10
Expired(i)	(3,000,000)	0.10
Balance,December 31,2023	-	-
Balance, September 30, 2024	-	-

(i) During the year ended December 31, 2023, 3,000,000 share warrants expired.

Page 11 of 17

GOLDEN SHARE RESOURCES CORPORATION

NOTES TO THE INTERIM CONDENSED FINANCIAL STATEMENTS

As of September 30, 2024 and December 31, 2023 (in Canadian dollars)

NOTE 9. EXPLORATION AND EVALUATION EXPENDITURES

Below is a summary of the Company's exploration and evaluation expenditures incurred by property.

	September 30, 2024	September 30, 2023	September 30, 2024	September 30, 2023
	(3 months)	(3 months)	(9 months)	(9 months)
Exploration expenditures
Ogoki	-	10,050	-	104,150
Band-Ore	2,460	2,415	5,985	4,530
Pense	-	29,822	-	29,822
Total of exploration and evaluation	2,460	42,287	5,985	138,502

Ogoki Project

The Ogoki Project, is 100% owned by the Company, located in the James Bay Lowlands of Ontario. The Ogoki Project is comprised of nine non-contiguous claim blocks with 195 MLAS cell 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 diamonds and other precious stones, as well as for precious and base metals, for the Ogoki except for the 2 claims of Ogoki project (claim# 516349 and #516392). Keystone is owned by the estate of the late CEO of 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.

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.

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.

In October 2021, the Company entered into an Option Agreement with E2gold Inc. (“E2gold”). To earn in 100% interests in the Band-Ore Project, E2gold would make: (1) a $2,000,000 staged cash payment; (2) the reimbursement of the cost connected with the preparation of the National Instrument 43-101 compliant technical report on the Property, to a maximum amount of $35,000 plus applicable tax; (3) the reimbursement of the tax payments in respect of the 16 patented mining claims and the one leased mining claim. The Company retains 2% NSR royalty, which the 1% NSR can be purchased in the amount of (i) $3,000,000 at any time up to the 5[th] anniversary of the Acquisition Date; (ii) $5,000,000 at any time from the 5[th] anniversary of the Acquisition Date up to the 10[th] anniversary of the Acquisition Date; or (iii) $10,000,000 at any time on or following the 10[th] anniversary of the Acquisition Date.

The Company has received $150,000 in cash payments according to the Option Agreement, which was recorded as deferred revenue. In July 2023, the Company recorded the $150,000 cash payments as revenue when E2gold gave notice to terminate the Option Agreement.

Page 12 of 17

GOLDEN SHARE RESOURCES CORPORATION

NOTES TO THE INTERIM CONDENSED FINANCIAL STATEMENTS

As of September 30, 2024 and December 31, 2023 (in Canadian dollars)

NOTE 9. EXPLORATION AND EVALUATION EXPENDITURES (CONTINUED)

On May 20, 2024, the Company entered into an Option Agreement with Delta Resources Limited (“Delta”) to earn in 100% interests in the Band-Ore Project for: (1) a aggregate cash and security payments of $2,000,000, which the minimum price of the Delta shares was fixed at $0.075; (2) the reimbursement of the tax payments respect to the 16 patented mining claims and the one leased mining claim. (3) The Company retains 2% NSR royalty, which the 1% NSR can be purchased in the amount of $3,000,000 indexed (escalated) based on the Canada Consumer Price Index (CPI) from the effective date to purchase date. Delta retains a right of first refusal on sale of a remaining 1% NSR. (4) Following 100% vesting of the Option, If Delta defines a NI 43-101 mineral resource on the property after earnin, Golden Share will be entitled to a bonus of $500,000 for an estimate of 500,000 gold ounces contained up to 1,000,000 ounces and a bonus of $1,000,000 for an estimate of greater than 1,000,000 contained gold ounces. Please refer to the press release dated May 24, 2024 and July 10, 2024 for details.

The Company has received $100,000 in cash payments according to the Option Agreement, which was recorded as deferred revenue.

NOTE 10. ADMINISTRATIVE EXPENSES BY NATURE

	September 30, 2024	September 30, 2023	September 30, 2024	September 30, 2023
	(3 months)	(3 months)	(9 months)	(9 months)
Salaries and benefits expense	12,000	12,000	36,000	36,000
Management fees	12,000	12,000	36,000	36,000
Professional services	2,500	6,700	10,080	29,454
Investor-related services	730	-	1,460	3,430
Transfer agent fees	8,189	3,476	13,553	13,179
Regulatory fees	1,195	274	16,237	14,854
Office andgeneral	4,365	4,345	13,037	14,773
Total	40,979	38,795	126,367	147,690

NOTE 11. EMPLOYEE REMUNERATION

Omnibus Long-term Incentive Plan

The Company has adopted a new Omnibus Long-term Incentive 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 Omnibus Plan would replace the previous “rolling” Stock Option Plan and allow for the granting of options and restricted share units ("RSUs") governed by one plan document. All options and any awards issued under the Stock Option Plan would continue to be governed by the terms of such plan;

Under the terms of the Omnibus Plan, the Board of Directors, or if authorized by the Board of Directors, the Corporate Governance, Nomination and Compensation Committee, may grant Awards to eligible participants, as applicable. Eligible participants include directors, officers, employees, consultants of the Corporation and its subsidiaries, management company employees and companies wholly-owned by individuals who are eligible participants. Participation in the Omnibus Plan is voluntary and, if an eligible participant agrees to participate, the grant of Awards will be evidenced by a grant agreement with each such participant. The interests of any participant in any award are not assignable or transferable, whether voluntary, involuntary, by operation of law, otherwise, other than by will or the laws of descent and distribution.

Page 13 of 17

GOLDEN SHARE RESOURCES CORPORATION

NOTES TO THE INTERIM CONDENSED FINANCIAL STATEMENTS

As of September 30, 2024 and December 31, 2023 (in Canadian dollars)

NOTE 11. EMPLOYEE REMUNERATION (CONTINUED)

Pursuant to the Omnibus Plan, the Board of Directors may grant stock options ("Options"), restricted share units (“RSUs”) and performance awards ("PSUs" and collectively with the Options and RSUs, the "Awards") to eligible participants.

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 noted in Note 2. Changes in subjective input assumptions can materially affect the fair value estimate.

The Company's share options are as follows for the nine-month period ended September 30, 2024:

		Weighted average
	Number of options	exerciseprice
Outstanding on January 1, 2023	3,685,000	0.13
Expired	(490,000)	0.20
Outstandingand exercisable on December 31,2023	3,195,000	0.12
Expired	(700,000)	0.20
Outstanding and exercisable on September 30, 2024	2,495,000	0.10

During the nine-month period ended September 30, 2024, 700,000 (2023 – 250,000) share options expired. No new Awards were granted during the nine-month period ended September 30, 2024 and 2023.

The following table summarizes the actual stock options issued and outstanding as of September 30, 2024:

	Number of options	Exercise price	Weighted average remaining
Expirydate	outstanding	($)	contratual life(years)
11/17/2024	100,000	0.20	0.13
12/19/2024	550,000	0.07	0.22
8/9/2025	175,000	0.20	0.86
10/25/2025	120,000	0.20	1.07
12/19/2025	1,450,000	0.07	1.22
2/28/2026	100,000	0.20	1.41
	2,495,000	0.10	0.93

NOTE 12. 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.

Page 14 of 17

GOLDEN SHARE RESOURCES CORPORATION

NOTES TO THE INTERIM CONDENSED FINANCIAL STATEMENTS

As of September 30, 2024 and December 31, 2023 (in Canadian dollars)

NOTE 12. RELATED PARTIES (CONTINUED)

Key Management Compensation

The Company's related party transactions for the three-month and nine months periods ended September 30, 2024 and 2023, were all to key management personnel and were as follows:

		September 30, 2024	September 30, 2023	September 30, 2024	September 30, 2023
		(3 months)	(3 months)	(9 months)	(9 months)
Salaries and related expenses	(i)	12,000	12,000	36,000	36,000
Management fees	(ii)	12,000	12,000	36,000	36,000
		24,000	24,000	72,000	72,000

• (i) During the nine-month period ended September 30, 2024, the Company recorded salaries and related fee of $36,000 (2023 - $36,000) to an officer for the service as the CFO of the Company.

(ii) During the nine-month period ended September 30, 2024, the Company recorded service fee of $36,000 (2023 - $36,000) for the service as the interim CEO of the Company.

The balance due to the related parties as at September 30, 2024 and 2023 are as follows.

		September	30,2024	September 30,2023
Accounts payable to related parties
Officers	(i)		142,000	86,000
Total			142,000	86,000

(i) As of September 30, 2024, the Company owed the current interim CEO $98,000 (2023 – $50,000) for management fees and the CFO $44,000 (2023 – $36,000) for the unpaid service fee and payroll. The outstanding balance is part of Trade and accrued liabilities (Note 5).

NOTE 13. CAPITAL MANAGEMENT POLICIES AND PROCEDURES

The Company’s capital management objectives are:

• to ensure the Company’s ability to continue as a going concern; and

• to increase the value of the Company's assets; and

• to provide an adequate return to shareholders of the Company.

These objectives will be achieved by identifying the right exploration projects, adding value to these projects and ultimately taking them through to production and cash flow, either with partners or by the Company's own means.

The Company monitors capital on the basis of the carrying amount of equity. Capital for the reporting periods under review is summarized in the statement of changes in equity (deficit). The Company is not exposed to any externally imposed capital requirements except when the Company issues flow-through shares for which an amount should be used for exploration work.

Page 15 of 17

GOLDEN SHARE RESOURCES CORPORATION

NOTES TO THE INTERIM CONDENSED FINANCIAL STATEMENTS

As of September 30, 2024 and December 31, 2023 (in Canadian dollars)

NOTE 13. CAPITAL MANAGEMENT POLICIES AND PROCEDURES (CONTINUED)

The Company sets the amount of capital in proportion to its overall financing structure, i.e. equity and financial liabilities. The Company manages the capital structure and makes adjustments to it in the light of changes in economic conditions and the risk characteristics of the underlying assets. In order to maintain or adjust the capital structure, the Company may return capital to shareholders, issue new shares, or sell assets. When financing conditions are not optimal, the Company may enter into option agreements or other solutions to continue its activities or may slow its activities until conditions improve.

No changes were made in the objectives, policies, and processes for managing capital during the reporting periods.

NOTE 14. 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.

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 at September 30, 2024, 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.

Page 16 of 17

GOLDEN SHARE RESOURCES CORPORATION

NOTES TO THE INTERIM CONDENSED FINANCIAL STATEMENTS

As of September 30, 2024 and December 31, 2023 (in Canadian dollars)

NOTE 15. 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:

		2024		2025	2026
Band-Orepatent/miningLease	propertytax		-	5,980	5,980

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 2024. The payment will be made as long as the Company holds the patent and mining lease.

NOTE 16. SUBSEQUENT EVENTS

On November 1, 2024, the Company extended extend the outside date for the completion of the reverse take-over with Lipari to December 31, 2024. The Company and Lipari have competed all documentation necessary to complete the transaction and and will provide further updates of the transaction and RTO financing as they become available.

On November 18, 2024, the Company entered into a Property Purchase Agreement with Delta Resources Limited (“Delta”) to earn in 100% interests in the Elwood Project (1 Patented claim) for $30,000.

Page 17 of 17