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Mirasol Resources Ltd. Interim / Quarterly Report 2021

Feb 25, 2021

45547_rns_2021-02-25_8795f75e-814a-4165-b68c-be59ce95b747.pdf

Interim / Quarterly Report

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MIRASOL RESOURCES LTD.

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

December 31, 2020

(Unaudited - Expressed in Canadian Dollars)

NOTICE OF NO AUDITOR REVIEW OF CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

In accordance with National Instrument 51-102 Part 4, subsection 4.3(3)(a), if an auditor has not performed a review of these condensed consolidated interim financial statements they must be accompanied by a notice indicating that the condensed consolidated interim financial statements have not been reviewed by an auditor.

The accompanying unaudited condensed consolidated interim financial statements of the Company have been prepared by and are the responsibility of the Company's management.

The Company's auditors have not performed a review of these condensed consolidated interim financial statements in accordance with the standards established by the Chartered Professional Accountants of Canada for a review of interim financial statements by an entity's auditor.

Mirasol Resources Ltd.

Condensed Consolidated Interim Statements of Financial Position

As of December 31, 2020, and June 30, 2020

(Expressed in Canadian Funds, except where indicated)

ASSETS December 31,
2020
June 30,
2020
Current Assets
Cash and cash equivalents_(Note 3)
Short-term investments
Receivables and advances
(Note 4)
Marketable securities
(Note 5)
Non-Current Assets
Equipment
Right of use assets
(Note 6)
Exploration and evaluation assets
(Note 7)_
Total Assets
$ 13,191,975
$ 8,886,501
-
6,707,866
188,315
226,136
1,142,307
655,422
14,522,597
16,475,925
156,432
155,148
232,458
258,774
2,279,642
2,344,040
2,668,532
2,757,962
$
17,191,129
$
19,233,887
LIABILITIES
Current Liabilities
Accounts payable and accrued liabilities_(Note 8)
Current portion of lease liabilities
(Note 6)
Advances from JV partner
(Note 7)
Long-Term Liabilities
Non-current portion of lease liabilities
(Note 6)_
Total Liabilities
EQUITY
$ 658,527
$ 524,186
75,480
75,480
365,238
-
1,099,245
599,666
187,784
205,043
$ 1,287,029
$ 804,709
Share Capital(Note 9)
Reserves
Accumulated Other Comprehensive Loss
Deficit
Total Liabilities and Equity
$ 57,668,519
$ 57,767,690
17,657,079
17,690,529
(22,110)
(34,760)
(59,399,388)
(56,994,281)
15,904,100
18,429,178
$
17,191,129
$
19,233,887
Nature of business (Note 1)
Commitments(Note 11)
Subsequent events(Note 12)

On Behalf of the Board:

“ Patrick Evans ” , Director
“ Nick DeMare ” , Director

The accompanying notes are an integral part of these condensed consolidated interim financial statements Page 3

Mirasol Resources Ltd.

Condensed Consolidated Interim Statements of Loss and Comprehensive Loss For the Six and Three Months Ended December 31,

(Expressed in Canadian Funds, except where indicated)

For the Three Months Ended
For the Six Months Ended
December 31,
December 31,
2020
2019
2020
2019
Operating Expenses
Exploration expenditures_(Note 8a i)
Business development
Management fees
(Note 8a i)
Marketing and investor communications
Office and miscellaneous
Share-based payments
(Note (8c ii, 9ii)
Professional fees
Director fees
(Note 8a iii)_
Travel
Transfer agent and filing fees
Depreciation
Interest income
Interest expense
Fair value change in marketable
securities
Foreign exchange loss
Net Loss for the Period
Other Comprehensive Gain
Exchange differences on translation of
foreign operations
Loss and Comprehensive Loss for the
Period
$ 536,307
$ 908,084 $ 1,316,692 $ 1,764,750
31,446
108,487
84,991
202,883
146,143
162,510
342,093
328,885
27,226
45,144
56,844
82,452
52,962
133,533
117,014
251,621
(154,483)
108,712
(59,528)
198,585
25,831
71,971
84,552
91,231
16,065
52,800
51,685
93,000
-
4,853
172
21,617
7,066
7,823
15,813
9,618
29,147
16,562
51,522
32,536
(717,710)
(1,620,479)
(2,061,850)
(3,077,178)
22,108
160,748
64,999
161,121
(10,079)
(12,033)
(20,481)
(24,383)
262,169
-
486,885
-
(618,776)
(275,990)
(874,660)
(163,353)
(344,578)
(127,275)
(162,544)
(26,615)
$ (1,062,288) $ (1,747,754)
$ (2,405,107) $ (3,103,793)
4,508
5,894
8,579
2,632
$ (1,057,780) $ (1,741,860)
(2,396,528)
(3,101,161)
Lossper Share(Basic and Diluted) $ (0.02) $ (0.04) $ (0.04) $ (0.06)
Weighted Average Number of Shares
Outstanding (Basic and Diluted)
54,150,864
54,100,671
54,156,247
54,079,775

The accompanying notes are an integral part of these condensed consolidated interim financial statements Page 4

Mirasol Resources Ltd.

Condensed Consolidated Interim Statement of Changes in Equity As at December 31

(Expressed in Canadian Funds, except where indicated)

Number of
Common
Shares
Share Capital
Number of
Treasury
Shares
Common
Shares
Amount
Treasury
Shares
Amount
Reserves
Accumulated
Other
Comprehensive
Loss
Deficit
Total
Equity
Balance – June 30, 2019
Share-based payments(Note 9)
Foreign currency translation
adjustment
Loss for the period
Balance – December 31, 2019
Balance – June 30, 2020
Treasure shares repurchased_(Note 9)
Treasure shares cancelled
(Note 9)
Share-based payments
(Note 9)_
Foreign currency translation
adjustment
Loss for the period
54,033,878
90,000
-
-
-
$57,677,690
-
$17,354,426
$(25,742)
$(51,091,802)
$23,914,572
-
52,200
-
146,385
-
-
198,585
-
-
-
-
(630)
-
(630)
-
-
-
-
-
(3,103,793)
(3,103,793)
54,123,878
54,148,878
-
(59,500)
26,665
-
-
-
$57,729,890
-
$17,500,811
$(26,372)
$(54,195,595)
$21,008,734
-
$57,767,690
-
$17,690,529
$(34,760)
$(56,994,281)
$18,429,178
(174,500)
-
(73,093)
-
-
-
(73,093)
59,500
(59,435)
23,224
36,211
-
-
-
-
10,133
-
(69,661)
-
-
(59,528)
-
-
-
-
12,650
-
12,650
-
-
-
-
-
(2,405,107)
(2,405,107)
Balance – December 31, 2020 54,116,043 115,000
$57,718,388
$(49,869)
$17,657,079
$(22,110)
$(59,399,388)
$15,904,100

The accompanying notes are an integral part of these condensed consolidated interim financial statements Page 5

Mirasol Resources Ltd.

Condensed Consolidated Interim Statement of Changes in Cash Flows For the Six Months Ended December 31

(Expressed in Canadian Funds, except where indicated)

2020
2019
Operating Activities
Loss for the period
Adjustments for:
Share-based payments
Interest income
Interest expense
Unrealized gain on marketable securities fair value
Depreciation
Depreciation included in exploration expenses
Unrealized foreign exchange
Changes in non-cash working capital items:
Receivables and advances
Accounts payable and accrued liabilities
Advances from joint venture partner
Cash used in operating activities
Investing Activities
Redemption of short-term investments
Exploration and evaluation assets, net of recovery
Purchase of equipment
Interest received
Cash provided by investing activities
Financing Activity
Lease payments
Treasury shares repurchased
Cash used in financing activities
Effect of Exchange Rate Change on Cash and Cash Equivalents
Change in Cash and Cash Equivalents
Cash and Cash Equivalents - Beginning of period
Cash and Cash Equivalents - End ofperiod
$ (2,405,107
$ (3,103,793)
(59,528)
198,585
(64,999)
(161,121)
20,481
24,383
(486,885)
-
30,461
32,536
21,062
27,260
(683,609)
163,353
(3,628,125)
(2,818,797)
(54,696)
19,521
134,341
(152,345)
365,238
(775,513)
(3,183,242)
(3,727,134)
6,707,866
523,600
64,398
(64,398)
(26,490)
(16,666)
157,516
446,998
6,903,290
889,934
(37,740)
(41,359)
(73,093)
-
(110,833)
(41,359)
696,259
(145,832)
4,305,474
(3,024,391)
8,886,501
4,648,284
$ 13,191,975
$ 1,623,893
Cash and Cash Equivalents Consist of:
Cash
Cash equivalents
$ 8,063,615
$ 1,623,893
$ 5,128,360
$ -
$ 13,191,975
$ 1,623,893
Supplemental Schedule of Non-Cash Investing and Financing
Transactions:
Recognition of right of use assets and liabilities
$ -
$ 311,407
Cash paid during the period for interest
Cashpaid duringtheperiod for income taxes
$ 20,481
$ 24,383
$ -
$ -

The accompanying notes are an integral part of these condensed consolidated interim financial statements Page 6

Mirasol Resources Ltd.

Notes to the Condensed Consolidated Interim Financial Statements For the Six Months Ended December 31, 2020 (Expressed in Canadian Funds, except where indicated)

1. Nature of Business

Mirasol Resources Ltd. (“Mirasol” or the “Company”) is incorporated under the laws of the Province of British Columbia, Canada. The Company’s corporate registered and records office is located at 700 – 1199 West Hastings Street, Vancouver, British Columbia and the head office is located at 1150-355 Burrard Street, Vancouver, British Columbia.

Mirasol engages in the acquisition and exploration of mineral properties, principally located in Chile and Argentina, with the objective of identifying mineralized deposits economically worthy of subsequent development, mining or sale.

The business of mining and exploration involves a high degree of risk and there can be no assurance that current exploration programs will result in profitable mining operations. The Company has no source of revenue and has significant cash requirements to meet its administrative overhead and maintain its exploration and evaluation assets. The recovery of the Company’s exploration and evaluation assets is dependent on 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. While the Company has been successful in the past with its financing efforts, there can be no assurance that it will be able to do so in the future.

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

Management estimates that the Company has sufficient working capital to maintain its operations and activities for at least the next twelve months.

2. Basis of Presentation

Statement of compliance

The condensed consolidated interim financial statements of the Company have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and interpretations of the International Financial Reporting Interpretations Committee (“IFRIC”). These condensed consolidated interim financial statements were prepared in accordance with International Accounting Standard (IAS) 34 Interim Financial Reporting . They do not include all of the information required for full annual financial statements. These condensed consolidated interim financial statements should be read in conjunction with the Company’s annual consolidated financial statements for the year ended June 30, 2020.

The Board of Directors approved the condensed consolidated interim financial statements on February 25, 2021.

Basis of measurement

These condensed consolidated interim financial statements have been prepared on a historical cost basis. Financial instruments classified as financial instruments at fair value through profit or loss are stated at their fair value. In addition, these consolidated financial statements have been prepared using the accrual basis of accounting except for the cash flow information.

Page 7

Mirasol Resources Ltd.

Notes to the Condensed Consolidated Interim Financial Statements For the Six Months Ended December 31, 2020 (Expressed in Canadian Funds, except where indicated)

Significant Accounting Estimates and Judgments

The preparation of financial statements requires management to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, profit and expenses.

The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

In preparing these condensed consolidated interim financial statements, the significant judgments made by management in applying the Company’s accounting policies and the key sources of estimation uncertainty were the same as those applied to the consolidated financial statements for the year ended June 30, 2020.

Recent Accounting Pronouncements and Adoptions

New accounting standards issued but not yet in effect.

Classification of liabilities as current or non-current (Amendments to IAS 1)

The IASB has published Classification of Liabilities as Current or Non-Current (Amendments to IAS 1) which clarified the guidance on whether a liability should be classified as either current or non-current. The amendments:

  • (i) Clarify that the classification of liabilities as current or non-current should only be based on rights that are in place “at the end of the reporting period”;

  • (ii) Clarify that classification is unaffected by expectations about whether an entity will exercise its right to defer settlement of a liability; and

  • (iii) Make clear that settlement includes transfers to the counterparty of cash, equity instruments, other assets or services that result in extinguishment of the liability.

This amendment is effective for annual periods beginning on or after January 1, 2023. Earlier application is permitted. The extent of the impact of adoption of this amendment has not yet been determined.

3. Cash and cash equivalents

Cash and cash equivalents comprise of cash and short-term redeemable Guaranteed Investment Certificates (“GIC”) placed with major Canadian financial institutions. Maturity dates of these GIC’s are within one year.

4. Receivables and Advances
December 31,
2020
June 30,
2020
Goods and services tax receivable
$ 9,568
$ 5,724
Interest receivable
4,194
97,646
Prepaid expenses and advances
174,553
122,766
$ 188,815
$ 226,136

Page 8

Mirasol Resources Ltd.

Notes to the Condensed Consolidated Interim Financial Statements For the Six Months Ended December 31, 2020

(Expressed in Canadian Funds, except where indicated)

5. Marketable Securities

Marketable Securities
December 31, June 30,
2020 2020
Common Shares Silver Sands $ 1,142,307 $ 655,422

The Company holds 3,745,269 common shares of Silver Sands Resources Corp. (“Silver Sands”) (Note 7i) received as partial consideration on an option agreement. The market price on the date the Silver Sands shares were received was $0.22 per share and accordingly the shares were recorded at an initial carrying value of $823,959. As at December 31, 2020, the market price of the shares was $0.305 per share ($0.175 June 30, 2020). Accordingly, the Company recorded an unrealized fair value gain of $486,885 in the condensed consolidated interim statement of loss and comprehensive loss.

6. Right of Use of Assets and Lease Liabilities

Right of Use Assets
Balance:
Office
Lease
At June 30, 2020
$ 311,407
Depreciation:
At June 30, 2020
52,633
Charge for the period
26,316
At December 31, 2020
78,949
Net Book Value:
At June 30, 2020
258,774
At December 31, 2020
$ 232,458

Depreciation of right-of-use assets is calculated using the straight-line method over the remaining lease term.

Lease Liabilities
Lease liabilities recognized as of June 30, 2020
$ 280,523
Lease payments made
(37,740)
Interest expense on lease liabilities
20,481
263,264
Less: current portion
(75,480)
At December31,2020
$187,784

7. Exploration and Evaluation Assets

The Company owns 100% of the mineral exploration rights to a large portfolio of properties focused in two mining regions, namely the Atacama region in northern Chile and the Santa Cruz Province in southern Argentina. As well, the Company holds several other properties in the San Juan and Catamarca provinces of northern Argentina. The Company also focuses on generative exploration to identify and acquire new prospects.

Page 9

Mirasol Resources Ltd.

Notes to the Condensed Consolidated Interim Financial Statements For the Six Months Ended December 31, 2020 (Expressed in Canadian Funds, except where indicated)

7. Exploration and Evaluation Assets (Cont’d…)

A reconciliation of capitalized acquisition costs is as follows:

Acquisition Costs
Write-offs Balance at
Balance at and December 31,
June 30, 2020 Cost Recoveries 2020
Chile
Atlas - Dos Hermanos $ 171,777 $ - $ - $
171,777
Zeus 64,398 - (64,398) -
Argentina
Santa Rita and Virginia 1,984,860 - - 1,984,860
Sascha-Marcelina 102,839 - - 102,839
Pipeline projects 20,166 - - 20,166
$ 2,344,040 $ - $ (64,398) $
2,279,642
Balance at Balance at
June 30, 2019 Cost Recoveries June 30, 2020
Chile
Atlas - Dos Hermanos $ 171,777 $ - $ - $
171,777
Los Amarillos (Enami) 13,260 - (13,260) -
Zeus - 64,398 - 64,398
Argentina
Santa Rita and Virginia 2,808,819 - (823,959) 1,984,860
Sascha-Marcelina 33,696 69,143 - 102,839
Pipeline projects 20,166 - - 20,166
$ 3,047,718 $ 133,541 $ (837,219) $
2,344,040

Chile

a) Altazor option to joint venture

The Company owns a 100% interest in certain mineral claims located in northern Chile and referred to as the Altazor Gold Project (“Altazor”).

On November 7, 2017, the Company signed an exploration and option agreement with Newcrest International Pty Limited (“NCM”) on Altazor whereby NCM has been granted the option to acquire up to an 80% interest in Altazor, exercisable in stages over a nine-year, or shorter, earn-in period.

The agreement requires NCM to fund US$1.5 million in exploration expenditures and make a US$100,000 option payment (received) in the first year of the option. The Company served as operator for exploration during the option period in return for 10% management fee. As of July 1, 2018, NCM took over as operator.

NCM can earn up to a 51% interest in Altazor by making a one-time US$500,000 cash payment (received) to the Company at the start of the earn-in period and by spending US$8.5 million in exploration over four years.

NCM can earn in stages up to a 75% interest in Altazor by delivering a positive preliminary economic assessment (“PEA”) and a bankable feasibility study (“BFS”) (total expenditure capped at US$100 million after the completion of the PEA stage) and by making US$1.3 million cash payments to the Company within the four years after earning the 51% interest.

The Company can retain a participating 25% interest in the project or a 20% funded-to-production interest with NCM financing the total development costs to production.

Page 10

Mirasol Resources Ltd.

Notes to the Condensed Consolidated Interim Financial Statements For the Six Months Ended December 31, 2020 (Expressed in Canadian Funds, except where indicated)

7. Exploration and Evaluation Assets (Cont’d…)

On November 12, 2018, NCM exercised its option to enter the farm-in stage of the agreement. NCM is the operator and will be managing all exploration activities at the project. In November 2019, the Company and NCM agreed to extend the first earn-in period for the initial four years to the earlier of five years and the completion of the US$8.5 million in exploration expenditures required to vest the 51% interest in the Project.

b) Gorbea option to joint venture

The Company owns a 100% interest in certain mineral claims located in northern Chile and referred to as the Gorbea Gold Project (“Gorbea”).

On January 28, 2019, the Company signed an agreement with NCM, whereby NCM has been granted the option to acquire up to a 75% interest in Gorbea, exercisable in stages over a nine-year, or shorter, earn-in period. The agreement requires NCM to fund US$4 million in exploration expenditures and make a US$100,000 option payment (received) in the first 18 months of the option. NCM will be the operator of the exploration program and will receive a 5% management fee.

NCM can earn a 51% interest in Gorbea by making a US$500,000 cash payment to the Company at the start of the earn-in period and by spending an additional US$15 million in exploration within the next four years of the agreement with a minimum drilling commitment of 6,000 m to be completed within the first two years.

NCM can then earn in stages up to a 75% interest in Gorbea by delivering a PEA and a BFS (total expenditure capped at US$100 million after the completion of the PEA stage) and by making a cash payment to the Company within four years after earning the 51% interest.

The Company can elect to retain a participating 25% interest in the project or has the right to convert up to 10% equity interest into 2.0% NSR royalty after completion of the BFS stage.

In December 2020, the Company and NCM agreed to amend the agreement allowing NCM to exercise its option to enter the farm-in phase of the Agreement by making a US$500,000 payment to Mirasol (received). In order to complete the first farm-in phase and vest an initial 51% in Gorbea, NCM is now required to complete at least US$15 million in exploration expenditures over 4.5 years and drill a minimum of 8,000 m on the Gorbea project. The first 2,000 m of drilling is to be completed before the end of 2021 and the additional 6,000 m must be completed before the end of 2022.

c) Coronación option to joint venture:

On September 24, 2019, the Company entered into a definitive agreement with First Quantum Minerals (“FQM”) for its Coronación Copper/Gold Project in northern Chile.

The Company granted to FQM the option to earn-in 80% of the project over 6 years by:

  • Making annual cash payments totaling US$875,000: o On signing of definitive agreement: US$50,000 (received) o 1st anniversary: US$50,000 (received)

  • 2nd anniversary: US$75,000

  • 3rd anniversary: US$100,000

  • 4th anniversary: US$150,000

  • 5th anniversary: US$200,000

  • 6th anniversary: US$250,000

  • Completing at least 10,000 m of drilling; and

  • Delivering a NI 43-101 compliant Prefeasibility Study Report.

Page 11

Mirasol Resources Ltd.

Notes to the Condensed Consolidated Interim Financial Statements For the Six Months Ended December 31, 2020 (Expressed in Canadian Funds, except where indicated)

7. Exploration and Evaluation Assets (Cont’d…)

As part of the agreement, FQM is committed to completing 3,000 m of drilling and a systematic geophysical program on the project over the first 24 months of the agreement. Following this period, FQM is required to spend a minimum of US$500,000 per year over the term of the agreement. FQM is the operator during the option period. Following the completion of the 80% earn-in, FQM will have a one-time option to acquire the remaining 20% on terms to be negotiated between the parties. If this option is not exercised, the parties will form a participating joint venture to further fund the development of the project.

d) Nord Property option to joint venture:

On September 4, 2020, the Company signed a definitive agreement with Mineria Activa (“Mineria”) for the Company’s 100% owned Nord project in northern Chile.

The Company granted to Mineria the option to earn-in 100% of the project over four years by:

  • Making annual cash payments totaling US$3,000,000: o On signing of definitive agreement: US$50,000 (received)

  • 1st anniversary: US$200,000

  • 2nd anniversary: US$400,000

  • 3rd anniversary: US$600,000

  • 4th anniversary: US$1,750,000

  • Committing to complete at least US$500,000 of exploration expenditures over the first two years of the option period.

Upon completion of the option, Mineria will earn a 100% interest in the project and Mirasol will retain a 2% NSR royalty, of which 0.5% can be bought back by Mineria within eight years of signing of the definitive agreement for US$3 million.

e) Inca Property option to purchase:

On January 7, 2020, the Company signed an option agreement with subsidiaries of Newmont Corporation (“NEM”) to acquire the Inca Gold Project in northern Chile.

The Company was granted the option to earn-in 100% of the project, subject to a 1.5% NSR royalty, by drilling 1,000 m on the project over two years and incurring US$3 million in exploration expenditures over five years.

The Company can terminate the agreement at any time after the completion of the initial 1,000 m drilling commitment.

Upon completion of this option, NEM will have the right to earn back 70% of the project, in two stages, by:

  • Stage 1:

  • Making a cash payment of US$3 million to the Company; and

  • Funding US$6 million in exploration expenditures over three years.

If NEM completes Stage 1 but not Stage 2, the Company will retain 100% of the project and NEM will be granted an additional 0.5% NSR royalty which may be bought back by the Company at fair market value.

  • Stage 2:

  • Delivering a NI 43-101 compliant Prefeasibility Study reflecting a resource of no less than 2 million ounces of gold-equivalent using agreed upon cut-off grades; or

  • o Incurring an additional US$15 million in exploration expenditures over three years.

Page 12

Mirasol Resources Ltd.

Notes to the Condensed Consolidated Interim Financial Statements For the Six Months Ended December 31, 2020 (Expressed in Canadian Funds, except where indicated)

7. Exploration and Evaluation Assets (Cont’d…)

If NEM completes Stage 2, the Company and NEM will hold 30% and 70%, respectively, in a joint venture company holding the project. The Company will then have the option to either fund its 30% interest or reduce it to a 25% interest in exchange for a loan from NEM to fund the project development to commercial production.

f) Rubi Property to joint venture:

On June 19, 2020, the Company signed an agreement with Mine Discovery Fund Pty Ltd (“MDF”), a private Australian company, for the Company’s 100% owned Rubi project in northern Chile.

Mirasol has granted MDF the option to earn-in 80% of the project over 8 years. MDF must complete 2,000m

of drilling on the project over the later of:

  • 18 months from execution of the agreement; or

  • 12 months after receipt of necessary drill permits.

Following the completion of the initial commitment, MDF is required to spend a minimum of US$1 million per year in exploration expenditures over the term of the agreement. In order to exercise the option, MDF must also deliver a positive NI 43-101 compliant Prefeasibility Study on the project.

Mirasol is the operator of the project during the option period and will receive a management fee.

g) Zeus Property

The Company owns a 100% interest in certain mineral claims, which now form part of the Zeus Gold Project located in northern Chile.

During the year ended June 30, 2018, the Company entered into an option agreement to acquire a 100% interest in certain other claims of the Zeus Gold Project. The Company can acquire the claims under option by making staged option payments totalling US$2.747 million over five years and incur US$300,000 in exploration expenditures within three years. The property owner retains a 1.5% NSR royalty. The Company has a right to buy 0.5% of the royalty for US$3 million.

During the period ended December 31, 2020, the Company terminated the option agreement and wrote-off $64,398 in capitalized costs on the project.

Argentina

h) Sascha-Marcelina option to purchase

The Company owns a 100% interest in certain mineral claims, which now form part of the Sascha-Marcelina Gold Project located in Santa Cruz, Argentina.

During the year ended June 30, 2019, the Company entered into an option agreement to acquire a 100% interest in certain other claims now included in the Sascha-Marcelina Project. The Company can acquire the claims under option by making staged option payments totalling US$3.4 million over four years.

The Company has a minimum US$300,000 exploration spending commitment during the three years of the option period. The property owner retains a 1.5% NSR royalty.

Page 13

Mirasol Resources Ltd.

Notes to the Condensed Consolidated Interim Financial Statements For the Six Months Ended December 31, 2020 (Expressed in Canadian Funds, except where indicated)

7. Exploration and Evaluation Assets (Cont’d…)

Option payments are due as follows:

e due as follows:
On signing (paid) US$25,000
On or before January 23, 2020 (paid) US$50,000
On or before January 23, 2021 (paid) US$75,000
On or before January 23, 2022 US$100,000
On or before January 23, 2023 US$3,150,000
Total US$3,400,000

i) Virginia Property option to joint venture:

On May 21, 2020, the Company entered into an option agreement with Silver Sands for the Company’s 100% owned Virginia Silver Project in the Santa Cruz Province of Argentina.

Under the agreement, Mirasol granted Silver Sands the option to acquire 100% of the project over three years by:

  • Making share issuances totalling 19.9% of the shares outstanding (the “S/O”) of Silver Sands upon completion of the option:

  • On signing of the definitive agreement: 9.9% of the S/O (received) (Note 5)

  • o 1[st] anniversary: 5% of the S/O o 2[nd] anniversary: 5% of the S/O

  • 3[rd] anniversary: top up to 19.9% of the S/O (inclusive of the previous issuances)

  • Completing US$6 million in exploration expenditures:

  • Year 1: US$1 million (received)

  • Year 2: US$2 million

  • Year 3: US$3 million

  • Mirasol is the operator of the project during the option period and will receive a management fee.

Upon completion of the option, Silver Sands will have earned a 100% interest in the project and Mirasol will retain a 3% NSR royalty, of which 1% can be bought back by Silver Sands for US$2 million.

j) Homenaje

On December 11, 2020, the Company signed a Letter of Intent (“LOI”) with an arm’s length third party for its Homenaje project in northern Argentina. The LOI is subject to legal due diligence and execution of a definitive agreement. Mirasol has granted to the third party an exclusivity period to allow for these processes to be completed.

Mirasol will grant an option to earn 75% of the project over six years once the third party completes:

  • An initial work program over 2.5 years of US$1.4 million in exploration expenditures, of which US$400,000 must be spent within the first 18 months, including 2,500 m of drilling; and

  • • A NI 43-101 compliant Prefeasibility Study by the end of the option period.

Upon completion of the option, Mirasol and the third party will hold 25% and 75%, respectively, in a participating joint venture company holding the project. If either party’s equity interest is diluted below 10%, it will convert to a 2% net smelter return (“NSR”) royalty.

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Mirasol Resources Ltd. Notes to the Condensed Consolidated Interim Financial Statements For the Six Months Ended December 31, 2020 (Expressed in Canadian Funds, except where indicated)

7. Exploration and Evaluation Assets (Cont’d…)

k) Nico

On December 11, 2020, the Company signed an LOI with an arm’s length third party for its Nico Project in northern Argentina. The LOI is subject to legal due diligence and execution of a definitive agreement. Mirasol has granted to the third party an exclusivity period to allow for these processes to be completed.

Under the LOI, Mirasol will transfer its interest in the Nico property to the third party in return for a 1.5% NSR royalty. Mirasol will have the right to regain full ownership of the property at no cost if production on the property has not commenced by the end of year three.

l) Pipeline Properties:

The Company carries out exploration programs on a number of properties which are prospective for precious and base metals in Chile and Argentina.

m) Advances to/from joint venture partners:

As at December 31, 2020, the Company has $365,238 (2019 - $Nil) of unspent exploration advances.

8. Related Party Transactions

Details of the transactions between the Company’s related parties are disclosed below.

a) Compensation of key management personnel

Key management personnel include persons having the authority and responsibility for planning, directing, and controlling the activities of the Company as a whole.

The remuneration of management and independent directors was as follows:

For the Three Months Ended For the Three Months Ended For the Six Months Ended For the Six Months Ended
December 31, December 31,
2020 2019 2020 2019
Management compensation (i) 55,042 98,866 189,333 201,280
Share-based payments (ii) (165,804) 68,032 (103,708) 128,385
Director’s fees (iii) 16,065 46,500 51,685 93,000
(94,697) 213,398 137,310 422,665
  • i. Management compensation is included in management fees (December 31, 2020 (“2020”) - $62,500; December 31, 2019 (“2019”) - $150,000) and in exploration expenditures (2020 – $126,833; 2019 - $51,280) in the Company’s condensed consolidated interim statements of loss and comprehensive loss.

  • ii. Share-based payments are included in the share-based payments expense in the Company’s condensed consolidated interim statements of loss for the period ended December 31, 2020 and 2019.

iii. The independent directors of the Company are paid $2,100 per month (2019 - $2,100 per month) while the Chairman of the Board of Directors receives an additional $nil per month for serving in this capacity (2019 - $7,100). As of April 1, 2020, members of the Board agreed to a reduced fee of 15% until further notice.

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Mirasol Resources Ltd.

Notes to the Condensed Consolidated Interim Financial Statements For the Six Months Ended December 31, 2020 (Expressed in Canadian Funds, except where indicated)

8. Related Party Transactions (Cont’d…)

b) Transactions with other related parties

Certain of the Company’s officers and directors render services to the Company as sole proprietors or through companies in which they are an officer, director, or partner.

The following companies are related parties through association of the Company’s directors and officers:

Nature of transactions
Miller Thomson Legal fees
Max Pinsky Personal Law Corporation Legal fees
Chase Management Ltd. Professional fees
ManningLee Management Ltd. CFO services

The Company incurred the following fees and expenses with related parties as follows:

For the Three Months Ended For the Six Months Ended For the Six Months Ended
December 31, December 31,
2020 2019 2020 2019
Legal fees $ 18,651 $ 26,431 $ 47,097 $ 61,093
CFO services 7,500 13,500 15,000 27,000
$ 26,151$ 39,931$ 62,097$ 88,093

Included in accounts payable and accrued liabilities at December 31, 2020, is an amount of $33,376 (2019 - $24,462) owing to directors and officers of the Company and to companies where the directors and officers are principals.

9. Share Capital

a) Authorized Share Capital

The Company’s authorized share capital consists of an unlimited number of common shares without par value. All issued common shares are fully paid.

b) Share Issued and Outstanding

For the period ended December 31, 2020:

  • On October 19, 2020, the Company announced its intention to make a normal course issuer bid ("NCIB") to purchase for cancellation, from time to time, as it considers advisable, up to 3,900,000 of its issued and outstanding common shares. The TSX Venture Exchange has approved the commencement of the NCIB, which commenced on October 22, 2020, and will terminate on October 21, 2021, or such earlier time as the NCIB is completed or at the option of the Company.

  • The Company repurchased 174,500 of its common shares under the NCIB for total consideration of $73,093 at a weighted average price of $0.42 per share.

  • The Company cancelled and returned to its treasury 59,500 common shares of the Company that were repurchased under the NCIB during the period ended December 31, 2020. Upon the cancellation, $59,435 was recorded as a reduction to capital stock for the assigned value of the shares, and $36,211 was allocated to reserves.

  • The Company issued 26,665 restricted share units (‘RSUs”).

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Mirasol Resources Ltd. Notes to the Condensed Consolidated Interim Financial Statements For the Six Months Ended December 31, 2020 (Expressed in Canadian Funds, except where indicated)

9. Share Capital (Cont’d…)

For the period ended December 31, 2019:

  • The Company issued 90,000 RSUs upon vesting.

c) Share Purchase Options

The Company has established a share purchase option plan whereby the board of directors may, from time to time, grant options to directors, officers, employees or consultants. Options granted must be exercised no later than five years from the date of grant or such lesser period as determined by the Company’s board of directors. The exercise price of an option is equal to or greater than the closing market price on the TSX Venture Exchange (“TSXV”) on the day preceding the date of grant. The vesting terms for each grant are set by the Board of Directors.

The option plan provides that the aggregate number of shares reserved for issuance under the plan shall not exceed 10% of the total number of issued and outstanding shares. At December 31, 2020, a total of 5,411,604 options were reserved under the option plan with 2,740,000 options outstanding.

i. Movements in share purchase options during the year

A summary of the Company’s share purchase options and the changes for the year are as follows:

Weighted Average
Number of Options Exercise Price
Options outstanding as at June 30, 2019 3,711,876 $1.52
Granted 1,460,000 $0.52
Expired / Forfeited
(746,876)
$2.40
Options outstanding as at June 30, 2020 4,425,000 $1.29
Granted -
$ -
Expired / Forfeited
(1,685,000)
$1.20
Options outstandingas at December 31,2020 2,740,000 $0.95
Options exercisable as at December 31,2020 2,186,667 $1.04

ii. Fair value of share purchase options granted

Total share-based payments for options vested recognised for the period ended December 31, 2020 amounted to $64,208 (June 30, 2019 - $58,335).

No share purchase options were granted during the six months ended December 31, 2020.

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Notes to the Condensed Consolidated Interim Financial Statements For the Six Months Ended December 31, 2020 (Expressed in Canadian Funds, except where indicated)

Mirasol Resources Ltd.

9. Share Capital (Cont’d…)

iii. Share purchase options outstanding at the end of the period

A summary of the Company’s options outstanding as at December 31, 2020 is as follows:

Weighted
Average
Remaining Life
Exercise price Options of Options Options
Expiry Date $ Outstanding (years) Exercisable
April 29, 2021 0.88 340,000 340,000
April 29, 2021 1.38 40,000 40,000
September 12, 2021 1.80 150,000 150,000
July 18, 2021 1.76 60,000 60,000
December 14, 2021 1.10 327,500 327,500
January 31, 2022 1.27 150,000 150,000
January 31, 2023 1.27 600,000 400,000
April 15, 2022 0.68 12,500 12,500
November 8, 2023 0.52 1,010,000 20,000
April 28, 2023 0.40 50,000 16,667
2,740,000 1.83 2,186,667

d) RSU Plan

On April 26, 2018, the shareholders approved an RSU plan (the “RSU Plan”). The RSU plan was also approved by the Board on July 16th, 2018 and by the TSXV on July 17, 2018. The RSU Plan provides for the issuance of up to 1,000,000 restricted share units (the “RSUs”). Under the RSU Plan, RSUs may be granted to directors, officers, employees and consultants of the Company (excluding investor relations consultants) as partial compensation for the services they provide to the Company. The RSU Plan is a fixed number plan, and the number of common shares issued under the RSU Plan, when combined with the number of stock options available under the Company’s stock option plan, will not exceed 10% of the Company’s outstanding common shares.

During the period ended December 31, 2020, the Company granted 26,665 RSU’s (2019 – 90,000). The RSUs vest immediately and the Company issued one common share for each RSU granted. During the period ended December 31, 2020, the Company recognized $10,133 (2019 - $52,200) as share-based payments. As of December 31, 2020, no RSU’s were outstanding (2019 – Nil).

10. Segmented Information

The Company’s business consists of a single reportable segment being mineral property acquisition and exploration. Details on a geographical basis are as follows:

December 31, June 30,
Total Non-Current Assets 2020 2020
Canada $ 255,940 $ 286,400
Argentina 2,191,007 2,163,531
Chile 221,585 308,031
$ 2,668,532 $ 2,757,962

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Mirasol Resources Ltd.

Notes to the Condensed Consolidated Interim Financial Statements For the Six Months Ended December 31, 2020 (Expressed in Canadian Funds, except where indicated)

11. Commitments

  • i. On February 6, 2019, the Company signed a lease for its head office located at 1150 - 355 Burrard Street, Vancouver, British Columbia, effective May 1, 2019 to April 30, 2025. The Company has made a security deposit of $20,000 (Note 4).

The following are the minimum lease payments for the next five years:

Period Amount
In 1 year $77,700
Second year $82,140
Third year $84,360
Fourth year $88,800
Fifth year $29,600

12. Subsequent events

Subsequent to the period ended December 31, 2020, the Company repurchase 41,000 of its common shares under the NCIB and cancelled and returned to its treasury 156,000 common shares.

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