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Mongoose Mining Ltd. Interim / Quarterly Report 2024

Nov 28, 2024

47762_rns_2024-11-28_63b1d140-5c8e-4e96-8750-5b281986dc91.pdf

Interim / Quarterly Report

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MONGOOSE

MINING LTD

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(UNAUDITED)

NOTICE OF NO AUDITOR REVIEW

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

The Company's independent auditor has not performed a review of these condensed interim consolidated financial statements in accordance with standards established by CPA Canada for a review of interim financial statements by an entity's auditor.


MONGOOSE MINING LTD.

Condensed Interim Consolidated Statements of Financial Position
As at September 30, 2024
Unaudited

Expressed in Canadian Dollars Notes September 30, 2024 December 31, 2023
Assets $ $
Current assets
Cash 2,421 61,841
Amounts receivable 318 5,459
Prepaid expenses 10,628 9,328
Total current assets 13,367 76,628
Non-current assets
Exploration and evaluation assets 4 1,483,648 1,476,394
Prepaid expenses 5,000 5,000
Total non-current assets 1,488,648 1,481,394
Total assets 1,502,015 1,558,022
Liabilities
Current liabilities
Accounts payable and accrued liabilities 5 100,173 141,818
Accounts payable due to related parties 5/8 224,061 191,561
Total current liabilities 324,234 333,379
Equity
Share capital 6 2,448,563 2,448,563
Share-based payment reserve 7 173,581 171,671
Deficit (1,444,363) (1,395,591)
Total equity 1,177,781 1,224,643
Total equity and liabilities 1,502,015 1,558,022

Going concern (Note 1)
Commitments and contingencies (Notes 4 and 12)

Approved by the Board of Directors on November 27, 2024 and signed on its behalf by:

/S/ "Matthew Allas"
Director

/S/ "Terence Coughlan"
Director

See accompanying notes to the condensed interim consolidated financial statements

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MONGOOSE MINING LTD.

Condensed Interim Consolidated Statements of Loss and Comprehensive Loss

For the three and nine months ended September 30, 2024 and 2023

Unaudited

Expressed in Canadian Dollars Notes Three months ended Sept. 30, Nine months ended Sept. 30,
2024 2023 2024 2023
General and administrative expenses:
Management compensation 8/9 - - - (9,000)
Share-based compensation 7/9 - (6,824) (1,910) (30,859)
Legal - - - (13,546)
Audit (6,500) (6,500) (21,626) (19,500)
Corporate administration (2,975) (5,521) (9,651) (25,644)
Shareholder administration (4,403) (3,012) (15,585) (21,148)
Total (loss) and comprehensive (loss) for the period (13,878) (21,857) (48,772) (119,697)
(Loss) per share
Basic and diluted (loss) per share (0.000) (0.001) (0.002) (0.004)
Weighted average number of common shares outstanding
Basic and diluted 32,150,295 32,150,295 32,150,295 32,150,295

See accompanying notes to the condensed interim consolidated financial statements


MONGOOSE MINING LTD.

Condensed Interim Consolidated Statements of Changes in Equity

For the nine months ended September 30, 2024 and 2023

Unaudited

Expressed in Canadian Dollars Number of Shares Share Capital Warrants Share-based Payment Reserve Deficit Total
$ $ $ $ $
Balance as at December 31, 2022 32,150,295 2,448,563 130,673 136,645 (1,375,341) 1,340,540
Share-based compensation - - - 30,859 - 30,859
Net (loss) for the period - - - - (119,697) (119,697)
Balance as at September 30, 2023 32,150,295 2,448,563 130,673 167,504 (1,495,038) 1,251,702
Share-based compensation - - - 4,167 - 4,167
Warrants expired unexercised - - (130,673) - 130,673 -
Net (loss) for the period - - - - (31,226) (31,226)
Balance as at December 31, 2023 32,150,295 2,448,563 - 171,671 (1,395,591) 1,224,643
Share-based compensation - - - 1,910 - 1,910
Net (loss) for the period - - - - (48,772) (48,772)
Balance as at September 30, 2024 32,150,295 2,448,563 - 173,581 (1,444,363) 1,177,781

See accompanying notes to the condensed interim consolidated financial statements.


MONGOOSE MINING LTD.

Condensed Interim Consolidated Statements of Cash Flows

For the nine months ended September 30, 2024 and 2023

Unaudited

Expressed in Canadian Dollars Notes Nine months ended Sept. 30,
2024 2023
$ $
Cash flows (used in) operating activities
(Loss) for the period (48,772) (119,697)
Share-based compensation 7 1,910 30,859
(46,862) (88,838)
Movements in working capital
Decrease in amounts receivable 5,140 64,772
(Increase) decrease in prepaids (1,300) 4,204
(Decrease) in accounts payable and accrued liabilities (41,645) (21,855)
Increase in accounts payable due to related parties 32,500 18,700
Net cash (used in) operating activities (52,167) (23,017)
Cash flows (used in) investing activities
Exploration and evaluation expenditures 4 (15,253) (69,799)
Exploration grants received 4 8,000 24,000
Net cash (used in) investing activities (7,253) (45,799)
Net (decrease) in cash (59,420) (68,816)
Cash at the beginning of the period 61,841 85,207
Cash at the end of the period 2,421 16,391

See accompanying notes to the condensed interim consolidated financial statements


MONGOOSE MINING LTD.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(Unaudited, expressed in Canadian dollars)

1. NATURE OF OPERATIONS AND GOING CONCERN

Mongoose Mining Ltd. ("Mongoose" or the "Company") was incorporated on January 16, 2019 under the laws of British Columbia. Effective August 12, 2022, the Company's corporate jurisdiction was continued to Ontario under the Business Corporations Act (Ontario). On November 28, 2019, Mongoose completed its Initial Public Offering (the "IPO") and its common shares commenced trading on the Canadian Securities Exchange (the "CSE") under the symbol "MNG". On November 10, 2021, Mongoose completed a reverse takeover transaction (the "RTO"), pursuant to which it acquired all of the issued and outstanding common shares of the privately held Spark Minerals Inc. ("Spark"). Spark was incorporated under the Nova Scotia Business Registrations Act on August 22, 2017. Mongoose and Spark completed the RTO pursuant to a share exchange agreement dated March 17, 2021 (the "Share Exchange Agreement") and the resulting reporting issuer (the "Company") continued as Mongoose Mining Ltd.

The Company's registered business address is 55 University Ave., Suite 1805, Toronto, Ontario, M5J 2H7.

The Company's principal business activities include the acquisition and exploration of mineral exploration and evaluation assets. As of September 30, 2024, the Company had not yet determined whether the Company's mineral exploration and evaluation assets contain reserves that are economically recoverable. The recoverability of the amounts shown for exploration and evaluations assets is dependent upon the existence of economically recoverable reserves, the ability of the Company to obtain necessary financing to complete the exploration and development of its properties, and upon future profitable production or proceeds from the disposal of properties.

In addition to ongoing working capital requirements, the Company must secure sufficient funding to continue its exploration and development programs. Management is periodically seeking additional financing through the issuance of new equity instruments to continue its operations, and while it has been successful in doing so in the past, there can be no assurance it will be able to do so in the future. Without new funding, the Company may be unable to continue its operations, and amounts realized for assets may be less than amounts reflected in these consolidated financial statements.

Although the Company has taken steps to verify title to its exploration and evaluation properties, in accordance with industry standards for the current stage of exploration of such property, these procedures do not guarantee the Company's title. Property title may be subject to unregistered prior agreements and noncompliance with regulatory and, environmental requirements. The Company's assets may also be subject to increases in taxes and royalties, renegotiation of contracts, currency exchange fluctuations and restrictions and political uncertainty.

These financial statements have been prepared on a going concern basis, which assumes that the Company will be able to continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has assessed its ability to continue as a going concern and as set out below there is material uncertainty that may cast significant doubt about the Company's ability to continue as a going concern.

During the nine months ended September 30, 2024, the Company had continuing losses and had no source of operating cash inflows. Operations have been funded from the issuance of share capital. Given its current stage of operations, the Company's ability to continue as a going concern is contingent on its ability to obtain additional financing. These conditions indicate the existence of a material uncertainty that may cast significant doubt about the Company's ability to continue as a going concern. In the event the Company is unable to raise adequate financing or meet its current obligations, the carrying value of the Company's unproven exploration and evaluation property could be subject to material adjustments. These consolidated financial statements do not reflect the adjustments to carrying values of assets and liabilities that would be necessary if the going concern assumption were inappropriate.

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MONGOOSE MINING LTD.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(Unaudited, expressed in Canadian dollars)

2. BASIS OF PREPARATION

These condensed interim consolidated financial statements reflect the financial position, statement of loss and comprehensive loss, equity and cash flows related to assets and liabilities of the Company and entities controlled by the Company (its subsidiaries).

These condensed interim consolidated financial statements were prepared in accordance with International Accounting Standard 34, Interim Financial Reporting using accounting policies consistent with International Financial Reporting Standards ("IFRS"), as issued by the International Accounting Standards Board on a basis consistent with the accounting policies disclosed in the consolidated financial statements of the Company for the year ended December 31, 2023. The accounting policies set out below were consistently applied to all periods presented, unless otherwise noted.

These condensed interim consolidated financial statements do not include all of the information required for full annual consolidated financial statements and should be read in conjunction with the Company's annual consolidated financial statements for the year ended December 31, 2023, prepared in accordance with IFRS.

These condensed interim consolidated financial statements have been prepared on a historical cost basis, except for those items carried at fair value. In addition, these condensed interim consolidated financial statements have been prepared using the accrual basis of accounting, except cash flow information.

3. SIGNIFICANT ACCOUNTING POLICIES

BASIS OF CONSOLIDATION

These condensed interim consolidated financial statements were prepared on a basis consistent with the accounting policies disclosed in the consolidated financial statements of the Company for the year ended December 31, 2023, as set out in Note 3 thereof.

Basis of consolidation

These condensed interim consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company (its subsidiaries). Control is achieved where the Company has the power to govern the financial and operating policies of an investee entity so as to obtain benefits from its activities.

The results of subsidiaries acquired or disposed of during the period are included in the condensed interim consolidated statement of loss and comprehensive loss from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by the Company. All material intra-Company transactions, balances, income and expenses are eliminated on consolidation.

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MONGOOSE MINING LTD.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(Unaudited, expressed in Canadian dollars)

4. EXPLORATION AND EVALUATION ASSETS

The Company's operations are within the mineral exploration sector and relate principally to exploring and assessing mineral claims of the Cobequid Highlands Project near Londonderry and Mt. Thom, Nova Scotia.

| | Acquisition costs
$ | Exploration costs
$ | Total
$ |
| --- | --- | --- | --- |
| Balance, December 31, 2022 | 77,779 | 1,356,193 | 1,433,972 |
| Additions: | | | |
| Claims registrations | - | 5,680 | 5,680 |
| Geological | - | 12,500 | 12,500 |
| Technical consulting | - | 35,000 | 35,000 |
| Project management | - | 16,619 | 16,619 |
| Grants received | - | (24,000) | (24,000) |
| | - | 45,799 | 45,799 |
| Balance, September 30, 2023 | 77,779 | 1,401,992 | 1,479,771 |
| Additions: | | | |
| Claims registrations | - | (1,260) | (1,260) |
| Geological | - | 39,500 | 39,500 |
| Technical consulting | - | 15,000 | 15,000 |
| Project management | - | 1,983 | 1,983 |
| Grants received | - | (58,600) | (58,600) |
| | - | (3,377) | (3,377) |
| Balance, December 31, 2023 | 77,779 | 1,398,615 | 1,476,394 |
| Additions: | | | |
| Technical consulting | - | 15,253 | 15,253 |
| Grants received | - | (8,000) | (8,000) |
| | - | 7,253 | 7,253 |
| Balance, September 30, 2024 | 77,779 | 1,405,869 | 1,483,648 |

The Company holds a 100% interest in all of its mineral claims, subject to the royalties referred to below.

The Cobequid Highlands Project is subject to a 2% perpetual royalty on the return of economic resources (Note 12).

The grants received are mineral exploration incentive grants from the provinces of Nova Scotia and New Brunswick.

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MONGOOSE MINING LTD.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(Unaudited, expressed in Canadian dollars)

5. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

September 30, 2024 December 31, 2023
$ $
Trade payables 67,127 102,578
Accrued liabilities 33,046 39,240
Amounts due to related parties (Note 8) 224,061 191,561
324,234 333,379

6. SHARE CAPITAL

Share capital consists of an unlimited number of authorized common shares without par value. The following table summarizes the activity in share capital during the periods noted.

Number of Shares Amount
$
Balance at December 31, 2022, 2023 and Sept. 30, 2024 32,150,295 2,448,563

As at September 30, 2024, 3,289,500 (December 31, 2023 – 6,579,000) common shares of the Company held by related parties of Spark were subject to escrow, all of which will be released from escrow on November 19, 2024.

7. SHARE-BASED COMPENSATION

Pursuant to the Company's share-based compensation program, directors may, from time to time, authorize the issuance of options to directors, officers, employees and consultants of the Company, enabling them to acquire up to 10% of the issued and outstanding common shares of the Company. The options can be granted for a maximum term of 10 years and are subject to vesting provisions as determined by the Board of Directors.

On June 1, 2022, the Company granted 900,000 options to directors of the Company, exercisable at $0.30 per share for a five year period. The options vest quarterly over a period of two years. The grant date fair value of these options was estimated at $112,532. The following assumptions were used in calculating the fair value of options granted, using the Black-Scholes option pricing model: expected dividend yield of 0%, expected volatility of 124% determined based on the Company's historical volatility for the same period as the options' life, risk-free interest rate of 0.93%, share price of $0.16 and an expected life of 5 years. In the year ended December 31, 2023, the Company recognized $35,026 (2022 - $75,595) of share-based compensation with respect to these options.

As at September 30, 2024, the Company had the following outstanding stock options.

Number of Options Outstanding Number of Options Exercisable Weighted average Exercise Price Expiry Date
$
360,000 360,000 0.050 September 30, 2025
325,544 325,544 0.285 November 28, 2024
900,000 900,000 0.300 June 1, 2027
1,585,544 1,585,544 0.240

As at September 30, 2024, the weighted average remaining life of outstanding stock options was 1.75 years (December 31, 2023 – 2.5 years)

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MONGOOSE MINING LTD.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(Unaudited, expressed in Canadian dollars)

The following table summarizes stock option activity for the nine months ended September 30, 2024.

Number of options outstanding Estimated Grant Date Fair Value $ Weighted Average Exercise Price $ Expiry Date
Balance, December 31, 2022 and 2023, and September 30, 2024 1,585,544 173,581 0.240

The following table summarizes share-based payment reserve activity for the nine months ended September 30, 2024.

$
Balance, December 31, 2022 136,645
Share based compensation 30,859
Balance, September 30, 2023 167,504
Share based compensation 4,167
Balance, December 31, 2023 171,671
Share based compensation 1,910
Balance, September 30, 2024 173,581

8. BALANCES AND TRANSACTIONS WITH RELATED PARTIES

The following amounts were due to related parties as at September 30, 2024 and December 31, 2023. They are non-interest bearing, unsecured and have no fixed terms of repayment.

September 30, 2024 December 31, 2023
$ $
21Alpha 8,740 8,740
2501023 NS Ltd. 82,800 82,800
Cambridge Financial Services 58,771 58,771
Canadian Manganese Company Inc. 32,500 -
Technology Metals Inc. 41,250 41,250
224,061 191,561

During the nine months ended September 30, 2024, 2501023 NS Ltd., a company controlled by an officer and director of the Company, provided the Company management and geological services on a pro bono basis (2023 - $18,000). Of these services, $Nil was capitalized as exploration and evaluation expenditures during the nine months ended September 30, 2024 (2023 - $9,000).

During the nine months ended September 30, 2024, John Shurko Inc., an entity affiliated with 21Alpha, a significant shareholder of the Company, provided the Company $10,000 of geological services (2023 - $40,000). These services were capitalized as exploration and evaluation expenditures.

During the nine months ended September 30, 2024, Canadian Manganese Company Inc. ("Canadian Manganese") advanced $37,500 to the Company for working capital purposes. Canadian Manganese owns 100% of Technology Metals Inc., which is the largest shareholder of the Company. As at September 30, 2024, the Company owes Technology Metals Inc. $41,250 (2023 - $41,250). The amounts owing by the Company to Canadian Manganese and Technology Metals Inc. are unsecured, non-interest bearing and due on demand.

The Company is subject to a 2% perpetual royalty on the return of economic resources relating to the Cobequid Highlands Project, payable to Technology Metals Inc., John Shurko Inc., and Gravel Developments Inc. See Notes 4 and


MONGOOSE MINING LTD.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(Unaudited, expressed in Canadian dollars)

  1. Technology Metals Inc. (a subsidiary of Canadian Manganese Company Inc.) owns approximately 40.5% of the Company. Gravel Developments Inc. is a company owned by Jimmy Gravel. Jimmy Gravel owns 50% of 21Alpha Resources Inc., which in turn owns approximately 20% of the Company.

9. COMPENSATION OF KEY MANAGEMENT PERSONNEL

The remuneration of directors and other key management personnel (i) during the nine months ended September 30, 2024 and 2023 was as follows:

Nine months ended September 30,
2024 2023
$ $
Short-term compensation (ii) - 18,000
Share based compensation (iii) 1,910 30,859
1,910 48,859

(i) In accordance with IAS 24, key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Company directly or indirectly, including any directors (executive and non-executive) of the Company.

(ii) Short-term compensation includes cash based salaries, bonuses and allowances, employment benefits and directors' fees.

(iii) Share-based compensation includes stock option expense recognized during the period.

In the nine months ended September 30, 2023, $9,000 of short-term compensation of key management personnel included in the table above was capitalized as exploration and evaluation expenditures.

As at September 30, 2024, $72,000 (before tax) (December 31, 2023 - $72,000) of short-term compensation remained payable to key management personnel and is recorded in accounts payable to related parties. This amount is unsecured, non-interest bearing and due on demand.

10. FINANCIAL INSTRUMENTS

As all financial assets and liabilities are short-term, the carrying values are considered a reasonable approximation of fair value. The Company is exposed to various risks in relation to financial instruments, which are the same as the risks in the prior year. Following is a summary of the most significant financial risks.

(a) CREDIT RISK

Cash and amounts receivable are exposed to credit risk. The Company maintains its cash invested in demand deposits at a major Canadian bank. The amounts receivable consist of harmonized sales taxes due from the Government of Canada. The Company believes that exposure to credit risk is low.

(b) LIQUIDITY RISK

Liquidity risk is the risk that the Company will encounter difficulty in meeting its financial obligations as they become due. The Company manages its liquidity risk by forecasting cash flows required by operations and anticipated investing and financing activities. The Company's liquidity and operating results may be adversely affected if the Company is not


MONGOOSE MINING LTD.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(Unaudited, expressed in Canadian dollars)

able to raise additional funds through financings. On September 30, 2024, the Company had cash of $2,421 to settle current liabilities of $324,234.

(c) INTEREST RATE RISK

The Company is not exposed to significant interest rate risk due to the short-term maturity of its monetary assets and liabilities.

(d) CURRENCY RISK

The Company has no significant financial risk related to the fluctuation of foreign exchange rates. The Company operates in Canada and its functional currency is the Canadian Dollar. Cash is held in Canadian dollars and virtually all the Company's costs are denominated in Canadian dollars.

(e) COMMODITY PRICE RISK

The ability of the Company to develop its mineral properties and the future profitability of the Company is directly related to the market price of certain minerals and metals.

  1. CAPITAL MANAGEMENT

The capital of the Company consists primarily of its shareholders' equity.

The Company's objective when managing capital is to maintain adequate levels of funding, done primarily through equity financing, to support the exploration, development and exploration of mineral properties and to maintain the necessary corporate and administrative functions to facilitate these activities. Future financings are dependent on market conditions and there can be no assurance the Company will be able to raise funds in the future. All equity financings require the approval of the Board of Directors.

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

There were no significant changes to the Company's approach to capital management during the nine months ended September 30, 2024 and 2023.

  1. COMMITMENTS AND CONTINGENCIES

The Company's mineral and exploration activities are subject to various laws and regulations governing the protection of the environment. These laws and regulations are continually changing and generally becoming more restrictive. The Company believes its operations are materially in compliance with all applicable laws and regulations. The Company has made, and expects to make in the future, expenditures to comply with such laws and regulations.

As part of the purchase of certain mineral claims relating to the Cobequid Highlands Project (Note 4), the Company is party to a royalty agreement with Technology Metals Inc., John Shurko Inc. and Gravel Developments Inc. to pay a 2% perpetual royalty on the return of economic resources found in relation to the claims. Under the terms of this agreement the 2% royalty will be split 65% to Technology Metals Inc., 17.5% to John Shurko Inc. and 17.5% to Gravel Developments Inc. As the triggering event has not occurred, no provision has been made in the consolidated financial statements.

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