Nobel Resources Corp. — Audit Report / Information 2023

Apr 25, 2024

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Nobel Resources Corp.

Consolidated Financial Statements

For the years ended December 31, 2023 and 2022

(Expressed in Canadian Dollars)

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Independent Auditor’s Report

To the Shareholders of Nobel Resources Corp.

Opinion

We have audited the consolidated financial statements of Nobel Resources Corp. and its subsidiaries (the “Company”), which comprise the consolidated statements of financial position as at December 31, 2023 and 2022, and the consolidated statements of loss and comprehensive loss, consolidated statements of changes in shareholders’ equity (deficiency) and consolidated statements of cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as at December 31, 2023 and 2022, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with International Financial Reporting Standards (“IFRS”).

Basis for opinion

We conducted our audit in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the consolidated financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the consolidated financial statements in Canada. We have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Material uncertainty related to going concern

We draw attention to Note 1 in the consolidated financial statements, which indicates that the Company has a working capital deficiency and a deficit as at December 31, 2023 and has a need for financing. As stated in Note 1, these events or conditions, along with other matters as set forth in Note 1, indicate that material uncertainties exist that cast significant doubt on the Company’s ability to continue as a going concern. Our opinion is not modified in respect of this matter.

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Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Except for the matter described in Material uncertainty related to going concern section, we have determined that there were no additional key audit matters to communicate in our report.

Other information

Management is responsible for the other information. The other information comprises Management’s Discussion and Analysis.

Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.

We obtained Management’s Discussion and Analysis prior to the date of this auditor’s report. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of management and those charged with governance for the consolidated financial statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with IFRS, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Company’s financial reporting process.

Auditor’s responsibilities for the audit of the consolidated financial statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to

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issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Canadian generally accepted auditing standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgement and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risks of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

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From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partner of the audit resulting in this independent auditor’s report is Jessica Glendinning.

McGovern Hurley LLP

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Chartered Professional Accountants Licensed Public Accountants

Toronto, Ontario April 23, 2024

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Nobel Resources Corp. Consolidated Statements of Financial Position

Expressed in Canadian Dollars

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December 31, December 31,
As at: 2023 2022
Note $ $
ASSETS
Current
Cash 415,026 841,075
Amounts receivable 4 17,236 299,744
Prepaid expenses and advances 15,178 11,157
Total assets 447,440 1,151,976
LIABILITIES
Current liabilities
Accounts payable and accrued liabilities 10 949,136 817,598
Total liabilities 949,136 817,598
SHAREHOLDERS' EQUITY/(DEFICIENCY)
Common shares 6 14,311,946 14,311,946
Warrant reserve 7 1,557,256 1,953,968
Option reserve 7 3,240,610 3,544,145
Deficit (19,611,508) (19,475,681)
Total shareholders' equity/(deficiency) (501,696) 334,378
Total liabilities and shareholders' equity/(deficiency) 447,440 1,151,976
Nature of operations and going concern (Note 1)
Commitments and contingencies (Note 13)
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Nature of operations and going concern (Note 1) Commitments and contingencies (Note 13) Subsequent events (Note 14)

Approved on behalf of the Board of Directors on April 23, 2024:

Signed: “Lawrence Guy” , Director

Signed: “Paul Pint” , Director

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

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Nobel Resources Corp. Consolidated Statements of Loss and Comprehensive Loss Expressed in Canadian Dollars

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Year ended
December 31,
2023 2022
Note $ $
Expenses
Exploration and evaluation expenses 5 527,961 2,134,652
Consulting and management fees 10 1,027,018 873,222
Professional fees 106,537 85,747
Amortization - 3,583
Shareholder communication and filing fees 80,102 129,314
Promotion 25,040 134,872
Travel expenses 11,975 5,391
Office expenses 58,441 62,440
(Loss) for the year before other items (1,837,074) (3,429,221)
Other items
Gain on settlement of liabilities 10 965,896 -
Interest income 13,470 -
-
Interest expense (44)
Foreign exchange gain 21,634 79,451
Net (loss) for the year (836,074) (3,349,814)
Basic and diluted (loss) per share $ (0.01) $ (0.04)
Weighted average number of
common shares outstanding
Basic and Diluted 77,132,117 77,132,117
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The accompanying notes are an integral part of these consolidated financial statements.

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Nobel Resources Corp.

Consolidated Statements of Changes in Shareholders’ Equity/(Deficiency) Expressed in Canadian Dollars

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Number of Common Warrant Option Shareholders'
shares Shares Reserve Reserve Deficit equity/(deficiency)
# $ $ $ $ $
Balance, December 31, 2021 77,132,117 14,311,946 1,954,285 3,544,145 (16,126,184) 3,684,192
Warrants expired unexercised (note 7) - - (317) - 317 -
Loss and comprehensive loss - - - - (3,349,814) (3,349,814)
Balance, December 31, 2022 77,132,117 14,311,946 1,953,968 3,544,145 (19,475,681) 334,378
Warrants expired unexercised (note 7) - - (396,712) - 396,712 -
Options expired unexercised (note 7) - - - (303,535) 303,535 -
Loss and comprehensive loss - - - - (836,074) (836,074)
Balance, December 31, 2023 77,132,117 14,311,946 1,557,256 3,240,610 (19,611,508) (501,696)
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The accompanying notes are an integral part of these consolidated financial statements.

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Nobel Resources Corp. Consolidated Statements of Cash Flows Expressed in Canadian Dollars

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Year ended
December 31,
2023 2022
$ $
Cash (used in)/provided by:
Operating activities
Net loss (836,074) (3,349,814)
Items not involving cash:
Gain on settlement of liabilities (965,896) -
Amortization - 3,583
Interest payable - 44
Changes in non-cash working capital 1,375,921 116,014
Net cash flows (used in) operating activities (426,049) (3,230,173)
Financing activities
Principal payments on lease liability - (3,780)
Net cash flows (used in) financing activities - (3,780)
Net (decrease) in cash during year (426,049) (3,233,953)
Cash, beginning of year 841,075 4,075,028
Cash, end of year 415,026 841,075
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The accompanying notes are an integral part of these consolidated financial statements.

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Nobel Resources Corp. Notes to the Consolidated Financial Statements For the years ended December 31, 2023 and 2022 Expressed in Canadian Dollars

1. NATURE OF OPERATIONS AND GOING CONCERN

Nobel Resources Corp. (the “Company”, or “Nobel”) was incorporated on August 20, 2020 under the laws of the Province of Ontario. The Company commenced trading as a Tier 2 Mining Issuer on the TSX Venture Exchange (“TSXV") on April 20, 2021 under the trading symbol “NBLC”. The Company also trades on the OTCQB Venture Market in the United States under the symbol “NBTRF”.

The Company owns the following subsidiaries:

• A 100% interest in Grupo Los Nogales S.A. (“Nobel Panama”), a company incorporated on July 20, 2010 in Panama which in turn owns 100% of Mantos Grandes Resources Chile SpA, a company incorporated on June 22, 2018 in the Republic of Chile.

The Company is currently engaged in the acquisition, exploration and development of mineral properties. The head office and principal address of the Company is 36 Lombard Street, 4[th] Floor, Toronto, Ontario, M5C 2X3.

The business of exploring for minerals involves a high degree of risk and there can be no assurance that the current exploration programs will result in profitable operations.

The recoverability of exploration and evaluation expenditures is dependent upon the establishment of a sufficient quantity of economically recoverable reserves, the ability of the Company to obtain necessary financing to complete development, and upon future profitable production or proceeds from the disposition of property interests.

Although the Company takes steps to verify title to the properties on which it is conducting exploration activities, these procedures do not guarantee the Company’s title. Property title may be subject to government licensing requirements or regulations, social licensing requirements, unregistered prior agreements, unregistered claims and non-compliance with regulatory and environmental requirements. The Company’s exploration property interests may also be subject to increases in taxes and royalties, renegotiation of contracts, currency exchange fluctuations and restrictions, and political uncertainty.

The Company is an exploration company that is not currently engaged in exploration activities. See Note 5. The Company continues to seek and evaluate opportunities in an effort to reactivate its business and build shareholder value.

At December 31, 2023, the Company had a working capital deficiency of $501,696 (December 31, 2022working capital of $334,378), and a deficit of $19,611,508 (December 31, 2022- $19,475,681). The Company has a need for equity financing for working capital and for exploration and development of its properties. Because of continuing operating losses, the Company's continuance as a going concern is dependent upon its ability to obtain adequate financing and to reach profitable levels of operation. It is not possible to predict whether financing efforts will be successful or if the Company will attain profitable levels of operation. Material uncertainties as mentioned above cast significant doubt upon the Company’s ability to continue as a going concern.

These consolidated financial statements have been prepared using accounting policies applicable to a going concern, which contemplates the realization of assets and settlement of liabilities in the normal course of operations. Accordingly, they do not give effect to adjustments that would be necessary should the Company be unable to continue as a going concern and therefore be required to realize its assets and liquidate its liabilities and commitments in other than the normal course of business and at amounts different from those in the accompanying financial statements. Such adjustments could be material.

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Nobel Resources Corp. Notes to the Consolidated Financial Statements For the years ended December 31, 2023 and 2022 Expressed in Canadian Dollars

2. BASIS OF PRESENTATION

Statement of compliance

These consolidated financial statements have been prepared in accordance with the International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and include interpretations of the International Financial Reporting Interpretations Committee (“IFRIC”).

Basis of presentation

These consolidated financial statements have been prepared using the accrual basis of accounting, except for cash flow information, and have been prepared using the historical cost basis. Furthermore, these consolidated financial statements are presented in Canadian dollars, which is the functional currency of the Company and its subsidiaries.

Subsidiaries consist of entities over which the Company is exposed to, or has rights to, variable returns as well as the ability to affect those returns through the power to direct the relevant activities of the entity. Generally, the Company has a shareholding of more than one half of the voting rights in its subsidiaries. The effects of potential voting rights that are currently exercisable are considered when assessing whether control exists. Subsidiaries are fully consolidated from the date control is transferred to the Company and are de-consolidated from the date control ceases. The financial statements include all the assets, liabilities, revenues, expenses and cash flows of the Company and its subsidiaries after eliminating inter-entity balances and transactions.

The Company has a 100% interest in Grupo Los Nogales S.A. (“Nobel Panama”), a company incorporated on July 20, 2010 in Panama which in turn owns 100% of Mantos Grandes Resources Chile SpA (“Nobel Chile”), a company incorporated on June 22, 2018 in the Republic of Chile. The Company acquired control of Nobel Panama and its subsidiary on September 18, 2020.

Approval of the consolidated financial statements

These consolidated financial statements of the Company for the years ended December 31, 2023 and 2022 were reviewed, approved and authorized for issue by the Board of Directors of the Company on April 23, 2024.

3. SIGNIFICANT ACCOUNTING POLICIES

Critical judgements and estimation uncertainties

The preparation of financial statements in conformity with IFRS requires the Company’s management to make judgments, estimates and assumptions about future events that affect the amounts reported in the financial statements and related notes to the financial statements. Although these estimates are based on management’s best knowledge of the amount, event or actions, actual results may differ from those estimates.

The areas which require management to make significant judgments, estimates and assumptions in determining carrying values include, but are not limited to:

Income, value added, withholding and other taxes

The Company is subject to income, value added, withholding and other taxes. Significant judgment is required in determining the Company’s provisions for taxes. There are many transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. The Company recognizes liabilities for anticipated tax audit issues based on estimates of whether additional taxes will be due. The determination of the Company’s income, value added, withholding and other tax liabilities requires interpretation of complex laws and regulations.

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Nobel Resources Corp. Notes to the Consolidated Financial Statements For the years ended December 31, 2023 and 2022 Expressed in Canadian Dollars

3. SIGNIFICANT ACCOUNTING POLICIES (continued)

Critical judgments and estimation uncertainties (continued)

Income, value added, withholding and other taxes (continued)

The Company’s interpretation of taxation law as applied to transactions and activities may not coincide with the interpretation of the tax authorities. All tax related filings are subject to government audit and potential reassessment subsequent to the financial statement reporting period. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the tax related accruals and deferred income tax provisions in the period in which such determination is made.

Share-based payments

Management determines costs for share-based payments using market-based valuation techniques. The fair value of the market-based share awards is determined at the date of grant using generally accepted valuation techniques. Assumptions are made and judgment used in applying valuation techniques. These assumptions and judgments include estimating the future volatility of the stock price, expected dividend yield, future employee turnover rates and future employee stock option exercise behaviors and corporate performance. Such judgments and assumptions are inherently uncertain. Changes in these assumptions affect the fair value estimates.

Contingencies (see Note 13)

Financial Assets and Liabilities

Financial Assets

Initial recognition and measurement

Non-derivative financial assets within the scope of IFRS 9 are classified and measured as “financial assets at fair value”, as either fair value through profit or loss (“FVPL”) or fair value through other comprehensive income (“FVOCI”), and “financial assets at amortized costs”, as appropriate. The Company determines the classification of financial assets at the time of initial recognition based on the Company’s business model and the contractual terms of the cash flows.

All financial assets are recognized initially at fair value plus, in the case of financial assets not at FVPL, directly attributable transaction costs on the trade date at which the Company becomes a party to the contractual provisions of the instrument.

Subsequent measurement- financial assets at amortized cost

After initial recognition, financial assets measured at amortized cost are subsequently measured at the end of each reporting period at amortized cost using the Effective Interest Rate (“EIR”) method. Amortized cost is calculated by taking into account any discount or premium on acquisition and any fees or costs that are an integral part of the EIR. The EIR amortization is included in the statements of loss. The Company’s cash and amounts receivable are recorded at amortized cost.

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Nobel Resources Corp. Notes to the Consolidated Financial Statements For the years ended December 31, 2023 and 2022 Expressed in Canadian Dollars

3. SIGNIFICANT ACCOUNTING POLICIES (continued)

Financial Assets (continued)

Subsequent measurement – financial assets at FVPL

Financial assets measured at FVPL include financial assets management intends to sell in the short term and any derivative financial instrument that is not designated as a hedging instrument in a hedge relationship. Financial assets measured at FVPL are carried at fair value in the statements of financial position with changes in fair value recognized in other income or expense in the statements of earnings (loss). The Company does not measure any financial assets at FVPL.

Subsequent measurement – financial assets at FVOCI

Financial assets measured at FVOCI are non-derivative financial assets that are not held for trading and the Company has made an irrevocable election at the time of initial recognition to measure the assets at FVOCI. The Company does not measure any financial assets at FVOCI.

After initial measurement, investments measured at FVOCI are subsequently measured at fair value with unrealized gains or losses recognized in other comprehensive income or loss in the statements of comprehensive income (loss). When the investment is sold, the cumulative gain or loss remains in accumulated other comprehensive income or loss and is not reclassified to profit or loss.

Dividends from such investments are recognized in other income in the consolidated statements of loss when the right to receive payments is established.

Derecognition

A financial asset is derecognized when the contractual rights to the cash flows from the asset expire, or the Company no longer retains substantially all the risks and rewards of ownership.

Impairment of financial assets

The Company’s only financial assets subject to impairment are amounts receivable, which are measured at amortized cost. The Company has elected to apply the simplified approach to impairment as permitted by IFRS 9, which requires the expected lifetime loss to be recognized at the time of initial recognition of the receivable. To measure estimated credit losses, amounts receivable have been grouped based on shared credit risk characteristics, including the number of days past due. An impairment loss is reversed in subsequent periods if the amount of the expected loss decreases, and the decrease can be objectively related to an event occurring after the initial impairment was recognized.

Financial Liabilities

Initial recognition and measurement

Financial liabilities are measured at amortized cost, unless they are required to be measured at FVPL as is the case for held for trading or derivative instruments, or the Company has opted to measure the financial liability at FVPL. The Company’s financial liabilities include accounts payable and accrued liabilities, which are measured at amortized cost. All financial liabilities are recognized initially at fair value.

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Nobel Resources Corp. Notes to the Consolidated Financial Statements For the years ended December 31, 2023 and 2022 Expressed in Canadian Dollars

3. SIGNIFICANT ACCOUNTING POLICIES (continued)

Financial Liabilities (continued)

Subsequent measurement – financial liabilities at amortized cost

After initial recognition, financial liabilities measured at amortized cost are subsequently measured at the end of each reporting period at amortized cost using the EIR method. Amortized cost is calculated by taking into account any discount or premium on acquisition and any fees or costs that are an integral part of the EIR. The EIR amortization is included in the consolidated statements of loss.

Derecognition

A financial liability is derecognized when the obligation under the liability is discharged, cancelled or expires with any associated gain or loss recognized in other income or expense in the consolidated statements of loss.

Fair value of financial instruments

The fair value of financial instruments that are traded in active markets at each reporting date is determined by reference to quoted market prices or dealer price quotations. For financial instruments not traded in an active market, the fair value is determined using appropriate valuation techniques. Such techniques may include using recent arm’s length market transactions; reference to the current fair value of another instrument that is substantially the same; discounted cash flow analysis or other valuation models.

Exploration and evaluation properties

All expenditures on exploration and evaluation activities, including costs incurred to acquire and secure exploration property licenses, are recorded as exploration and evaluation expenses until it has been established that a mineral property is commercially viable.

Development assets

When economically viable reserves have been determined and the decision to proceed with development has been approved, the expenditures related to development and construction are capitalized as construction-inprogress and classified as a component of property, plant and equipment. Costs associated with the commissioning of new assets incurred in the period before they are operating in the way intended by management are capitalized. Development expenditure is net of the proceeds of the sale of metals from ore extracted during the development phase. Interest on borrowings related to the construction and development of assets are capitalized until substantially all the activities required to make the asset ready for its intended use are complete.

Common shares

Common shares are classified as equity. Transaction costs directly attributable to the issue of common shares, including warrants and share options are recognized as a deduction from equity, net of any tax effects.

Foreign currency translation

The presentation and functional currency of the Company and its subsidiaries is the Canadian dollar. Transactions in currencies other than the functional currency are recorded at the rates of exchange prevailing on the dates of the transactions. At each reporting date, monetary assets and liabilities that are denominated in foreign currencies are translated at the rates prevailing at the date of the statement of financial position. Exchange differences are recognized in operations in the period in which they arise.

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Nobel Resources Corp. Notes to the Consolidated Financial Statements For the years ended December 31, 2023 and 2022 Expressed in Canadian Dollars

3. SIGNIFICANT ACCOUNTING POLICIES (continued)

Income taxes

Any income tax on profit or loss for the period presented comprises current and deferred tax. Income tax is recognized in profit or loss except to the extent that it relates to items recognized directly in equity or other comprehensive loss, in which case the income tax is recognized in equity or other comprehensive loss.

Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted, or substantively enacted, at the end of the reporting period, and any adjustment to tax payable in respect of previous years. Current tax assets and current tax liabilities are only offset if a legally enforceable right exists to set off the amounts, and the Company intends to settle on a net basis, or to realize the asset and settle the liability simultaneously.

Deferred tax is provided for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Temporary differences are not provided for the initial recognition of assets or liabilities that affect neither accounting nor taxable profit. The amount of deferred tax provided is based on the expected manner of realization or settlement of the carrying amount of assets and liabilities, on a non-discounted basis using tax rates at the end of the reporting period applicable to the period of expected realization. A deferred tax asset is recognized only to the extent that it is probable that future taxable profits will be available against which the asset can be utilized.

Share-based payments

Equity-settled share-based payments to employees and others providing similar services are measured at the fair value of the equity instruments at the grant date. Details regarding the determination of the fair value of equity-settled share-based transactions are set out in the equity reserves note (Note 7).

The fair value determined at the grant date of the equity-settled share-based payments is expensed on a graded vesting basis over the period during which the employee becomes unconditionally entitled to equity instruments, based on the Company’s estimate of equity instruments that will eventually vest. At the end of each reporting period, the Company revises its estimate of the number of equity instruments expected to vest. The impact of the revision of the original estimates, if any, is recognized in profit or loss such that the cumulative expense reflects the revised estimate, with a corresponding adjustment to the equity reserve.

Equity-settled share-based payment transactions with parties other than employees are measured at the fair value of the goods or services received, except where that fair value cannot be estimated reliably, in which case they are measured at the fair value of the equity instruments granted, measured at the date the entity obtains the goods or the counterparty renders the service.

For those options and warrants that expire after vesting, the recorded value is transferred to deficit.

Loss per share

The Company presents basic and diluted loss per share data for its common shares, calculated by dividing the loss attributable to common shareholders of the Company by the weighted average number of common shares outstanding during the period. The diluted loss per share calculation assumes that any proceeds from the exercise of dilutive stock options and warrants would be used to repurchase common shares at the average market price during the period, with the incremental number of shares being included in the denominator of the diluted loss per share calculation. Diluted loss per share does not adjust the loss attributable to common shareholders or the weighted average number of common shares outstanding when the effect is anti-dilutive. All the Company’s outstanding options and warrants were anti-dilutive for the years ended December 31, 2023 and 2022.

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Nobel Resources Corp. Notes to the Consolidated Financial Statements For the years ended December 31, 2023 and 2022 Expressed in Canadian Dollars

3. SIGNIFICANT ACCOUNTING POLICIES (continued)

Impairment of non-financial assets

The carrying values of right-of-use assets are assessed for impairment when indicators of such impairment exist. If any indication of impairment exists an estimate of the asset’s recoverable amount is calculated. The recoverable amount is determined as the higher of the fair value less costs to sell for the asset and the asset’s value in use.

Impairment is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets. If this is the case, the individual assets of the Company are grouped together into cash generating units (“CGUs”) for impairment purposes. Such CGUs represent the lowest level for which there are separately identifiable cash inflows that are largely independent of the cash flows from other assets or other groups of assets. This generally results in the Company evaluating its non-financial assets on a geographical basis.

If the carrying amount of the asset exceeds its recoverable amount, the asset is impaired, and an impairment loss is charged to loss to reduce the carrying amount to its recoverable amount.

A previously recognized impairment loss is reversed only if there has been a change in the estimates used to determine the asset’s recoverable amount since the last impairment loss was recognized. If this is the case, the carrying amount of the asset is increased to its recoverable amount. The increased amount cannot exceed the carrying amount that would have been determined, net of depreciation/amortization, had no impairment loss been recognized for the asset in prior years. Such a reversal is recognized in loss.

Rehabilitation provisions

The Company records the present value of estimated costs of legal and constructive obligations required to restore operating locations in the period in which the obligation is incurred. The nature of these restoration activities includes dismantling and removing structures, rehabilitating mines and tailings dams, dismantling operating facilities, closure of plant and waste sites, and restoration, reclamation and re-vegetation of affected areas.

The obligation generally arises when the asset is installed, or the ground / environment is disturbed at the production location. When the liability is initially recognized, the present value of the estimated cost is capitalized by increasing the carrying amount of the related mining assets to the extent that it was incurred prior to the production of related ore. If incurred while exploration and evaluation activities were taking place, amounts are expensed. Over time, the discounted liability is increased for the change in present value based on the discount rates that reflect current market assessments and the risks specific to the liability. The periodic unwinding of the discount is recognized in operations as a finance cost. Additional disturbances or changes in rehabilitation costs will be recognized as additions or charges to the corresponding assets and rehabilitation liability when they occur. For closed sites, changes to estimated costs are recognized immediately in loss.

The Company does not currently have any such significant legal or constructive obligations and therefore, no rehabilitation provision has been recorded as at December 31, 2023 and 2022.

New accounting policies

Certain new standards, interpretations, amendments and improvements to existing standards were issued by IASB or IFRIC that are mandatory for accounting periods beginning on or after January 1, 2023. Updates that are not applicable or are not consequential to the Company have been excluded thereof. The following have been adopted:

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Nobel Resources Corp. Notes to the Consolidated Financial Statements For the years ended December 31, 2023 and 2022 Expressed in Canadian Dollars

3. SIGNIFICANT ACCOUNTING POLICIES (continued)

New accounting policies (continued)

On January 1, 2023, amendments to IAS 1- Presentation of Financial Statements (“IAS 1”) came into effect. The amendments did not have a significant impact on the consolidated financial statements.

On January 1, 2023, amendments related to recognition of taxable and deductible temporary differences under IAS 12- Income Taxes (“IAS 12”) came into effect. The amendments did not have a significant impact on the consolidated financial statements.

On January 1, 2023, amendments related to the definition of accounting estimates under IAS 8 – Definition of Accounting Estimates (“IAS 8”) came into effect. The amendments did not have a significant impact on the consolidated financial statements.

Future accounting changes

Certain new standards, interpretations, amendments and improvements to existing standards were issued by IASB or IFRIC that are mandatory for accounting periods beginning on or after January 1, 2024. Updates that are not applicable or are not consequential to the Company have been excluded thereof. The following have not yet been adopted and are being evaluated to determine their impact on the consolidated financial statements.

IAS 1 – Presentation of Financial Statements (“IAS 1”) was revised in January 2020 and July 2020 to (i) clarify that the classification of liabilities as current or non-current should be based on rights that are in existence at the end of the reporting period and align the wording in all affected paragraphs to refer to the right to defer settlement by at least twelve months and make explicit that only rights in place “at the end of the reporting period” should affect the classification of a liability; (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 refers to the transfer to the counterparty of cash, equity instruments, other assets or services. The amendments are effective for annual reporting periods beginning on or after January 1, 2024.

IFRS 7 – Financial Instruments: Disclosures (“IFRS 7”) was amended in May 2023 to add disclosure requirements, and “signposts” within existing disclosure requirements, that would ask entities to provide qualitative and quantitative information about supplier finance arrangements. The amendments are effective for annual reporting periods beginning on or after January 1, 2024.

4. AMOUNTS RECEIVABLE

	December	31, 2023	December	31, 2022
	$		$
Sales taxes receivable- Canada		17,236		291,685
Other receivables		-		8,059
		17,236		299,744

12

Nobel Resources Corp. Notes to the Consolidated Financial Statements For the years ended December 31, 2023 and 2022 Expressed in Canadian Dollars

5. EXPLORATION AND EVALUATION EXPENDITURES

Pircas Verdes Property, Chile

On November 9, 2022, the Company entered into a definitive option agreement to acquire 100% interest in the Pircas Verdes Project (“Pircas Verdes”), a property in Coquimbo, Chile.

To fully exercise the option, the Company was required to make the following payments:

• USD$50,000 in cash on the date the option agreement is registered with the Chilean mining authority (paid November 22, 2022).

• USD$200,000 in cash on November 22, 2023;

• USD$250,000 in cash on November 22, 2024;

• USD$500,000 in cash on November 22, 2025;

• USD$1,000,000 in cash on November 22, 2026; and

• USD$2,000,000 in cash on November 22, 2027.

On October 10, 2023, after reviewing preliminary exploration results, the Company withdrew from its option to acquire the Pircas Verdes project.

Algarrobo Property, Chile

On December 14, 2020, the Company signed an option agreement between a wholly owned subsidiary of the Company, Mantos Grandes Resources Chile SpA and Minera Caldera SCM, an arm’s length corporation, whereby the Company had the option, subject to certain conditions therein, to obtain a 100% interest in the mining rights associated with the Algarrobo Property.

On February 6, 2023, the Company terminated the option agreement to acquire the Algarrobo project.

La Salvadora Property, Chile

On September 24, 2021, the Company’s wholly owned subsidiary, Mantos Grandes Resources Chile SpA, entered into a definitive option agreement to acquire a 100% interest in the mining rights associated with the La Salvadora Project.

On November 24, 2022, after reviewing the technical results to that date, the Company elected to withdraw from its option to acquire the La Salvadora project.

Exploration and evaluation expenditures for the years ended December 31, 2023 and 2022 were as follows:

			Year ended December	Year ended December	Year ended December	31, 2023
		Algarrobo		Salvadora	Pircas Verdes			Total
Drilling	$	-	$	-	$	-	$	-
Topographic surveys		-		-		96,572		96,572
Laboratory analysis		-		-		5,799		5,799
Field supplies		-		-		10,399		10,399
Professional fees		-		-		74,994		74,994
Land management fees, taxes and permits		-		-		28,564		28,564
Project overhead costs		23,971		-		287,662		311,633
Total exploration and evaluation expenses	$	23,971	$	-	$	503,990	$	527,961

13

Nobel Resources Corp. Notes to the Consolidated Financial Statements For the years ended December 31, 2023 and 2022 Expressed in Canadian Dollars

5. EXPLORATION AND EVALUATION EXPENDITURES (continued)

			Year ended December	Year ended December	Year ended December	31, 2022
		Algarrobo		Salvadora	Pircas Verdes			Total
Property option payments	$	-	$	108,352	$	67,720	$	176,072
Drilling		514,984		558,539		-		1,073,523
Topographic surveys		148,756		43,564		54,146		246,466
Laboratory analysis		66,332		-		-		66,332
Field supplies		24,012		13,631		2,776		40,419
Professional fees		13,134		27,676		26,758		67,568
Land management fees, taxes and permits		62,824		9,563		-		72,387
Project overhead costs		176,339		137,173		78,373		391,885
Total exploration and evaluation expenses	$	1,006,381	$	898,498	$	229,773	$	2,134,652

6. COMMON SHARES

Authorized

At December 31, 2023 and 2022, the authorized share capital consisted of an unlimited number of common shares without par value.

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Number of shares
outstanding Amount
Balance, December 31, 2021, 2022 and 2023 77,132,117 14,311,946
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7. EQUITY RESERVES

Warrants

The changes in warrants issued during the years ended December 31, 2023 and 2022 are as follows:

	Weighted Value Number of average of warrants exerciseprice warrants Balance, December 31, 2021 7,866,821 0.55 $ 1,954,285 $ Expired,October 2022 (5,200) 0.10 (317) Balance, December 31, 2022 7,861,621 0.55 $ 1,953,968 $ Expired, January 2023 (1,541,400) 0.40 (373,000) Expired February2023 (98,000) 0.40 (23,712) Balance, December 31, 2023 6,222,221 0.58 $ 1,557,256 $

During the year ended December 31, 2023, 1,639,400 of the Company’s warrants expired (2022: 5,200), and $396,712 was transferred to deficit (2022: $317).

14

Nobel Resources Corp. Notes to the Consolidated Financial Statements For the years ended December 31, 2023 and 2022 Expressed in Canadian Dollars

7. EQUITY RESERVES (continued)

Warrants (continued)

The following summarizes the warrants outstanding as at December 31, 2023:

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Estimated
Number Number Exercise grant date Risk-free Expected Expected
outstanding exercisable Grant Expiry price fair value Volatility interest life (Yrs) dividend
# # date date $ $ rate # yield
1,666,666 1,666,666 20-Sep-21 20-Sep-24 $0.60 417,251 157% 0.54% 3.00 0%
199,999 199,999 20-Sep-21 20-Sep-24 $0.45 50,109 157% 0.54% 3.00 0%
3,888,890 3,888,890 23-Sep-21 23-Sep-24 $0.60 973,062 157% 0.61% 3.00 0%
466,666 466,666 23-Sep-21 23-Sep-24 $0.45 116,834 157% 0.61% 3.00 0%
6,222,221 6,222,221 1,557,256
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The weighted-average remaining contractual life of the warrants as of December 31, 2023 is 0.73 years (December 31, 2022- 1.38 years).

Share-based payments

The changes in stock options issued during the years ended December 31, 2023 and 2022 are as follows:

		Weighted	Value
	Number of	average	of
	options exerciseprice		options
Balance, December 31, 2022 and 2021 Expired,December 2023 Balance, December 31, 2023	7,285,000 $ (610,000) 6,675,000 $	0.56 $ 0.57 0.56 $	3,544,145 (303,535) 3,240,610

During the year ended December 31, 2023, 610,000 stock options were forfeited (December 31, 2022- nil) and $303,535 was transferred to deficit (December 31, 2022- $nil).

Options outstanding as at December 31, 2023 are as follows:

						Estimated
	Number	Number			Exercise	grant date	**Expected **	Risk-free	**Expected **	Expected
	outstanding	exercisable	Grant	Expiry	price	fair value	Volatility	interest	life (Yrs)	dividend	Share
	#	#	date	date	$	$		rate	#	yield	price
	3,475,000	3,475,000	14-Apr-21	02-Mar-26	$0.40	1,239,634	144%	0.95%	4.88	0%	$0.40
	1,400,000	1,400,000	22-Apr-21	22-Apr-26	$0.64	720,126	143%	0.93%	5.00	0%	$0.58
	300,000	300,000	21-Oct-21	21-Oct-26	$0.60	161,850	145%	1.35%	5.00	0%	$0.60
	1,500,000	1,500,000	29-Oct-21	29-Oct-26	$0.84	1,119,000	145%	1.50%	5.00	0%	$0.83
	6,675,000	6,675,000				3,240,610

The weighted-average remaining contractual life of the options as of December 31, 2023 is 2.38 years (December 31, 2022- 3.38 years).

15

Nobel Resources Corp. Notes to the Consolidated Financial Statements For the years ended December 31, 2023 and 2022 Expressed in Canadian Dollars

8. CAPITAL MANAGEMENT

The Company manages and adjusts its capital structure based on available funds in order to support the acquisition, exploration and development of mineral properties. The Board does not establish quantitative return on capital criteria for management, but rather relies on the expertise of the Company’s management to sustain future development of the business. The Company considers its capital to consist of common shares, stock options, and warrants.

The Company is dependent on external financing to fund its activities. In order to carry out planned exploration and evaluation and pay for administrative costs, the Company must raise additional amounts. The Company may continue to assess new properties and may seek to acquire an interest in additional properties if it feels there is sufficient geologic or economic potential and if it has adequate financial resources to do so.

Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable. There were no significant changes in the Company’s approach to capital management during the years ended December 31, 2023 and 2022.

The Company and its subsidiaries are not subject to any capital requirements imposed by a lending institution or regulatory body, other than of the TSX Venture Exchange (“TSXV”) which requires adequate working capital or financial resources of the greater of (i) $50,000 and (ii) an amount required to maintain operations and cover general and administrative expenses for a period of 6 months. As of December 31, 2023, the Company may not be compliant with the policies of the TSXV. The impact of any such violation is not known and is ultimately dependent on the discretion of the TSXV.

9. FINANCIAL INSTRUMENTS

Financial instruments recorded at fair value on the statement of financial position are classified using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The fair value hierarchy has the following levels:

• a) Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities;

• b) Level 2 - Inputs other than quoted prices that are observable for assets or liabilities, either directly or indirectly; and

• c) Level 3 - Inputs for assets and liabilities that are not based on observable market data.

The fair value hierarchy requires the use of observable market inputs whenever such inputs exist. A financial instrument is classified to the lowest level of the hierarchy for which a significant input has been considered in measuring fair value.

The Company’s financial instruments include cash, amounts receivable, and accounts payable and accrued liabilities. The carrying values of these financial instruments reported in the statement of financial position approximate their respective fair values due to the relatively short-term nature of these instruments. As at December 31, 2023 and 2022, the Company had no instruments to classify in the fair value hierarchy.

16

Nobel Resources Corp. Notes to the Consolidated Financial Statements For the years ended December 31, 2023 and 2022 Expressed in Canadian Dollars

9. FINANCIAL INSTRUMENTS (continued)

The Company’s risk exposures and the impact on the Company’s financial instruments are summarized below:

(a) Credit risk

Counterparty credit risk is the risk that the financial benefits of contracts with a specific counterparty will be lost if a counterparty defaults on its obligations under the contract. This includes any cash amounts owed to the Company by those counterparties, less any amounts owed to the counterparty by the Company where a legal right of set-off exists and also includes the fair values of contracts with individual counterparties which are recorded in the financial statements.

a. Trade credit risk

The Company is not exposed to significant trade credit risk.

• b. Cash In order to manage credit and liquidity risk the Company’s policy is to invest only in highly rated investment grade instruments that have maturities of three months or less. Limits are also established based on the type of investment, the counterparty and the credit rating.

(b) Currency risk

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’s foreign currency risk arises primarily with respect to the Chilean Peso from its property interests in Chile and US dollars from operations. Fluctuations in the exchange rates between these currencies and the Canadian dollar could have a material effect on the Company’s business, financial condition and results of operations. The Company does not engage in any hedging activity to mitigate this risk.

As at December 31, 2023 and 2022, the Company had the following financial instruments and denominated in foreign currency (expressed in Canadian dollars):

	December 31, 2023 December 31, 2022
	Chilean pesos Chilean pesos
Cash Accounts payable and accruedliabilities	7,044 $ 125,207 $ (27,726) (11,498)
	(20,682) $ 113,709 $
	December 31, 2023 December 31, 2022
	United States dollars United States dollars
Cash Accountspayable and accrued liabilities	2,983 $ 4,173 $ (612,957) (80,350)
	(609,974) $ (76,177) $

A 10% strengthening (weakening) of the Canadian dollar against the Chilean peso would decrease (increase) net loss by approximately $(2,000) (December 31, 2022: $11,400).

A 10% strengthening (weakening) of the Canadian dollar against the United States dollar would decrease (increase) net loss by approximately $(61,000) (December 31, 2022: $(7,600)).

17

Nobel Resources Corp. Notes to the Consolidated Financial Statements For the years ended December 31, 2023 and 2022 Expressed in Canadian Dollars

9. FINANCIAL INSTRUMENTS (continued)

(c) Liquidity risk

Liquidity risk is the risk that an entity will encounter difficulty in meeting obligations associated with financial liabilities. The Company’s approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when due. At December 31, 2023, the Company had a cash balance of $415,026 (December 31, 2022: $841,075) to settle accounts payable and accrued liabilities of $949,136 (December 31, 2022: $817,598). The Company’s trade payables have contractual maturities of less than 30 days and are subject to normal trade terms.

(d) Commodity price risk

The Company is exposed to price risk with respect to commodity prices. Commodity price risk is defined as the potential adverse impact on earnings and economic value due to commodity price movements and volatilities. The Company closely monitors commodity prices, as they relate to gold and copper. Commodity price risk is remote as the Company is not a producing entity.

10. RELATED PARTY TRANSACTIONS

Compensation of key management personnel of the Company

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. During the years ended December 31, 2023 and 2022, the remuneration of directors and other key management personnel was as follows:

Years ended	December 31,
2023	2022
$	$
Consulting and management fee 871,662	836,766
Project evaluation 321,114	316,414
1,192,776	1,153,180

At December 31, 2023, the Company had $811,370 owing to its key management and directors (December 31, 2022: $747,256). Such amounts are unsecured, non-interest bearing, with no fixed terms of payment or “due on demand” and included in accounts payable and accrued liabilities.

On December 31, 2023, the Company entered into debt settlement agreements with certain directors and officers of the Company and the debt was forgiven. As a result, a gain of $965,896 was realized and recorded in the consolidated statements of loss.

11. SEGMENT INFORMATION

The Company conducts its business as a single operating segment, being mineral exploration and evaluation in Chile. The following tables summarize the total assets and liabilities by geographic segment as at December 31, 2023 and 2022:

18

Nobel Resources Corp. Notes to the Consolidated Financial Statements For the years ended December 31, 2023 and 2022 Expressed in Canadian Dollars

11. SEGMENT INFORMATION (continued)

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December 31, 2023 Chile Canada Total
Cash $ 7,044 $ 407,982 $ 415,026
-
Amounts receivable 17,236 17,236
Prepaid expenses and advances 11,755 3,423 15,178
Total Assets $ 18,799 $ 428,641 $ 447,440
Accounts payable and accrued liabilities $ 27,726 $ 921,410 $ 949,136
Total liabilities $ 27,726 $ 921,410 $ 949,136
December 31, 2022 Chile Canada Total
Cash $ 125,207 $ 715,868 $ 841,075
-
Amounts receivable 299,744 299,744
Prepaid expenses and advances 11,157 - 11,157
Total Assets $ 136,364 $ 1,015,612 $ 1,151,976
Accounts payable and accrued liabilities $ 11,498 $ 806,100 $ 817,598
Total liabilities $ 11,498 $ 806,100 $ 817,598
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The following tables summarize the loss by geographic segment for the years ended December 31, 2023 and 2022:

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December 31, 2023 Chile Canada Total
-
Project evaluation expenses $ 527,961 $ $ 527,961
-
General and administrative expenses 1,295,643 1,295,643
-
Gain on settlement of liabilities (965,896) (965,896)
Foreign exchange gain - (21,634) (21,634)
Loss $ 527,961 $ 308,113 $ 836,074
December 31, 2022 Chile Canada Total
-
Project evaluation expenses $ 2,134,652 $ $ 2,134,652
-
General and administrative expenses 1,294,613 1,294,613
Foreign exchange gain - (79,451) (79,451)
Loss $ 2,134,652 $ 1,215,162 $ 3,349,814
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12. INCOME TAXES

a) Provision for Income Taxes

The reconciliation of the combined Canadian federal and provincial statutory income tax rate of 26.5% (2022: 26.5%) to the effective tax rate is as follows:

19

Nobel Resources Corp. Notes to the Consolidated Financial Statements For the years ended December 31, 2023 and 2022 Expressed in Canadian Dollars

12. INCOME TAXES (continued)

	2023	2022
	$	$
(Loss) beforeincome taxes	(836,074)	(3,349,814)
Expected income tax recovery based on statutory rate	(222,000)	(888,000)
Adjustment to expected income tax recovery:
Expenses not deductible for tax purposes	(4,000)	(47,000)
Changeinunrecorded deferred taxasset	226,000	935,000
Deferredincometaxrovision(recover)	-	-

Deferred income tax provision (recovery)

b) Deferred Income Taxes

Deferred taxes are a result of temporary differences that arise due to the differences between the income tax values and the carrying amount of assets and liabilities.

Deferred income tax assets have not been recognized in respect of the following deductible temporary differences:

	2023	2022
	$	$
Non-capital loss carry-forwards - Canada	7,931,000	6,110,000
Non-capital loss carry-forwards - Chile	7,757,000	7,901,000
Share issue costs	649,000	977,000
Exploration and evaluation expenses- Canada	311,000	311,000
Othertemporary differences	20,000	20,000
Total	16,668,000	15,319,000

In Canada, the Company has approximately $7,931,000 of non-capital losses expiring between 2027 and 2043. In Chile, the Company has approximately $7,757,000 of non-capital losses that carry forward indefinitely.

Deferred tax assets have not been recognized in respect to these items because it is not probable that future taxable profit will be available against which the Company can use the benefits.

13. COMMITMENTS AND CONTINGENCIES

The Company’s 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 expects to make expenditures to comply with such laws and regulations.

20

Nobel Resources Corp. Notes to the Consolidated Financial Statements For the years ended December 31, 2023 and 2022 Expressed in Canadian Dollars

13. COMMITMENTS AND CONTINGENCIES (continued)

The Company has discontinued mining operations in various jurisdictions. An estimate of the total liability, if any, for which the Company might become obligated as a result of its role as operator, guarantor, or indemnifier is not determinable, nor expected to be material, and no amount has been provided in these consolidated financial statements.

The Company is party to certain management contracts. These contracts contain minimum commitments of approximately $582,000 (December 31, 2022: $630,000) with regards to termination and additional contingent payments of up to approximately $2,030,000 (December 31, 2022: $2,210,000) upon the occurrence of a change of control. As a triggering event has not taken place, the contingent payments have not been reflected in these consolidated financial statements. The minimum commitment due within one year under these agreements is $582,000.

14. SUBSEQUENT EVENTS

Subsequent to December 31, 2023, the Company’s subsidiary loaned 60,000,000 CLP (approximately $90,000) to a subsidiary of Halcones Precious Metals Corp. on a short-term basis. The amount is unsecured, non-interest bearing and has no fixed terms of repayment. The Company and Halcones Precious Metals Corp. have certain directors and officers in common.

On March 8, 2024, David Gower resigned as Chief Executive Officer and Director of the Company and was replaced by Lawrence Guy as interim Chief Executive Officer.

21