Orea Mining Corp. — Interim / Quarterly Report 2023

Feb 8, 2023

1090 Hamilton Street Vancouver, B.C. V6B 2R9 Canada

Condensed Interim Consolidated Financial Statements (Unaudited)

For the Three Months Ended December 31, 2022

(Stated in Canadian Dollars)

NOTICE OF NO REVIEW BY AUDITOR

In accordance with National Instrument 51-102 Continuous Disclosure Obligations of The Canadian Securities Administrators we hereby give notice that our condensed interim consolidated financial statements for the three months ended December 31, 2022, which follow this notice, have not been reviewed by an auditor.

	December 31,	September 30,
	2022	2022
	($)	($)
Assets
Current Assets
Cash	271	134
Receivables (note 3and 8)	25	21
Prepaid expenses (note 8)	63	73
	359	228
Non-Current Assets
Property and equipment (note 6)	26	46
	385	274
Liabilities and Shareholders' Equity (Deficit)Current LiabilitiesAccounts payable (notes 6and 8)	807	687
Accrued liabilities (note 8)	411	471
	1,218	1,158
Non-Current Liabilities
Lease liabilities (note 6)	4	7
	1,222	1,165
Shareholders' Equity (Deficit)
Share capital (note 7)	73,085	73,085
Reserves (note 7e)	7,738	7,386
Deficit	(81,660)	(81,362)
	(837)	(891)
	385	274

Nature of operations and going concern (note 1) Commitments (note 10) Subsequent event (note 12)

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

Approved by the Board of Directors

Robert Giustra – Director Peter Gianulis - Director

		Three Months Ended
	December 31,	December 31,2021
	2022
	($)	($)
Operating Expenses
Administration and office (note 8)	205	305
Directors fees (note 8)	54	36
General exploration (note 5)	-	59
Investor relations	12	30
Management fees (note 8)	75	23
Professional fees	168	255
Share-based payments (note 7b)	314	-
Transfer agent and filing fees	33	31
Travel	2	24
Amortization (note 6)	22	36
Cost recoveries (note 8)	(108)	(95)
Loss before other items	(777)	(704)
Other Items
Gain on assignment of Antino project(note 5)	500	-
Loss from equity accounted investment (note 4)	-	(317)
Unrealized losson marketable securities	-	(196)
Finance expense (note 6)	-	(3)
Foreign exchange loss	(21)	(2)
Net loss for the period	(298)	(1,222)
Other comprehensive loss:
Foreign currency translation	38	(964)
Comprehensive loss for the period	(260)	(2,186)
Loss per share (note 7d)
Basic	(0.00)	(0.01)
Diluted	(0.00)	(0.01)

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

		Three Months Ended
	December 31,2022	December 31,2021
	($)	($)
Operating Activities
Net loss for the period	(298)	(1,222)
Items not involving cash
Gain from assignment of Antino project	(500)	-
Share-based payments	314	-
Amortization	22	36
Loss from equity accounted investment	-	317
Unrealized gain on marketable securities	-	196
Finance expense from lease liabilities	-	3
Unrealized foreign exchange loss	34	171
	(428)	(499)
Changes in non-cash working capital
Receivables and prepaid expenses	6	133
Accounts payable and accrued liabilities	79	82
Cash used in operating activities	(343)	(284)
Investing Activities
Proceeds from assignment of Antino project	500	-
Exploration and evaluation asset	-	(159)
Cash from (used in) investing activities	500	(159)
Financing Activities
Payment of lease liabilities	(23)	(31)
Cash used infinancing activities	(23)	(31)
Effect of foreign exchange on cash	3	(3)
Change in cash	137	(477)
Cash, beginning of period	134	1,241
Cash, end of period	271	764

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

Orea Mining Corp.

Condensed Interim Consolidated Statements of Shareholders' Equity (Unaudited) (Expressed in thousands of Canadian Dollars except for share amounts)

	Share Capital			Reserves
	Numberof Shares(000's)	ShareCapital($)	ShareOptionsandWarrants($)	AccumulatedOtherComprehensiveIncome (Loss)($)	Total($)	Deficit($)	Total($)
Balance, October 1, 2021	205,142	72,309	9,409	2,126	11,535	(44,273)	39,571
Share-based payments (note 7b)	-	-	-	-	-	-	-
Comprehensive loss	-	-	-	(964)	(964)	(1,222)	(2,186)
Balance, December 31, 2021	205,142	72,309	9,409	1,162	10,571	(45,495)	37,385
Balance, October 1, 2022	216,400	73,085	9,613	(2,227)	7,386	(81,362)	(891)
Share-based payments (note 7b)	-	-	314	-	314	-	314
Comprehensive loss	-	-	-	38	38	(298)	(260)
Balance, December 31, 2022	216,400	73,085	9,927	(2,189)	7,738	(81,660)	(837)

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

1. Nature of Operations and Going Concern

Orea Mining Corp. (the "Company" or "Orea") was incorporated on May 14, 2003 under the laws of the Province of Saskatchewan, Canada and continued on to British Columbia, Canada on December 29, 2003. On May 14, 2020, the Company changed its name from Columbus Gold Corp. to Orea Mining Corp. The Company is currently listed on the Toronto Stock Exchange (the "TSX" or "Exchange") and the OTCQB.

The Company's principal business activities are the exploration and development of resource properties in South America. The Company is currently focused on the Montagne d'Or Gold Project in French Guiana (note 4). The recoverability of the amounts shown for exploration and evaluation assets are dependent upon the existence of economically recoverable reserves, the ability of the Company to obtain necessary financing to complete the development of those reserves and upon future profitable production or from proceeds of disposition. The Company's exploration and evaluation activities are not dependent on seasonality and may operate year-round; however, the Company may adjust the level of exploration and evaluation activities to manage its capital structure in light of changes in global economic conditions. To date, the Company has not received any revenue from mining operations and is considered to be in the exploration stage.

These consolidated financial statements have been prepared on a going concern basis which implies that the Company will continue realizing assets and discharging liabilities in the normal course of business for the foreseeable future. Should the going concern assumption not continue to be appropriate, further adjustments to carrying values of assets and liabilities may be required.

All figures in these consolidated financial statements are expressed in thousands of Canadian Dollars except for share, per share amounts, warrants, per warrant amounts, units, per unit amounts or noted otherwise. References to "US$" are to thousands of US Dollars. At December 31, 2022, the Company had working capital deficiency of $859 (September 30, 2022 – $930) and an accumulated deficit of $81,660 (September 30, 2022 - $81,362). Accordingly, the ability of the Company to realize the carrying value of its assets and continue operations as a going concern is dependent upon its ability to raise additional debt or equity to fund ongoing costs of operations and/or secure new or additional partners in order to advance its projects. These material uncertainties may cast significant doubt upon the Company's ability to continue as a going concern. These consolidated financial statements do not include any adjustments relating to the recovery of assets and classification of assets and liabilities that may arise should the Company be unable to continue as a going concern and such adjustments could be material.

The Company's head office and principal address is located at 1090 Hamilton Street, Vancouver, British Columbia, V6B 2R9, Canada.

2. Basis of Presentation

These condensed interim consolidated financial statements have been prepared in accordance with International Accounting Standards 34, Interim Financial Reporting ("IAS 34") using accounting policies consistent with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB"). These condensed interim consolidated financial statements have been prepared using the same accounting policies and methods of computation as the most recent annual financial statements for the year ending September 30, 2022. Certain amounts in the prior period have been reclassified to conform with the presentation in the current period.

These condensed interim consolidated financial statements were approved by the Board of Directors and authorized for issue on February 8, 2023.

Changes in Accounting Standards

Certain accounting standards or amendments to existing accounting standards that have been issued but have future effective dates are either not applicable or are not expected to have a significant impact on the Company's financial statements.

3. Receivables

	December 31,	September 30,
	2022	2022
	($)	($)
Goods and Services Tax receivable	16	-
Other	9	21
	25	21

4. Investment in Compagnie Minière Montagne d'Or SAS ("CMMO")

The Company owns a 44.99% interest in the Montagne d'Or Project in French Guiana, France, which includes the Montagne d'Or gold deposit, mining concessions and exploration permits, held by CMMO. The other 55.01% is held by Nord Gold plc ("Nordgold").

The Company accounts for its investment in CMMO as an equity accounted investment. A continuity of the investment in CMMO is shown below:

	($)
Balance, October1, 2021	34,967
Proportionate share of losses	(1,739)
Foreign exchange loss	(4,037)
Impairment loss	(29,191)
Balance, September 30, 2022 and December 31, 2022	-

MDO Mining Concessions

CMMO's title to the Montagne d'Or Project was initially held in 8 mining concessions (each, a "Concession") plus 2 exclusive exploration permits covering a total area of 190 km2 . Historically, the Concessions were granted to the original applicant and all subsequent title holders in perpetuity, in accordance with a French Imperial Law of the year 1810. As such, when the Concessions were first granted, they had the benefit of never expiring.

In 1994, the French Mining Code was amended to provide that all mining concessions granted under the Imperial Law of 1810 would expire on December 31, 2018, including CMMO's Concessions, but can be subject to successive extensions not exceeding 25 years. In accordance therewith, and after extensive exploration work, CMMO submitted renewal applications for a 25-year period for the core project Concessions (2 of the 8 Concessions), two years prior to the expiration date. Exploration results did not justify renewal applications for the other 6 Concessions.

Renewal of the two CMMO Concessions involved a national public enquiry, which was carried out in November and December 2018. The Commission of Mines in French Guiana was expected to provide a non-binding opinion to the French Minister of Economy in charge of mines, which makes a renewal decision. The renewal of the Concessions was on the agenda of the Commission of Mines on October 16, 2019, but was removed from the agenda prior to the Commission's meeting and the Prefect of French Guiana indicated that it would be considered at a future meeting following some complementary legal analysis.

The Mining Code provides that there is an implicit (deemed) refusal of the renewal applications if no response is received by the Minister in charge of mines within two years of the date the applications were submitted. On December 21, 2018, the Minister informed CMMO, and all other holders of former historical concessions in French Guiana, that the assessment of their application might not be finalized upon the deadline and notified each applicant that exceeding this deadline will not preclude an explicit (formal) decision at a later date. The letter stated further that the French Supreme Administrative Court (Conseil d'État) had provided that the operator "may continue its works until an explicit (formal) decision of its request for renewal." Conditions for renewal include the requirement that the concessions be exploited on December 31, 2018, and the examination by the administrative authority of the technical and financial capacities of the title holder as well as the foreseeable duration of the exploitation of the deposit.

4. Investment in Compagnie Minière Montagne d'Or SAS ("CMMO") – continued

In order to protect its rights to the CMMO Concessions, in February and March 2019, CMMO filed proceedings in the Administrative Court of Cayenne in French Guiana to invalidate any implicit (deemed) refusal as a result of the French government having failed to respond within the prescribed deadline, and to expedite a clear and definitive formal written decision from the Minister in charge of mines. On December 24, 2020, the Administrative Court of Cayenne in French Guiana concluded the implicit refusals were cancelled and ordered the State to extend the Concessions and to set the duration of these extensions within a period of six months from the notification of the court judgement. The Minister of Economy, and a non-governmental organization (NGO) permitted to intervene in the case, had two months to appeal the decision.

The French Government issued a press release on February 3, 2021 announcing that it had filed an appeal with the Administrative Court of Appeal of Bordeaux on January 25, 2021 from the Administrative Court of Cayenne ruling on December 24, 2020, which had ordered the renewal of the Concessions. The press release also reaffirms the Government's view that the Montagne d'Or Project, as it has been presented, is not compatible with the Government's environmental ambitions.

On July 16, 2021, the Administrative Court of Appeal of Bordeaux rejected the French Government's appeal and request for a stay of execution of the court rulings of December 24, 2020. In its ruling, the Court of Appeal of Bordeaux concluded that the arguments put forth by the French Government were without merit and that CMMO submitted complete applications and met all requirements for the renewal of the Concessions. An additional court claim was made by CMMO on June 25, 2021, before the Administrative Court of Appeal of Bordeaux to execute the decision of the Administrative Court of Cayenne and for the French Government to pay 10,000 Euro a day in penalties per Concession (20,000 Euro total), for every day that the Concessions are not renewed. The additional court claim was initially withdrawn, although on May 20, 2022 the Administrative Court of Appeal of Bordeaux decided to cancel the withdrawal and to open the judicial procedure on the claim.

On October 7, 2021, the Company reported that it was informed that the French Government had filed a final appeal to the French Supreme Court, and on May 10, 2022, that the Supreme Court had admitted the final appeal. To the date of these consolidated financial statements, there has been no further update to this appeal.

The renewal of the Concessions was reviewed by the Commission of Mines in French Guiana on December 9, 2021. The Commission rendered a non-binding unfavorable mention based on environmental grounds and the new Mining Code. The mention has no effect on the previously rendered decisions by the Administrative Court of Cayenne in French Guiana and the Court of Appeal of Bordeaux, which were in favor of CMMO, and ordered the renewal of the Concessions.

US Sanction Imposed on Nordgold

On June 2, 2022, Nordgold had been sanctioned (the "Nordgold Sanction") by the U.S. Department of Treasury, Office of Foreign Assets Control ("OFAC"), under Russian Harmful Foreign Activities Sanctions Regulations - 31 CFR part 587. General License No. 37 was also issued.

Under General License No. 37, all transactions prohibited by Presidential Executive Order 14024 that are ordinarily incident and necessary to the wind down of transactions involving Nordgold, or any entity in which Nordgold owns, directly or indirectly, a 50 percent or greater interest, are authorized through 12:01 a.m. eastern daylight time, July 1, 2022, under certain conditions.

On June 28, 2022, OFAC issued a new General License related to Nordgold. Specifically, OFAC issued General License No. 43, which applies to any parties subject to agreements or transactions with Nordgold and its associated entity Severstal. The terms of this new general license thereby extended the Company's deadline to wind-up its joint-venture with Nordgold until August 31, 2022.

European Union Sanction Imposed on Nordgold Shareholder

On June 3, 2022, Marina Aleksandrovna Mordashova was Sanctioned by the European Union. Mrs. Mordashova became the controlling shareholder of Nordgold on February 28, 2022.

4. Investment in Compagnie Minière Montagne d'Or SAS ("CMMO") – continued

Impairment

As a result of the sanctions on Nordgold and its controlling shareholder, and related uncertainties, the Company impaired the value of its investment in CMMO to $nil during the year ended September 30, 2022.

Proposed Acquisition of 100% of CMMO and MDO

On August 30, 2022, the Company entered into a legally binding letter agreement (the "Proposed Acquisition") with Nordgold to obtain Nordgold's 55.01% interest in CMMO (for a total of 100%). Under the terms of the letter agreement, there are no up-front payments. Consideration is entirely at the back-end, whereby the Company will only be obligated to pay Nordgold $100,000 if and when the Company receives all permits and authorizations necessary for construction of a mine that produces a minimum of 100,000 ounces of gold per year. If Nordgold's shareholders are still under sanctions (see Nordgold sanctions sections above) at the time of the $100,000 payment, then the funds will be paid to a blocked bank account. The binding letter agreement becomes effective with, and is subject to, the approval of all applicable sanctions authorities.

On September 13, 2022, the Company announced that the French Government ministry responsible for overseeing matters related to Russian sanctions, had approved (the "French Approval") the Proposed Acquisition. The French Approval requires the Proposed Acquisition to be completed by December 31, 2022. The EU regulation governing such deadline has been subsequently amended on December 16, 2022, to allow for an extension to February 28, 2023 (the "EU Extension"), subject to French sanctions authority approval. On December 30, 2022, the Company received an extension of the French Approval, to February 28, 2023.

The Company and Nordgold signed the corresponding Proposed Acquisition definitive agreement (the "CMMO Definitive Agreement") on December 30, 2022. As at the date of these consolidated financial statements, the CMMO Definitive Agreement has not yet closed. The Company intends to fully co-operate with all applicable authorities pertaining to sanctions regulations.

5. Exploration and Evaluation Assets

Maripa Gold Project ("Maripa")

On July 19, 2018, the Company entered into an agreement (the "Maripa Option Agreement") with a subsidiary of IAMGOLD Corporation ("IAMGOLD") to acquire up to a 70% interest in Maripa, located in French Guiana, France.

On February 14, 2022, the Company entered into a purchase agreement (the "Maripa Purchase Agreement") with IAMGOLD whereby the Company was to acquire a 100% interest in Maripa in exchange for 6,000,000 common shares of the Company, and IAMGOLD retaining a 1.5% NSR on Maripa. The closing of the Maripa Purchase Agreement transaction was subject to a number of conditions, including TSX and other regulatory approvals. Concurrent with the closing of the Maripa Purchase Agreement transaction, the Maripa Option would be terminated.

On June 6, 2022, the Company terminated the Maripa Option Agreement and the Maripa Purchase Agreement to focus on the Montagne d'Or Project. Consequently, the Company wrote off the carrying value of Maripa in the amount of $3,098. The Company has accrued $170 (€126) in connection with restoration obligations for Maripa, which is included in accounts payable and accrued liabilities.

5. Exploration and Evaluation Assets – continued

A summary of the Company's exploration and evaluation asset is set out below:

	Maripa Gold Project
	$
Balance at October1, 2021	2,658
Drilling	278
Geology and geophysics	29
Salaries and consulting	260
Supplies	13
Equipment	7
Permitting	18
Assays and analysis	47
Transportation	3
Other	32
Foreign exchange	(247)
Loss on exploration and evaluation assets	(3,098)
Balance at September 30, 2022and December 31, 2022	-

Antino Gold Project

On March 17, 2022, the Company signed a formal option agreement (the "FOA") to acquire up to a 75% interest in the Antino Gold Project ("Antino") in Suriname, South America, and as amended on June 24, 2022, October 13, 2022 and November 3, 2022, with the following key terms:

• First Option Stage for 51% Interest
  • o to acquire an initial 51% interest in Antino within three years of the Commencement Date (defined below) by:
    • Making cash payments totaling $2,236 (US$1,650), of which only $474 (US$350) is payable within the first year;
    • Issuing common shares of the Company totaling $323;
    • Incurring a minimum of $8,130 (US$6,000) in exploration expenditures; and
    • Completing a NI 43-101 Technical Report containing a minimum of 500,000 oz of gold in any category.
• Second Option Stage for an Additional 19% Interest for a Total of 70%
  • o within two years of completion of the First Option Stage:
    • Making cash payments totaling $2,033 (US$1,500);
    • Issuing common shares of the Company totaling $19;
    • Incurring a minimum of $13,550 (US$10,000) in exploration expenditures; and
    • Completing a positive preliminary economic assessment.
  • o in the event that the Company does not proceed with the completion of the Second Option Stage, the Company will transfer its interest in Antino back to the optionor.
• Third Option Stage for an Additional 5% for a Total of 75%
  • o within three years of completion of the Second Option Stage:
    • Incurring a minimum of $13,550 (US$10,000) in exploration expenditures; and
    • Completing a bankable feasibility study.

The Commencement Date starts when certain conditions have been met, including but not limited to, satisfactory completion of due diligence and regulatory approvals. The expiry date for the conditions to be met is March 31, 2023.

5. Exploration and Evaluation Assets – continued

Antino Sale

On October 24, 2022, the Company announced that it has signed a binding letter agreement (the "Assignment Agreement") with Founders Metals Inc. ("FMI") whereby FMI will be assigned (the "Assignment") all of Orea's rights and obligations pursuant to the FOA. As consideration, FMI will pay:

• a) $250 in cash upon signing the Assignment Agreement (received);
• b) $250 in cash on the earlier of completion of the Assignment (the "Closing") or December 31, 2022 (received); and
• c) 1 million common shares of FMI, which shall be subject to a four-month statutory hold period in accordance with the policies of the TSX Venture Exchange (the "TSXV") and applicable securities laws, on the earlier of closing or January 31, 2023 (the "Deadline"). On January 25, 2023, the Assignment Agreement was amended whereby the Deadline was extended to February 28, 2023.

The closing is subject to various conditions, including approval from the TSXV and completion by March 31, 2023. As at the date of these financial statements, the Assignment has not yet closed.

6. Property and Equipment

	Office Furniture	Right of	Total
	and Equipment	Use Assets
	($)	($)	($)
Cost
Balance, October 1, 2021	184	248	432
Dispositions	(8)	-	(8)
Lease modifications	-	(37)	(37)
Balance, September 30, 2022	176	211	387
Foreign exchange	2	-	2
Balance, December31, 2022	178	211	389
Accumulated Amortization
Balance, October 1, 2021	(158)	(95)	(253)
Amortization	(10)	(76)	(86)
Foreign exchange	(1)	(1)	(2)
Balance, September 30, 2022	(169)	(172)	(341)
Amortization	-	(22)	(22)
Balance, December31, 2022	(169)	(194)	(363)
Net book value, September30, 2022	7	39	46
Net book value, December31, 2022	9	17	26

6. Property and Equipment - continued

Lease liability

The estimated fair value of lease liabilities is based on an incremental borrowing rate of 8.61% for office lease in Panama and 15% for office equipment in Canada.

		Three Months Ended
	December 31,	December 31,
	2022	2021($)
	($)
Balance, beginning of period	41	153
Modification	-	(5)
Lease payments	(23)	(31)
Interest expense on lease liability	-	3
Foreign exchange	3	-
Balance, end of period	21	120
Current portion	17	120
Long-term portion	4	-

Maturity Analysis

	($)
Contractual undiscounted cash flows:
Less than one year	17
Two to three years	4
Total undiscounted lease liabilities as at December31, 2022	21
Lease liabilities in Consolidated Statements of Financial Position as at December31, 2022
Current(included in accounts payable)	17
Non-current(included in lease liabilities)	4
	21

Amounts Recognized in Consolidated Statements of Comprehensive Loss

	Three Months Ended
	December 31,2022	December 31,2021
	($)	($)
Interest expense on lease liabilities	-	3
Expenses relating to short-term leases	11	1
	11	4

7. Share Capital

(a) Common Shares

Authorized - unlimited common shares without par value.

At December 31, 2022, the Company had 216,400,159 (September 30, 2021 – 216,400,159) common shares issued and outstanding.

7. Share Capital - continued

On June 16, 2022, the Company completed the first tranche of a non-brokered private placement for gross proceeds of $215. The private placement was for 4,300,000 units at a price of $0.05 per unit. Each unit consisted of 1 common share of the Company, and a full warrant. Each full warrant entitled the holder to purchase one common share of the Company at a price of $0.10. The warrants expire 18 months from the date of issuance. An aggregate $12 has been paid in finders' fees.

On January 25, 2022, the Company completed a non-brokered private placement for gross proceeds of $800. The private placement was for 6,666,667 units at a price of $0.12 per unit. Each unit consisted of 1 common share of the Company, and half a warrant. Each full warrant entitled the holder to purchase one common share of the Company at a price of $0.18. The warrants expire 18 months from the date of issuance. An aggregate $13 and 291,067 shares with a fair value of $35 have been paid in finders' fees. Total warrants issued have a fair value of $131. Other share issue costs totalled $9.

(b) Share Options

The Company has a share option plan and restricted share unit ("RSU") plan to issue share options and RSUs whereby the total share options and RSUs outstanding may be up to 10% of its issued capital at the time of an applicable option grant. The Board of Directors may from time to time, grant options and RSUs to directors, officers, employees or consultants. The exercise price of an option is not less than the closing price on the Exchange on the last trading day preceding the grant date.

The continuity of the Company's share options is as follows:

	Number ofOptions	Weighted AverageExercise Price($)
Balance, October1, 2021	9,675,000	0.26
Forfeited	(200,000)	0.25
Expired	(500,000)	0.30
Balance, September30, 2022	8,975,000	0.26
Granted	8,375,000	0.10
Forfeited	(6,675,000)	0.25
Cancelled	(600,000)	0.26
Balance, December 31, 2022	10,075,000	0.13

A summary of the Company's options as at December 31, 2022 is as follows:

	Options Outstanding		Options Exercisable
Exercise		Weighted AverageRemaining	Number of	Weighted AverageRemaining
Price	Number of	Contractual Life	Options	Contractual Life
($)	Options Outstanding	(Years)	Exercisable	(Years)
0.10	1,500,000	4.98	1,500,000	4.98
0.10	6,875,000	4.78	6,875,000	4.78
0.25	1,500,000	0.58	1,500,000	0.58
0.30	150,000	0.68	150,000	0.68
0.48	50,000	0.13	50,000	0.13
0.10-0.48	10,075,000	4.10	10,075,000	4.10

7. Share Capital - continued

The fair value of vested share options recognized as an expense during the three months ended December 31, 2022 was $314 (2021 – $nil).

The fair value of each share option is estimated on the date of grant using the Black-Scholes Option Pricing Model that uses the assumptions noted in the table below. Expected volatilities are based on historical volatility of the Company's shares, and other factors. The expected term of share options granted represents the period of time that share options granted are expected to be outstanding. The risk-free rate of periods within the contractual life of the share option is based on the Canadian government bond rate. Assumptions used for share options granted during fiscal 2023 and 2022 are as follows:

Grant Date	Number of	Expected	Risk Free	Expected	Expected	Fair Value	Total
	Share	Price	Interest	Life	Dividend	Per Option	Fair Value
	Options	Volatility	Rate	(Years)	Yield	($)	($)
December 22, 2022	1,500,000	82%	3.83%	2.96	-	0.04	59
October 11, 2022	6,875,000	85%	4.07%	2.96	-	0.04	255

(c) Warrants

The continuity of the Company's warrants is as follows:

	Weighted Average
	Number of	Exercise Price
	Warrants	($)
Balance, October1, 2021	4,391,882	0.30
Issued	7,633,333	0.13
Expired	(4,391,882)	0.30
Balance, September 30, 2022 and December 31, 2022	7,633,333	0.13

The fair value of each warrant is estimated on the date of grant using the Black-Scholes Option Pricing Model that uses the assumptions noted in the table below. Expected volatilities are based on historical volatility of the Company's shares. The expected term of warrants issued represents the period of time which those warrants are expected to be outstanding.

The risk-free rate of periods within the contractual life of the warrants is based on the Canadian government bond rate. Assumptions used for warrants issued during 2023 and 2022 are as follows:

	Number of	ExpectedPrice	Risk FreeInterest	ExpectedLife	ExpectedDividend	Fair Valueper Warrant	Total FairValue
Issue Date	Warrants	Volatility	Rate	(Years)	Yield	($)	($)
June 16, 2022	4,300,000	100%	3.20%	1.50	-	0.02	73
January 25, 2022	3,333,333	99%	1.21%	1.50	-	0.04	131

As at December 31, 2022, all outstanding warrants are exercisable, have a weighted average exercise price of $0.13 per warrant and a weighted life of 0.79 years.

7. Share Capital - continued

(d) Loss per Share

		Three Months Ended
	December 31,2022($)	December 31,2021($)
Basic loss per share	(0.00)	(0.01)
Diluted loss per share	(0.00)	(0.01)
Net loss for the period	(298)	(1,222)

(in thousands)	Three Months Ended
	December 31,2022	December 31,2021
Shares outstanding, beginning of period	216,400	205,142
Effect of share offerings	-	-
Effect of warrants exercised	-	-
Basic weighted average number of shares outstanding	216,400	205,142
Effect of dilutive share options	-	-
Effect of dilutive warrants	-	-
Diluted weighted average number of shares outstanding	216,400	205,142

As at December 31, 2022, there were 10,075,000 (2021 – 9,675,000) share options and 7,633,333 (2021 – 4,391,882) warrants that were potentially dilutive but not included in the diluted loss per share calculation as the effect would be anti-dilutive.

(e) Reserves

Share Options and Warrants

The share options and warrants reserve records items recognized as stock-based compensation expense and other share-based payments until such time that the stock options or warrants are exercised, at which time the corresponding amount will be transferred to share capital.

Accumulated Other Comprehensive Income (Loss)

The accumulated other comprehensive income (loss) reserve records unrealized exchange differences arising from translation of foreign operations that have a functional currency other than the Company's reporting currency.

8. Related Party Transactions

The Company entered into a fixed fee agreement (the "Xebra Services Agreement"), whereby the Company provided certain overhead and administration services in exchange for a fixed fee of $10 per month and a reduction in compensation of $8 per month to a certain officer in common. The Xebra Services Agreement was terminated on November 30, 2020 and replaced with an updated services agreement (the "Updated Services Agreement") effective January 1, 2021 for $2 per month. Effective June 1, 2021, the Updated Services Agreement was amended whereby the monthly fee is increased to $30 per month, which was further amended effective January 1, 2022 whereby the monthly fee is increased to $40 per month. The Updated Services Agreement was terminated effective January 20, 2023. The Company and Xebra had certain officers in common.

The Company entered into an office cost reimbursement agreement (the "OCRA") with Shellron Capital Ltd. ("Shellron"), effective January 1, 2022, whereby the Shellron reimburses the Company for certain office costs totaling $2 per month. The Company and Shellron have certain directors and officers in common.

The following is a summary of related party transactions:

	Three Months Ended
	December 31,2022($)	December 31,2021($)
Management fees paid to Columbus Capital Corporation; a company controlled by theChairman of the Company	75	23
Management fees paid to the President and CEO of the Company	-	66
Accounting fees paid to the CFO of the Company	45	48
Directors' fees paid or accrued	36	36
Share-based payments incurred to directors and executives officers of the Company	314	-
Administration cost recoveries received or accrued from Xebra	(88)	(90)
Administration cost recoveries received or accrued from Columbus Capital Corporation	(9)	-
Amounts reimbursed or receivable under the OCRA	(6)	-
Administration cost recoveries received or accrued from AllegiantGold Ltd., a Company witha director in common	-	(5)
	367	78

The following summarizes advances or amounts that remain receivable from or payable to each related party:

	December 31,	September 30,2022
	2022
	($)	($)
Receivable from Columbus Capital Corporation	9	9
Receivable due from Xebra (Advances received from Xebra)	-	(88)
Management fees advance (payable) to Columbus Capital Corporation	20	(28)
Directors' fees payable	(168)	(132)
	(139)	(239)

9. Segmented Disclosure

The Company has one reportable business segment, being mineral exploration and development. Assets by geographical area are as follows:

	December 31,	September 30,2022
	2022
	($)	($)
Current assets
Canada	308	182
Luxembourg/Panama	6	3
France (French Guiana)	45	41
Colombia	-	2
	359	228
Non-current assets
Canada	8	26
Luxembourg/Panama	17	19
Colombia	1	1
	26	46
Total assets
Canada	316	208
Luxembourg/Panama	23	22
France (French Guiana)	45	41
Colombia	1	3
	385	274

10. Commitments

The Company has commitments as follows:

	1 year($)	2-3 years($)	4-5 years($)	Total($)
Office lease payment	13	4	-	17
Equipment	4	-	-	4
	17	4	-	21

11. Financial Risk and Capital Management

Financial risk

The Company's financial instruments are exposed to certain financial risks. The risk exposures and the impact on the Company's financial instruments at December 31, 2022 are summarized below. The Board of Directors periodically reviews with management the principal risks affecting the Company and the systems that have been put in place to manage these risks.

(a) Credit risk

The credit risk exposure on cash is limited to its carrying amount at the date of the statements of financial position. Cash is held as cash deposits with creditworthy banks and an investment firm. The Company has receivables consisting of goods and services tax due from the Federal Government of Canada and trade receivables. Management believes that the credit risk with respect to cash and receivables as it relates to goods and services tax are low, and medium as it relates to remaining other receivables.

11. Financial Risk and Capital Management - continued

(b) Liquidity Risk

Liquidity risk arises from the Company's general and capital financing needs. The Company manages liquidity risk by attempting to maintain sufficient cash balances. Liquidity requirements are managed based on expected cash flows to ensure that there is sufficient capital in order to meet short term obligations. As at December 31, 2022, the Company has working capital deficiency of $859 (September 30, 2022 – $930). Management assessed liquidity risk to be high.

(c) Market Risks

(i) Foreign Currency Risk

The Company's functional currency is the Canadian dollar. The Company is exposed to the currency risk related to the fluctuation of foreign exchange rates of its subsidiaries in French Guiana, Panama and Colombia. The Company also has assets and liabilities denominated in US dollars and the European Euro. A significant change in the currency exchange rates between the Canadian dollar relative to the US dollar or European Euro could have an effect on the Company's results of operations, financial position and/or cash flows. The Company has not hedged its exposure to currency fluctuations.

(ii) Commodity Price Risk

The Company's ability to raise capital to fund exploration or development activities is subject to risks associated with fluctuations in the market price of gold. The Company closely monitors commodity prices to determine the appropriate course of action to be taken.

(iii) Interest Rate Risk

The Company does not have any interest-bearing debt and is therefore not exposed to interest rate risk.

Sensitivity Analysis

A 1% change in interest rates does not have a material effect on the Company's profit or loss and equity.

The Company has certain cash balances, receivables and accounts payables in US Dollars and European Euros, currencies other than the functional currency of Company. The Company estimates that a +/-10% change in the value of the Canadian dollar relative to the US dollar and European Euro would have a corresponding effect of approximately $2,600 to profit or loss.

Capital Management

The Company's objectives when managing capital are to safeguard the Company's ability to continue as a going concern in order to pursue the development of its mineral properties and to maintain a flexible capital structure for its projects for the benefit of its stakeholders. As the Company is in the exploration and development stage, its principal source of funds is from the issuance of common shares.

The Company manages the capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust the capital structure, the Company may attempt to issue new shares, enter into joint venture property arrangements, acquire or dispose of assets or adjust the amount of cash and investments.

In order to facilitate the management of its capital requirements, the Company prepares annual expenditure budgets that are updated as necessary depending on various factors, including successful capital deployment and general industry conditions. The Board of Directors approves the annual and updated budgets. There have been no changes to the Company's capital management policies and procedures since the end of the most recent fiscal year.

11. Financial Risk and Capital Management - continued

Fair Value

The fair value of the Company's financial instruments including cash, receivables, and accounts payable approximates their carrying value due to the immediate or short-term maturity of these financial instruments.

The fair value of marketable securities is based on quoted market prices for publicly traded shares.

IFRS 7, Financial Instruments: Disclosure establishes a fair value hierarchy that prioritizes the input to valuation techniques used to measure fair value as follows:

Level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities;

Level 2 – inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices); and

Level 3 – inputs for the asset or liability that are not based on observable market data (unobservable inputs).

The Company has determined the estimated fair values of its financial instruments based upon appropriate valuation methodologies. Marketable securities are classified as Level 1. At December 31, 2022, there were no financial assets or liabilities measured and recognized in the statement of position that would be categorized as Level 2 or Level 3 in the fair value hierarchy above.

Financial Instrument	Measurement Method	Associated Risks	Fair value atDecember31, 2022($)
Cash	FVTPL (Level 1)	Credit and currency	271
Receivables	Amortized cost	Credit and concentration	25
Accounts payable	Amortized cost	Currency	(807)
			(511)

12. Subsequent Event

On January 26, 2023, the Company completed a non-brokered private placement for gross proceeds of $1,056,900. The private placement was for 10,569,000 units at a price of $0.10 per unit. Each unit consisted of 1 common share of the Company, and one full warrant. Each warrant entitled the holder, on exercise, to purchase one common share of the Company at a price of $0.15. The warrants expire 12 months from the date of issuance. An aggregate of 227,430 finders' warrants and $22,743 has been paid in finders' fees. The securities issued in the Private Placement are subject to a hold period expiring on May 24, 2023.