Quri-Mayu Developments Ltd. — Interim / Quarterly Report 2022

Jun 28, 2022

QURI-MAYU DEVELOPMENTS LTD.

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

(Unaudited)

For the Six Months Ended April 30, 2022 and 2021

(Expressed in Canadian Dollars)

NOTICE OF NO AUDITOR REVIEW OF CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

Under National Instrument 51-102 released by the Canadian Securities Administrators, if an auditor has not performed a review of the condensed consolidated interim financial statements, they must be accompanied by a notice indicating that the financial statements have not been reviewed by an auditor.

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

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

Quri-Mayu Developments Ltd. Condensed Consolidated Interim Statements of Loss and Comprehensive Loss (Unaudited - Expressed in Canadian Dollars)

	Notes	April 30, 2022	October 31, 2021
		$	$
Assets
Current assets
Cash		447,973	586,063
GST receivable		2,639	3,320
Prepaid expenses and deposit		9,000	9,000
		459,612	598,383
Non-current assets
Deferred financing fees	11	128,223	84,842
Exploration and evaluation asset	3	863,931	860,994
Total Assets		1,451,766	1,544,219
Liabilities
Accounts payable and accrued liabilities	4	510,899	506,631
Loans payable	5	180,422	180,422
Current and Total Liabilities		691,321	687,053
Shareholders' Equity
Share capital	6	1,965,927	1,965,927
Deficit		(1,205,482)	(1,108,761)
Total Shareholders' Equity		760,445	857,166
Total Liabilities and Shareholders' Equity		1,451,766	1,544,219

Nature and continuance of operations (Note 1)

Proposed Transaction (Note 11)

Subsequent event (Note 12)

Approved and authorized for issue by the Board of Directors on June 28, 2022:

“Braydon Hobbs” Braydon Hobbs, Director	“Ronald Woo”
	Ronald Woo, Director

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

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Quri-Mayu Developments Ltd. Condensed Consolidated Interim Statements of Loss and Comprehensive Loss (Unaudited - Expressed in Canadian Dollars)

	Three months ended	Three months ended	Six months ended	Six months ended
	April 30,	April 30,	April 30,	April 30,
	2022	2021	2022	2021
	$	$	$	$
Operating Expenses
Administration	13,948	7,963	21,985	15,937
Listing and fees	2,411	1,995	21,280	2,261
Management and consulting fees	12,598	32,594	36,739	53,232
Professional fees	4,147	7,977	16,717	10,977
Total expenses	(33,104)	(50,529)	(96,721)	(82,407)
Loss and comprehensive loss	(33,104)	(50,529)	(96,721)	(82,407)
Basic and diluted loss per common
share	(0.00)	(0.00)	(0.00)	(0.00)
Weighted common shares
outstanding	36,126,120	35,726,120	36,126,120	35,726,120

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

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Quri-Mayu Developments Ltd. Condensed Consolidated Interim Statement of Changes in Shareholders’ Equity (Deficiency) (Unaudited - Expressed in Canadian Dollars)

	Common Shares
	Number Share Capital $ Deficit $ Total $
Balance at October 31, 2020	35,726,120 1,931,117 (939,681) 991,436
Share issuance costs	- (4,960) - (4,960)
Share subscriptions received	- 20,000 - 20,000
Loss for the period	- - (82,407) (82,407)
Balance at April 30, 2021	35,726,120 $ 1,946,157 $(1,022,088) $ 924,069
Balance at October 31, 2021	36,126,120 1,965,927 (1,108,761) 857,166
Loss for the period	- -(96,721) (96,721)
Balance at April 30, 2022	36,126,120 $ 1,965,927 $(1,205,482) $ 760,445

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

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Quri-Mayu Developments Ltd. Condensed Consolidated Interim Statements of Cash Flows (Unaudited - Expressed in Canadian Dollars)

	For the six months	For the six months
	ended April 30, 2022	ended April 30, 2021
	$	$
Operating activities
Net loss	(96,721)	(82,407)
Changes in non-cash working capital items:
GST receivable	681	(2,926)
Accounts payable and accrued liabilities	(29,476)	(3,912)
Net cash flows used in operating activities	(125,516)	(89,245)
Investing activities
Exploration expenditures	(2,937)	(85,976)
Net cash flows used in investing activities	(2,937)	(85,976)
Financing activities
Deferred financing fees	(9,637)	-
Share issuance costs	-	(4,960)
Share subscriptions received	-	20,000
Net cash flowsprovided by financing activities	(9,637)	15,040
Net change in cash	(138,090)	(160,181)
Cash, beginning	586,063	848,244
Cash, ending	447,973	688,063

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

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Quri-Mayu Developments Ltd. Notes to the Condensed Consolidated Interim Financial Statements For the Six Months Ended April 30, 2022 and 2021 (Unaudited - Expressed in Canadian Dollars)

1. Nature and continuance of operations

Quri-Mayu Developments Ltd. (the “Company”) was incorporated on November 28, 2017 under the laws of British Columbia, Canada.

The Company’s head office is located at 1000 – 1285 West Pender Street, Vancouver, BC Canada V6E 4B1. The principal business of the Company is the identification, evaluation and acquisition of mineral properties, as well as exploration of mineral properties once acquired.

These condensed consolidated interim financial statements have been prepared based on accounting principles applicable to a going concern, which presumes the realization of assets and settlement of liabilities in the normal course of operations in the foreseeable future. At April 30, 2022, the Company had not achieved profitable operations, had a net loss of $96,721 for the six months ended April 30, 2022 and accumulated losses of $1,205,482 (October 31, 2021 - $1,108,761) since inception, all of which indicate a material uncertainty that may cast significant doubt about the Company’s ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent upon a number of factors including obtaining additional financing as required and having profitable operations. These condensed consolidated interim financial statements do not give effect to adjustments to the carrying value and classification of assets and liabilities and related expense that would be necessary should the Company be unable to continue as a going concern. If the going concern assumption is not appropriate, material adjustments to the condensed consolidated interim financial statements could be required.

Since March 2020, several measures have been implemented in Canada and the rest of the world in response to the increased impact from novel coronavirus (“COVID-19”). The Company continues to operate its business at this time. While the impact of COVID-19 is expected to be temporary, the current circumstances are dynamic and the impacts of COVID-19 on business operations cannot be reasonably estimated at this time. The Company anticipates this could have an adverse impact on its business, results of operations, financial position and cash flows in future periods.

2. Basis of presentation and significant accounting judgments

a. Statement of compliance

These condensed consolidated interim financial statements, including comparatives, have been prepared in accordance with International Accounting Standards 34 – Interim Financial Reporting using accounting policies consistent with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and interpretations of the International Financial Reporting Interpretations Committee. The accounting policies and methods of computation applied by the Company in these condensed consolidated interim financial statements are the same as those applied in the Company’s audited annual financial statements as at and for the year ended October 31, 2021.

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Quri-Mayu Developments Ltd. Notes to the Condensed Consolidated Interim Financial Statements For the Six Months Ended April 30, 2022 and 2021 (Unaudited - Expressed in Canadian Dollars)

2. Basis of presentation and significant accounting judgments (continued)

b. Basis of presentation

The condensed consolidated interim financial statements of the Company have been prepared on a historical cost basis except for certain financial instruments classified in accordance with measurements standards under IFRS. The condensed consolidated interim financial statements are presented in Canadian dollars unless otherwise specified.

c. Consolidation

The condensed consolidated interim financial statements include the accounts of the Company and its controlled subsidiary. Details of controlled subsidiaries are as follows:

Country of incorporation	Percentage owned*
	April 30, 2022 October 31, 2021
1169783 B.C. Ltd. (“783 BC”) Canada 1200164 B.C. Ltd. dba Avalon West Acquisitions ("Avalon") Canada	100% 100% 100% 100%

*Percentage of voting power is in proportion to ownership.

d. Significant accounting judgments estimates and assumptions

The preparation of condensed consolidated interim financial statements in conformity with IFRS requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the date of the condensed consolidated interim financial statements and the reported revenues and expenses during this period.

Although management uses historical experience and its best knowledge of the amount, events or actions to form the basis for judgments and estimates, actual results may differ from these estimates.

The most significant accounts that require estimates as the basis for determining the stated amounts include the recoverability of evaluation and exploration assets and recognition of deferred tax amounts.

Critical judgments exercised in applying accounting policies that have the most significant effect on the amounts recognized in the condensed consolidated interim financial statements are as follows:

Going concern

Management assesses the Company's ability to continue as a going concern at each reporting date, using all quantitative and qualitative information available. This assessment, by its nature, relies on estimates of future cash flows and other future events (as discussed in Note 1), whose subsequent changes could materially impact the validity of such an assessment.

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Quri-Mayu Developments Ltd. Notes to the Condensed Consolidated Interim Financial Statements For the Six Months Ended April 30, 2022 and 2021 (Unaudited - Expressed in Canadian Dollars)

2. Basis of presentation and significant accounting judgments (continued)

d. Significant accounting judgments estimates and assumptions (continued)

Economic recoverability and probability of future economic benefits of mineral properties

Management has determined that mineral property costs incurred which were capitalized have future economic benefits and are economically recoverable. Management uses several criteria in its assessments of economic recoverability and probability of future economic benefits including geological and metallurgic information, history of conversion of mineral deposits to proven and probable reserves, scoping and feasibility studies, accessible facilities, existing permits and life of mine plans.

Income taxes

In assessing the probability of realizing income tax assets, management makes estimates related to expectations of future taxable income, applicable tax opportunities, expected timing of reversals of existing temporary differences and the likelihood that tax positions taken will be sustained upon examination by applicable tax authorities. In making its assessments, management gives additional weight to positive and negative evidence that can be objectively verified.

Site decommissioning obligations

The Company recognizes a provision for future abandonment activities in the financial statements equal to the net present value of the estimated future expenditures required to settle the estimated future obligation at the statement of financial position date. The measurement of the decommissioning obligation involves the use of estimates and assumptions including the discount rate, the expected timing of future expenditures and the amount of future abandonment costs. The estimates were made by management and external consultants considering current costs, technology and enacted legislation. As a result, there could be significant adjustments to the provisions established which would affect future financial results.

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Quri-Mayu Developments Ltd. Notes to the Condensed Consolidated Interim Financial Statements For the Six Months Ended April 30, 2022 and 2021 (Unaudited - Expressed in Canadian Dollars)

3. Exploration and evaluation asset

The following is a description of the Company’s exploration and evaluation asset for the period ended April 30, 2022 and year ended October 31, 2021:

	April 30, 2022	October 31, 2021
	$	$
Property acquisition costs
Balance, beginning	789,016	-
Acquisition	-	775,018
Additions	-	13,998
Balance,ending	789,016	789,016
Exploration and evaluation costs
Balance, beginning	71,978	-
Assay and laboratory	-	10,695
Consulting	-	20,108
Geological	-	9,765
Survey and Mapping	1,942	31,410
Meals & Entertainment	50	-
Travel & Accommodation	945	-
Balance,ending	74,915	71,978
Total	863,931	860,994

AT Property

Ronald Fisher and George Nicholson (collectively referred as the “Optionors”) had optioned a 100% interest in the mineral property called AT Mining Project (“AT Property”) situated in the province of British Columbia. Upon the acquisition of Avalon, the Company assumed the option agreement.

Pursuant to the option agreement, the Optionors shall grant full rights and authority to the Company for the AT Property upon the following:

• I. Paying an aggregate maximum of $260,000 to the Optionors as follows:

• $10,000 on execution of the option agreement (Paid on March 19, 2021); and

• 10% of exploration expenditures to be paid within 90 days of the completion of the work program during which such exploration expenditures were incurred up to a maximum aggregated amount of $250,000 in payments. (Paid $13,998 on March 19, 2021).

• II. Issuing an aggregate of 300,000 common shares to the Optionors upon achieving a public listing where AT Property is the ‘’Qualifying Property” as such defined in the TSX Venture Exchange policies.

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Quri-Mayu Developments Ltd. Notes to the Condensed Consolidated Interim Financial Statements For the Six Months Ended April 30, 2022 and 2021 (Unaudited - Expressed in Canadian Dollars)

3. Exploration and evaluation asset (continued)

The Company shall pay an aggregate 2.5% net smelter royalty to the Optionors upon commencement of commercial production and the Company will have the right to purchase 0.5% of the net smelter

royalty upon payment of an aggregate of $1,000,000 in shares to the Optionors. The Company shall have the right to purchase an additional 0.5% of the net smelter royalty at any time upon payment of an aggregate of $3,000,000 in shares to the Optionors.

4. Accounts payable and accrued liabilities

Accounts payable and accrued liabilities
	April 30, 2022	October 31, 2021
	$	$
Accounts payable	274,401	258,873
Amounts due to related parties (Note 7)	212,438	212,438
Accrued liabilities	24,060	35,320
Accounts payable and accrued liabilities	510,899	506,631

5. Loans payable

As at April 30, 2022, the Company had loans payable of $180,422 (October 31, 2021- $180,422) to Xmin Ventures Ltd. (“Xmin”), a company who is a major shareholder of the Company, and whose director is an officer of the Company. The loan is unsecured, non-interest bearing and has no specified terms of repayment. (Note 7)

6. Share capital

Authorized share capital

Unlimited common shares without par value.

Unlimited preferred shares without par value.

Issued and outstanding

As at April 30, 2022, the Company has 36,126,120 common shares (October 31, 2021 – 36,126,120).

No new shares were issued during the six months ended April 30, 2022.

As at April 30, 2022, the Company has no stock options and warrants outstanding.

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Quri-Mayu Developments Ltd. Notes to the Condensed Consolidated Interim Financial Statements For the Six Months Ended April 30, 2022 and 2021 (Unaudited - Expressed in Canadian Dollars)

7. Related party

Related party balances

At April 30,2022, accounts payable include $212,438 (October 31, 2021 - $212,438) are owing to companies controlled by directors and officers of the Company. (Note 4)

At April 30, 2022, loans of $180,422 (October 31, 2021 - $180,422) are owing to a company controlled by a former director of the company. (Note 5)

Key management personnel include those persons having authority and responsibility for planning, directing and controlling activities of the Company as a whole. The Company has determined that its key management personnel consists of the Company’s Board of Directors and corporate officers.

During the period ended April 30, 2022 and 2021, no expenses were incurred for directors and officers of the Company.

All prior related party transactions occurred in the normal course of operations and have been measured at the agreed to amount, which is the amount of consideration established and agreed to by the related parties.

8. Capital Management

The Company defines its capital as shareholders’ equity. The Company manages its capital structure and makes adjustments to it, based on the funds available to the Company, in order to support the acquisition and exploration and development of mineral properties.

The Board of Directors do 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. As such, the Company will rely on the equity markets to fund its activities. In addition, the Company is dependent upon external financings to fund activities.

In order to carry out planned exploration and pay for administrative costs, the Company will need to raise additional funds. The Company will continue to assess new properties and 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.

9. Financial instruments

The Company’s financial instruments consists of cash, accounts payable and accrued liabilities and loans payable. The carrying values of cash, accounts payable and accrued liabilities and loans payable approximate their fair values because of the relatively short-term nature of the instruments.

There are three levels of the fair value hierarchy as follows:

Level 1: Values based on unadjusted quoted prices in active markets that are accessible at the measurement date for identical assets or liabilities.

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Quri-Mayu Developments Ltd. Notes to the Condensed Consolidated Interim Financial Statements For the Six Months Ended April 30, 2022 and 2021 (Unaudited - Expressed in Canadian Dollars)

9. Financial instruments (continued)

• Level 2: Values based on quoted prices in markets that are not active or model inputs that are observable either directly or indirectly for substantially the full term of the asset or liability.

Level 3: Values based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement.

All financial instruments are classified as Level 1.

The Company is exposed in varying degrees to a variety of financial instrument related risks. The Board of Directors approves and monitors the risk management processes, inclusive of documented investment policies, counterparty limits, and controlling and reporting structures. The type of risk exposure and the way in which such exposure is managed is summarized as follows:

Credit risk

The Company’s cash is largely held in large Canadian financial institutions. The Company does not have any asset-backed commercial paper. The Company maintains cash deposits with Schedule A financial institution, which from time to time may exceed federally insured limits. The Company has not experienced any significant credit losses and believes it is not exposed to any significant credit risk.

Interest rate risk

Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. Financial assets and liabilities with variable interest rates expose the Company to cashflow interest rate risk. The Company does maintain bank accounts which earn interest at variable rates but it does not believe it is currently subject to any significant interest rate risk.

Foreign exchange risk

The Company's functional currency is the Canadian dollar and major purchases are transacted in Canadian dollars. Management believes the foreign exchange risk derived from currency conversions is negligible. The foreign exchange risk is therefore manageable and not significant. The Company does not currently use any derivative instruments to reduce its exposure to fluctuations in foreign exchange rates.

Liquidity risk

The Company’s ability to continue as a going concern is dependent on management’s ability to raise required funding through future equity issuances and through short-term borrowing. The Company manages its liquidity risk by forecasting cash flows from operations and anticipating any investing and financing activities. Management and the Board of Directors are actively involved in the review, planning and approval of significant expenditures and commitments. Management believes that the liquidity risk is high.

As at April 30, 2022, the Company had a cash balance of $447,973 (October 31, 2021 - $586,063) to settle current liabilities of $691,321 (October 31, 2021 - $687,053).

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Quri-Mayu Developments Ltd. Notes to the Condensed Consolidated Interim Financial Statements For the Six Months Ended April 30, 2022 and 2021 (Unaudited - Expressed in Canadian Dollars)

10. Segmented information

The Company operates in one reportable operating segment, being the acquisition and exploration of mineral properties in Canada. As the operations comprise of single reporting segment, amounts disclosed also represent segment amounts.

11. Proposed Transaction

During the year ended October 31, 2021, the Company entered into a letter agreement with PI Financial Corp. (the “Agent”) to act as an exclusive agent with respect to a proposed Initial Public Offering (“Offering”). Pursuant to the agreement, the Company agreed to file a prospectus with the Alberta Securities Commission, British Columbia Securities Commission and such other jurisdictions as may be agreed to by the Company and the Agent for the issuance of 6,500,000 common shares at a price of $0.10 per share for aggregate gross proceeds of $650,000.

The Company will pay a commission of 6% of the gross proceeds on the closing of the Offering. The Company shall also pay the Agent a corporate finance fee of $25,000 plus GST. A non-refundable deposit of 50% of the corporate finance fee in the amount of $12,500 plus GST was paid upon signing of this letter agreement and the balance will be payable at the closing of the Offering.

In addition, the Company shall issue to the Agent on the closing of the Offering options (the “Compensation Options”) equal to 6% of the number of shares sold under the Offering which will entitle the Agent to purchase one common share at $0.10. The Compensation Options may be exercised at any time and from time to time for a period of thirty-six (36) months following the date on which the shares of the Company are listed on the TSX Venture Exchange.

The proposed transaction is subject to, but not limited to, due diligence, and the approval by regulatory authorities, the TSX Ventures Exchange and by the Company’s shareholders. There can be no assurances the proposed transaction will be completed as proposed or at all.

The Company filed a final prospectus subsequent to April 30, 2022 with the securities regulatory authorities in the provinces of British Columbia and Alberta, pursuant to which a final receipt issued on May 18, 2022.

12. Subsequent Event

As on May 9, 2022, the company has entered into a debt settlement agreement with its creditor Xmin Venture Ltd to issue 1,804,218 common shares at deemed price of $0.10 per share in lieu of debt amount of $180,422. (Note 5 & 7).

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