Quri-Mayu Developments Ltd.

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

(Unaudited)

For the Six Months Ended April 30, 2021 and 2020

(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 Financial Position (Unaudited - Expressed in Canadian Dollars)

Notes	April 30, 2021 October 31, 2020
Assets Cash GST receivable Prepaid expenses and deposit	$ 688,063 $ 848,244
	10,709 7,783 9,000 9,000
Non-current assets Deferred financing fees 11 Exploration and evaluation asset 3	707,772 865,027 17,328 - 860,994 775,018
Total Assets	$ 1,586,094 $ 1,640,045
Liabilities Accounts payable and accrued liabilities 4 Loans payable 5	$ 481,603 $ 468,187 180,422 180,422
Current and Total Liabilities	662,025 648,609
Shareholders' Equity Share capital 6 Share subscriptions received 6,11 Deficit	1,926,157 1,931,117 20,000 - (1,022,088) (939,681)
Total Shareholders' Equity	924,069 991,436
Total Liabilities and Shareholders' Equity	$ 1,586,094 $ 1,640,045

Nature and continuance of operations (Note 1)

Subsequent event (Note 11)

Approved and authorized for issue by the Board of Directors on June 29, 2021:

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

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

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

Note	For the three months ended April 30, For the three months ended April 30, For the six months ended April 30, For the six months ended April 30, 2021 2020 2021 2020
Operating Expenses Administration Listing and fees	$ 7,963 $ 14,048 $ 15,937 $ 21,942 1,995 2,000 2,261 2,143
Management and consulting fees Professional fees Property evaluation 7	32,594 19,140 53,232 39,804 7,977 2,025 10,977 4,194 - - -18,750
Loss and comprehensive loss	$(50,529) $(37,213) $(82,407) $(86,833)
Basic and diluted loss per common share	$(0.00) $(0.00) $(0.00) $(0.00)
Weighted average and fully diluted common shares outstanding	35,726,120 19,496,120 35,726,120 19,496,120

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

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

	Common Shares

	Total Number Share Capital Deficit

Balance at October 31, 2019 Loss for theperiod	19,496,120 $ 312,736 $ (788,560) $ (475,824) - -(86,833) (86,833)
Balance at April 30, 2020	19,496,120 $ 312,736 $(875,393) $(562,657)

Balance at October 31, 2020 Share issuance costs Share subscriptions received	35,726,120 1,931,117 (939,681) 991,436 - (4,960) - (4,960) - 20,000 - 20,000
Loss for theperiod	- -(82,407) (82,407)
Balance at April 30, 2021	35,726,120 $ 1,946,157 $(1,022,088) $ 924,069

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

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,	ended April 30,
	2021	2020
Operating activities
Net loss	$ (82,407)	$ (86,833)
Changes in non-cash working capital items:
GST receivable	(2,926)	16,802
Accountspayable and accrued liabilities	(3,912)	52,400
Net cash flows used in operating activities	(89,245)	(17,631)
Investing activities
Exploration expenditures	(85,976)	-
Net cash flows used in investing activities	(85,976)	-
Financing activities
Share issuance costs	(4,960)	-
Share subscriptions received	20,000	-
Net cash flowsprovided by financing activities	15,040	-
Net change in cash	(160,181)	(17,631)
Cash,beginning	848,244	27,371
Cash, ending	$ 688,063	$ 9,740

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

Quri-Mayu Developments Ltd. Notes to the Condensed Consolidated Interim Financial Statements For the Six Months Ended April 30, 2021 and 2020 (Unaudited - Expressed in Canadian Dollars)

1. Nature and continuance of operations

Quri-Mayu Developments Ltd. (the “Company”) was incorporated as Quri-Mayu Ventures Ltd. as a wholly-owned subsidiary of reporting issuer EVI Global Group Developments Corp (“EGGD”) on November 28, 2017 under the laws of British Columbia, Canada. The Company changed its name to Quri-Mayu Developments Ltd. on August 13, 2018. The Company was divested (spun out) with EGGD on October 3, 2018 through a plan of arrangement.

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 on the basis of 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, 2021, the Company had not achieved profitable operations, had a net loss of $82,407 for the six months ended April 30, 2021 and accumulated losses of $1,022,088 (October 31, 2020 - $939,681) 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. Significant accounting policies and basis of presentation

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 annual financial statements as at and for the year ended October 31, 2020 with the exception of new accounting policy adopted in the current period.

Quri-Mayu Developments Ltd. Notes to the Condensed Consolidated Interim Financial Statements For the Six Months Ended April 30, 2021 and 2020 (Unaudited - Expressed in Canadian Dollars)

2. Significant accounting policies and basis of presentation (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, October 31,
	2021 2020
1169783 B.C. Ltd. (“783 BC”) Canada 1200164 B.C. Ltd. dba Avalon West Acquisitions("Avalon") Canada	100% 100% 100% 100%

d. New accounting standards

IAS 1 Presentation of financial statements (amendment)

On November 1, 2020, the Company adopted the IASB issued amendments to IAS 1 which were incorporated into Part I of the CPA Canada Handbook – Accounting by the Accounting Standards Board (AcSB) in February 2019. The amendments clarify the definition of material and how it should be applied, as well as align the definition of material across IFRS standards and other publications. The amended definition of material states: Information is material if omitting, misstating or obscuring it could reasonably be expected to influence the decisions that the primary users of general-purpose financial statements make on the basis of those financial statements, which provide financial information about a specific reporting entity.

The adoption of this new amendment did not have a material impact on the Company’s condensed consolidated interim financial statements.

e. 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.

Quri-Mayu Developments Ltd. Notes to the Condensed Consolidated Interim Financial Statements For the Six Months Ended April 30, 2021 and 2020 (Unaudited - Expressed in Canadian Dollars)

2. Significant accounting policies and basis of preparation (continued)

e. Significant accounting judgments estimates and assumptions (continued)

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.

Impairment of financial assets

The impairment assessment of a financial asset requires judgment. Management evaluates the duration and extent to which the fair value of an investment is less than its cost, and the financial health of and short-term business outlook for the investee, including factors such as industry and sector performance, changes in technology and operational and financing cash flow. When the fair value declines, management makes a judgment if the decline in value is other than temporary impairment to be recognized in profit or loss.

3. Exploration and evaluation asset

The following is a description of the Company’s exploration and evaluation asset for the period ended April 30, 2021 and year ended October 31, 2020:

	April 30, 2021	October 31, 2020
	$	$
Property acquisition costs
Balance, beginning	775,018	-
Acquisition	-	775,018
Additions	13,998	-
Balance,ending	789,016	775,018
Exploration and evaluation costs
Balance, beginning	-	-
Additions	71,978	-
Balance,ending	71,978	-
Total	860,994	775,018

Quri-Mayu Developments Ltd. Notes to the Condensed Consolidated Interim Financial Statements For the Six Months Ended April 30, 2021 and 2020 (Unaudited - Expressed in Canadian Dollars)

3. Exploration and evaluation asset (continued)

AT Property

On October 30, 2020, the Company acquired a 100% interest in Avalon through the issuance of 8,100,000 common shares with a fair value of $810,000.

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.

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

	April 30,	October 31,
	2021	2020
	$	$
Accounts payable	235,791	217,249
Amounts due to related parties (Note 7)	212,438	222,438
Accrued liabilities	33,375	28,500
Accountspayable and accrued liabilities	481,603	468,187

Quri-Mayu Developments Ltd. Notes to the Condensed Consolidated Interim Financial Statements For the Six Months Ended April 30, 2021 and 2020 (Unaudited - Expressed in Canadian Dollars)

5. Loans payable

I. On February 15, 2019, the Company acquired a 100% interest in 783 B.C. As a result of the transaction, the Company assumed the first loan of $15,000 payable to a related company (‘Xmin’). (Note 7)
II. During the year ended October 31, 2019, the company received two additional loans from Xmin. The first loan of $165,422 is unsecured, non-interest bearing and has no specified terms of repayment. (Note 7)
III. The second loan of $25,000 was secured by a promissory note, was payable on demand and bore interest at 6% per annum. The loan principal was settled during the year ended October 31, 2019. Accrued interest as at April 30, 2021 is $82 and is included in accounts payable and accrued liabilities.

6. Share capital

Authorized share capital

Unlimited common shares without par value.

Unlimited preferred shares without par value.

Issued and outstanding

35,726,120 common shares as at April 30, 2021 (October 31, 2020 – 35,726,120).

No new shares were issued during the six months ended April 30, 2021.

As April 30, 2021, the Company has no stock options and warrants outstanding.

During the period ended April 30, 2021, the Company received $20,000 of share subscriptions in connection with the proposed initial public offering (Note 11).

7. Related party

Related party balances

At April 30,2021, accounts payable includes $212,438 (October 31, 2020 - $222,438) owing to directors and officers. (Note 4)

At April 30, 2021, loans of $180,422 (October 31, 2020 - $180,422) are owing to a related company. (Note 5 (I) and (II))

Amounts due to related parties are unsecured, non-interest bearing and have no specified terms of repayment.

Quri-Mayu Developments Ltd. Notes to the Condensed Consolidated Interim Financial Statements For the Six Months Ended April 30, 2021 and 2020 (Unaudited - Expressed in Canadian Dollars)

7. Related party transactions (continued)

Related party transactions

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, 2021 and 2020, the following amounts were incurred for directors and officers of the Company:

	April	30,	2021	April	30, 2020
			$		$
Property evaluation costs			-		18,750

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. These estimates are subjective and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates.

Quri-Mayu Developments Ltd. Notes to the Condensed Consolidated Interim Financial Statements For the Six Months Ended April 30, 2021 and 2020 (Unaudited - Expressed in Canadian Dollars)

9. Financial instruments (continued)

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.
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 is not exposed to credit risk. The Company’s cash is held in large Canadian financial institutions. The Company has not experienced nor is exposed to any significant credit losses.

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 and reporting currency is the Canadian dollar and major purchases are transacted in Canadian dollars. As a result, the Company’s exposure to foreign currency risk is minimal.

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, 2021, the Company had a cash balance of $688,063 (October 31, 2020 - $848,244) to settle current liabilities of $674,025 (October 31, 2020 - $648,609).

Quri-Mayu Developments Ltd. Notes to the Condensed Consolidated Interim Financial Statements For the Six Months Ended April 30, 2021 and 2020 (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. Subsequent event

Subsequent to April 30, 2021, the Company entered into an 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 between, 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 6,000,000 common shares at a price of $0.10 per share for aggregate gross proceeds of $600,000.

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 payable 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, compensation options (the “Compensation Options”) equal in number 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 thirtysix (36) months following the date on which the shares of the Company are listed on the TSX Venture Exchange.

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Quri-Mayu Developments Ltd. Interim / Quarterly Report 2021

47676_rns_2021-06-29_b883e417-09b7-480d-aa10-1fa50e2925d5.pdf