Robex Resources Inc. - Annual Report 2023

Consolidated Financial Statements December 31, 2023

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CONSOLIDATED FINANCIAL STATEMENTS Page
Independent auditor’s report ............................................................................................................................................................................1
Consolidated statements of income ...................................................................................................................................................................8
Consolidated statements of comprehensive income ............................................................................................................................................9
Consolidated statements of changes in equity ..................................................................................................................................................10
Consolidated balance sheets ...........................................................................................................................................................................11
Consolidated statements of cash flows ............................................................................................................................................................12
Notes to consolidated financial statements
1. Description of the business and going concern ............................................................................................................................................13
2. Basis of preparation ..................................................................................................................................................................................13
3. Significant accounting policies ....................................................................................................................................................................14
4. New accounting standards adopted during the year and standards issued but not yet effective .....................................................................23
5. Estimates, judgments and assumptions ......................................................................................................................................................24
6. Segmented information .............................................................................................................................................................................26
7. Acquisition of Sycamore Group ...................................................................................................................................................................30
8. Mining expenses .......................................................................................................................................................................................31
9. Administrative expenses ............................................................................................................................................................................31
10. Finance costs .........................................................................................................................................................................................31
11. Non-controlling interests ........................................................................................................................................................................32
12. Inventory ................................................................................................................................................................................................32
13. Accounts receivable .................................................................................................................................................................................32
14. Deferred financing fees ............................................................................................................................................................................32
15. Mining properties ....................................................................................................................................................................................33
16. Property, plant and equipment .................................................................................................................................................................35
17. Accounts payable ....................................................................................................................................................................................36
18. Lines of credit .........................................................................................................................................................................................36
19. Environmental liabilities ...........................................................................................................................................................................36
20. Leases ....................................................................................................................................................................................................37
21. Bridge loan .............................................................................................................................................................................................38
22. Shareholders’ equity ................................................................................................................................................................................40
23. Accumulated other comprehensive income ................................................................................................................................................41
24. Additional information to the consolidated statements of cash flows ...........................................................................................................42
25. Income taxes ..........................................................................................................................................................................................43
26. Earnings per share .................................................................................................................................................................................45
27. Capital disclosures ...................................................................................................................................................................................45
28. Contingencies and commitments ..............................................................................................................................................................46
29. Financial instruments ...............................................................................................................................................................................47
30. Related party transactions .......................................................................................................................................................................50
31. Subsequent events ..................................................................................................................................................................................51

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Independent auditor’s report

To the Shareholders of Robex Resources Inc.

Our opinion

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the financial position of Robex Resources Inc. and its subsidiaries (together, the Company) as at December 31, 2023 and 2022, and its financial performance and its cash flows for the years then ended in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board (IFRS Accounting Standards).

What we have audited

The Company’s consolidated financial statements comprise:

the consolidated statements of income for the years ended December 31, 2023 and 2022;
the consolidated statements of comprehensive income for the years ended December 31, 2023 and 2022;
the consolidated statements of changes in equity for the years ended December 31, 2023 and 2022;
the consolidated balance sheets as at December 31, 2023 and 2022;
the consolidated statements of cash flows for the years ended December 31, 2023 and 2022; and
the notes to the consolidated financial statements, which include material accounting policy information and other explanatory information.

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 believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Independence

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.

PricewaterhouseCoopers LLP

1250 René-Lévesque Boulevard West, Suite 2500, Montréal, Quebec, Canada H3B 4Y1 T: +1 514 205 5000, F: +1 514 876 1502, [email protected]

“PwC” refers to PricewaterhouseCoopers LLP, an Ontario limited liability partnership.

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Material uncertainty related to going concern

We draw attention to Note 1 to the consolidated financial statements, which describes events or conditions that indicate the existence of a material uncertainty that may cast significant doubt about the Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.

Key audit matters

Key Audit Matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements for the year ended December 31, 2023. 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. In addition to the issue presented in the Material uncertainty related to going concern section, we have determined that the matters described below to be the key audit matters to be communicated in our report.

Key audit matter

Impairment of the property, plant and equipment of the Nampala mine cashgenerating unit (CGU)

Refer to Notes 3, Material accounting policies information, and 5, Estimates, judgments and assumptions, to the consolidated financial statements.

As at December 31, 2023, the Company had property, plant and equipment in a total amount of $98.6 million, of which $68.3 million was related to the Nampala mine CGU.

Property, plant and equipment are tested for impairment whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. For the purpose of determining recoverable amounts, assets are grouped at the lowest levels for which identifiable cash flows are independent of the cash flows of other groups of assets.

How our audit addressed the key audit matter Our approach to addressing the matter involved the following procedures, among others:

Evaluated how management determined the recoverable amount of the CGU, which included the following:
Evaluated the reasonableness of key assumptions, such as future gold prices, operating costs and expected future capital costs by (i) comparing future gold prices with external market and industry data; (ii) comparing operating costs and expected future capital costs with the current and past performance of the CGU; and (iii) assessing whether these assumptions were aligned with any evidence obtained in other areas of the audit.
− Used the work of management’s experts to perform procedures aimed at evaluating the reasonableness of recoverable minerals and future production volumes. To be able to use this work, the competence, capabilities and objectivity of management’s experts and the adequacy of the experts’ work as evidence have been evaluated. The procedures performed also

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Key audit matter

The recoverable amount of an asset or a CGU is the higher of its fair value less costs of disposal and its value in use. The impairment loss recognized is the excess of the carrying amount over its recoverable amount.

As at December 31, 2023, operating conditions and cost pressures were considered indicators of impairment, among other facts and circumstances, and as a result, the Company's management carried out an impairment test on the Nampala mine CGU.

How our audit addressed the key audit matter

included evaluating the methods and assumptions used by management’s experts as well as testing the data used by these experts and evaluating their findings.
− Tested the underlying data used in the model.
Used professionals with specialized skill and knowledge in the field of valuation to evaluate the appropriateness of the cash flow discounting model used by management as well as the reasonableness of the discount rate.

The net assets of the Nampala mine CGU have been written down to their recoverable amount of $75.0 million, which was determined as fair value less costs to sell, using an approach based on discounted cash flows over the estimated life of the mine. The calculation of cash flows required management to make significant judgments and estimates while developing the key assumptions, including the recoverable mineral content, future gold prices, future production volumes, operating costs, expected future capital costs and the discount rate. Management relies on experts in geology and metallurgy to develop estimates of recoverable minerals and future production volume (management's experts).

We considered this a key audit matter due to (i) the high carrying amount of the property, plant and equipment of the CGU, and (ii) the significant judgments made by management in determining the recoverable amount of the CGU and the effort required to perform the procedures, including testing management’s material assumptions. In addition, the audit effort involved the use of professionals with specialized skill and knowledge in the field of valuation.

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Key audit matter

Uncertain tax positions

Refer to Notes 5, Estimates, judgments and assumptions, and 28, Contingencies and commitments, to the consolidated financial statements.

The Company is subject to income taxes in numerous jurisdictions. Significant judgment is required in determining the amount of the overall tax provision. The ultimate tax consequences of many of the transactions and calculations are uncertain. The Company recognizes liabilities for anticipated tax audit issues based on estimates of whether additional taxes will be due. When the final tax outcome of these matters is different from the tax provision initially recorded, such differences will impact the current and deferred tax assets and liabilities in the period in which such determination is made.

In 2023, the Company received proposals for tax reassessments from the Malian tax authorities for the years 2019 to 2021 with a maximum exposure of FCFA 39.3 billion (including interest and penalties), or approximately $88.5 million. As at the date of the financial statements, the Company has not yet received a definitive notification, the final outcome of this case is not determinable at this time and, consequently, no provision was recognized as at December 31, 2023.

How our audit addressed the key audit matter

Our approach to addressing the matter included the following procedures, among others:

Tested the calculation of the overall tax provision by considering uncertain tax positions, by jurisdiction, based on developments in the tax situation, which included the following:
Evaluated the information used in calculating the provision, including consideration of changes in facts and circumstances during the year.
Used professionals with specialized skill and knowledge in tax to assist in evaluating the Company’s uncertain tax positions, including assessing the reasonableness of management’s assessment of the likelihood that the tax authority will accept an uncertain tax treatment, estimating the provision and applying relevant tax laws.
Evaluated the status and results of income tax audits with the relevant tax authorities.
Assessed the related disclosures in the consolidated financial statements.

The estimates for the various proposed reassessments or notices of assessment involve a degree of estimation and judgment with respect to certain items for which the tax treatment cannot be determined with certainty until the notice of assessment is received or the objection process reaches a resolution with its tax authority or, if applicable, through a formal legal proceeding.

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Key audit matter How our audit addressed the key audit matter

The inherent uncertainty regarding the outcome of these items means that their eventual resolution could differ from the accounting estimates, thereby affecting the Company’s financial position, results of operations and cash flows.

We considered this a key audit matter due to the significant judgment made by management in evaluating uncertain tax positions. This resulted in a high degree of auditor judgment and subjectivity in performing procedures. The audit effort involved the use of professionals with specialized skill and knowledge in foreign tax matters.

Other information

Management is responsible for the other information. The other information comprises the 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 identified above 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.

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 Accounting Standards, 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.

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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 to 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 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 the 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 judgment 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 risk 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.

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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.
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

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 communicate to them all relationships and other matters that may reasonably be thought to bear on our independence and, where applicable, related safeguards.

From the matters communicated to 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: they 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 on the audit resulting in this independent auditor’s report is Maxime Guilbault.

/s/PricewaterhouseCoopers/LLP[1]

Montreal, Quebec April 29, 2024

1 CPA auditor, public accountancy permit No. A128042

CONSOLIDATED STATEMENTS OF INCOME

FOR THE YEARS ENDED DECEMBER 31

(in Canadian dollars unless otherwise indicated)

MINING Revenues – Gold sales Mining expenses – Note 8 Mining royalties Depreciation of property, plant and equipment and amortization of tangible and intangible assets Impairment loss on the Nampala mine - Notes 5 and 16	2023 $ 2022 $ 134,668,343 112,236,766 (40,210,170) (34,774,721) (4,174,388) (3,477,139) (21,144,791) (11,475,176) (53,887,997) ---
MINING INCOME	15,250,997 62,509,730
OTHER EXPENSES Administrative expenses – Note 9 Exploration and evaluation expenses Stock option compensation cost - Note 22 (b) Depreciation of property, plant and equipment and amortization of tangible and intangible assets Write-off of property, plant and equipment Other income	(26,632,559) (18,653,171) (585,783) (183,994) (422,674) (863,180) (261,819) (102,949) (653,501) (1,168,823) 109,200 109,973
OPERATING INCOME	(13,196,139) 41,647,586
FINANCIAL EXPENSES Finance costs – Note 10 Foreign exchange gains Change in the fair value of share purchase warrants – Note 21	(2,031,907) (1,704,897) 2,208,018 742,774 1,016,863 ---
INCOME BEFORE INCOME TAX EXPENSE	(12,003,165) 40,685,463
INCOME TAX RECOVERY (EXPENSE) – Note 25	2,657,092 (7,871,946)
NET INCOME	(9,346,073) 32,813,517
ATTRIBUTABLE To the common shareholders To non-controlling interest – Note 11 EARNINGS PER SHARE – Note 26 Basic(1) Diluted(1)	(6,637,044) 30,777,719 (2,709,029) 2,035,798
	(9,346,073) 32,813,517
	(0.074) 0.484 (0.074) 0.481

(1) On March 28, 2024, the Company announced a 10 for 1 reverse stock split (see Note 31 - Subsequent events).

The notes are an integral part of the consolidated financial statements.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

FOR THE YEARS ENDED DECEMBER 31

(in Canadian dollars unless otherwise indicated)

NET INCOME Other comprehensive income Item that may be reclassified subsequently to net income Exchange difference – Note 23	2023 $ 2022 $ (9,346,073) 32,813,517 (4,184,788) 1,531,412
COMPREHENSIVE INCOME	(13,530,861) 34,344,929
COMPREHENSIVE INCOME ATTRIBUTABLE To common shareholders To the non-controlling interest	(10,869,229) 32,206,611 (2,661,632) 2,138,318
	(13,530,861) 34,344,929

The notes are an integral part of the consolidated financial statements.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

Years ended December 31, 2023 and 2022

(in Canadian dollars unless otherwise indicated)

Balance as at December 31, 2021 Net income Other comprehensive income	Common shareholders Share capital issued Share capital to be issued Reserve – stock options Retained earnings Accumulated other comprehensive income Total Non-controlling interest Total equity 71,407,047 --- 3,027,611 24,104,509 (1,120,724) 97,418,443 1,228,822 98,647,265 --- --- --- 30,777,719 --- 30,777,719 2,035,798 32,813,517 --- --- --- --- 1,428,892 1,428,892 102,520 1,531,412
Comprehensive income Acquisition of Sycamore Group – Note 7 Stock options exercised Stock options expensed – Note 22 (b)	--- --- --- 30,777,719 1,428,892 32,206,611 2,138,318 34,344,929 50,853,600 11,719,099 --- --- --- 62,572,699 --- 62,572,699 214,624 --- (88,374) --- --- 126,250 --- 126,250 --- --- 863,180 --- --- 863,180 --- 863,180
Balance as at December 31, 2022 Net income Other comprehensive income	122,475,271 11,719,099 3,802,417 54,882,228 308,168 193,187,183 3,367,140 196,554,323 --- --- --- (6,637,044) --- (6,637,044) (2,709,029) (9,346,073) --- --- --- --- (4,232,185) (4,232,185) 47,397 (4,184,788)
Comprehensive income Acquisition of Sycamore Group – Note 7 Dividends – Note 22 (c) Stock options exercised Stock options expensed – Note 22 (b)	--- --- --- (6,637,044) (4,232,185) (10,869,229) (2,661,632) (13,530,861) --- 856,489 --- --- --- 856,489 --- 856,489 --- --- --- --- --- --- (318,520) (318,520) 141,918 --- (52,088) --- --- 89,830 --- 89,830 --- --- 422,674 --- --- 422,674 --- 422,674
Balance as at December 31, 2023	122,617,189 12,575,588 4,173,003 48,245,184 (3,924,017) 183,686,947 386,988 184,073,935

The notes are an integral part of the consolidated financial statements.

CONSOLIDATED BALANCE SHEETS FOR THE YEARS ENDED DECEMBER 31

(in Canadian dollars unless otherwise indicated)

ASSETS CURRENT ASSETS Cash Inventory – Note 12 Accounts receivable – Note 13 Prepaid expenses Deposits paid Deferred financing fees – Note 14 NON-CURRENT ASSETS VAT receivable Deposits paid on property, plant and equipment Mining properties – Note 15 Property, plant and equipment – Note 16 Intangible assets Deferred tax asset – Note 25	2023 $ 2022 $ 12,221,978 3,611,406 15,620,800 17,648,967 6,733,583 8,867,852 465,795 805,914 1,345,035 1,161,559 2,580,751 ---
	38,967,942 32,095,698
	2,985,818 258,386 19,674,805 3,791,457 105,388,261 87,831,409 98,617,093 127,397,473 539,568 386,885 818,480 ---
TOTAL ASSETS	266,991,967 251,761,308
LIABILITIES CURRENT LIABILITIES Lines of credit – Note 18 Accounts payable – Note 17 Bridge loan – Note 21 Current portion of long-term debt Current portion of lease liabilities – Note 20 NON-CURRENT LIABILITIES Long-term debt Share purchase warrants – Note 21 Environmental liabilities – Note 19 Lease liabilities – Note 20 Deferred tax liabilities – Note 25 Other long-term liabilities TOTAL LIABILITIES SHAREHOLDERS' EQUITY Share capital issued – Note 22 (a) Share capital to be issued Reserve – Stock options Retained earnings Accumulated other comprehensive income – Note 23 Non-controlling interest	4,953,133 11,370,939 19,664,396 17,957,004 45,530,538 --- 159,936 1,343,591 1,887,524 1,087,477
	72,195,527 31,759,011
	--- 51,624 1,340,850, --- 1,168,859 424,138 6,319,392 11,431,265 --- 10,106,230 1,893,404 1,434,717
	82,918,032 55,206,985
	122,617,189 122,475,271 12,575,588 11,719,099 4,173,003 3,802,417 48,245,184 54,882,228 (3,924,017) 308,168
	183,686,947 193,187,183
	386,988 3,367,140
	184,073,935 196,554,323
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	266,991,967 251,761,308

Going concern basis (Note 1) Contingencies and commitments (Note 28) Subsequent events (Note 31)

The notes are an integral part of the consolidated financial statements.

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31

(in Canadian dollars unless otherwise indicated)

CASH FLOWS FROM (USED IN) Operating activities Net income Adjustments for Finance costs Depreciation of property, plant and equipment and amortization of intangible assets Deferred income tax expense Change in the fair value of share purchase warrants Reduction in mining operating expenses related to lease liabilities – Notes 8 and 10 Unrealized foreign exchange gains Impairment loss on the Nampala mine Write-off of property, plant and equipment Stock option compensation cost Net change in non-cash working capital items – Note 24 Change in VAT receivable Change in other long-term liabilities Change in environmental liabilities Interest paid – Note 24 Investing activities Advances to the Sycamore Group prior to the Transaction – Note 7 Cash acquired – Note 7 Transaction costs – Note 7 Deposits paid on property, plant and equipment Acquisition of mining properties Acquisition of property, plant and equipment Acquisition of intangible assets Financing activities Deferred financing fees Debt contracted Repayment of long-term debt Change in lines of credit Payments on lease liabilities Issuance of common shares upon exercise of stock options Dividends paid Effect of exchange rate changes on cash Increase (decrease) in cash Cash, beginning of year	2023 $ 2022 $ (9,346,073) 32,813,517 2,031,907 1,704,897 21,406,610 11,578,125 (10,924,759) 2,037,040 (1,016,863) --- (947,634) --- (711,247) --- 53,887,997 --- 653,501 1,168,823 422,674 863,180 690,334 (21,544,425) (2,727,431) 1,278,090 442,538 1,434,717 703,325 --- (1,298,322) (1,516,817)
	53,266,557 29,817,147
	--- (11,575,108) --- 248,380 --- (886,379) (16,100,935) (378,861) (15,716,156) (3,736,969) (44,672,166) (31,241,413) (244,568) (121,080)
	(76,733,825) (47,691,430)
	(3,071,065) --- 46,960,669 1,322,466 (1,241,343) (4,402,782) (6,416,316) 4,470,921 (839,680) (783,340) 89,830 126,250 (286,225) ---
	35,195,870 733,515
	(3,118,030) 30,367
	8,610,572 (17,110,401) 3,611,406, 20,721,807
Cash, end of year	12,221,978 3,611,406
Taxes paid Additional information (Note 24)	4,681,883 10,789,086

The notes are an integral part of the consolidated financial statements.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years ended December 31, 2023 and 2022

(in Canadian dollars unless otherwise indicated)

1. DESCRIPTION OF THE BUSINESS AND GOING CONCERN

Robex Resources Inc. (the “Company”) is a Canadian mining company specialized in gold exploration and mining in West Africa. In Mali, the Company has been operating the Nampala mine since 2017 and holds five exploration permits in the south (Mininko, Kamasso, and Gladié) and west (Sanoula and Diangounté) of the country.

The Company also owns a portfolio of four mining licenses (“Kiniéro Project”) in the Republic of Guinea, consisting of a set of mining licenses (approximately 470 km[2] ) in the Siguiri basin.

The address of the head office is 2875 Laurier Boulevard, D1-1000, Québec, Quebec, G1V 2M2, Canada.

The consolidated financial statements have been prepared in accordance with accounting principles applicable to a going concern, under which it is assumed that assets will be realized and liabilities settled in the normal course of business. In assessing whether the going concern assumption is appropriate, management considers all available information for the subsequent period, which is at least 12 months from the balance sheet date.

As at December 31, 2023, the Company had a working capital deficit of $33.2 million, which includes the bridge loan maturing in June 2024. Under the terms of this bridge loan, the Company agreed to comply with certain conditions and financial ratios, which were not met as at December 31, 2023 (see Note 21 - Bridge loan).

At the date of these financial statements, the Company and Taurus were working together to negotiate the terms and conditions of the second part of the financing package described in Note 21, i.e., the project finance facility. While management has been successful in securing financing in the past and in extending the maturity of the bridge loan, there can be no assurance that it will be able to do so in the future or that these sources of financing or initiatives, such as extending the maturity of the bridge loan, finalizing the financing package or finding alternative sources of financing, will be available to the Company or that they will be available on terms and conditions acceptable to the Company. The Company's ability to continue as a going concern and to finance planned activities depends on management's ability to obtain additional financing. If management is unable to obtain new financing, the Company may be unable to continue as a going concern, and the amounts realized for its assets may be less than those presented in these consolidated financial statements.

Management believes that the working capital as at December 31, 2023 will not be sufficient to meet the Company's obligations, commitments and expected expenditures until December 31, 2024, given the current maturity on the bridge loan. In making its assessment, management was aware of material uncertainties around events and circumstances that may cast significant doubt on the Company’s ability to continue as a going concern, as defined in the preceding paragraph, and consequently on the appropriateness of the use of accounting policies applicable to the going concern assumption.

The consolidated financial statements do not reflect the adjustments that would need to be made to the carrying amounts of assets and liabilities, expenses and classifications in the statement of financial position in the event that the going concern assumption is not relevant and/or if Taurus decides to accelerate the repayment of the bridge loan and enforce its claim against the Company by exercising its securities. Such adjustments could be material.

2. BASIS OF PREPARATION

These consolidated financial statements have been prepared in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board ("IFRS Accounting Standards" or "IFRS") and were approved by the Board of Directors on April 29, 2024.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years ended December 31, 2023 and 2022

(in Canadian dollars unless otherwise indicated)

3. MATERIAL ACCOUNTING POLICIES INFORMATION

Basis of preparation

These consolidated financial statements have been prepared on a going concern basis and using the historical cost basis, except for financial instruments classified as at fair value.

Principles of consolidation, functional currency and presentation currency

The consolidated financial statements include the financial statements of the Company and those of its subsidiaries. All intercompany accounts and transactions are eliminated.

	Country		Main	Functional
Name of subsidiary	of incorporation	Shareholding	activity	currency
Nampala S.A.	Mali	90%	Mining	XOF
Robex Resources Mali S.A.R.L.	Mali	100%	Exploration	XOF
Robex N’Gary S.A.	Mali	85%	Inactive	XOF
African Peak Trading House Limited	Isle of Man	100%	Commercial	EUR
Golden International Income Trust	Gibraltar	100%	Management	EUR
RBX Technical Services Limited	United Kingdom	100%	Consultation	GBP
Sycamore Capital CY Limited	Cyprus	100%	Portfolio	EUR
Sycamore Mining Limited	Cyprus	100%	Portfolio	USD
Sycamore Mine Guinea S.A.U.	Guinea	100%	Exploration	GNF

The non-controlling interest in the net assets of consolidated subsidiaries is presented as a component of equity separate from the Company’s net worth. The non-controlling interest represents the non-controlling interest at the date of acquisition of control plus the non-controlling interest in changes in net value since the date of acquisition.

The comprehensive income of subsidiaries is attributed to the Company’s shareholders and the non-controlling interests, even if this results in a deficit balance for the non-controlling interests.

The presentation currency of the consolidated financial statements is the Canadian dollar. The functional currency of each of the consolidated entities in the Company’s financial statements is determined by the currency of the main economic environment in which it operates. The functional currency of the Company is the euro, and the functional currencies of its subsidiaries are indicated in the above table.

The consolidated financial statements are translated into the reporting currency as follows: assets and liabilities are translated into Canadian dollars at the rate of exchange prevailing at the balance sheet date. The foreign currency translation adjustment resulting from this translation is included in accumulated other comprehensive income in shareholders’ equity. Revenues and expenses are translated at the exchange rate in effect on the transaction date.

Translation of foreign currency transactions

Transactions denominated in currencies other than functional currency are translated into the appropriate functional currency as follows: monetary assets and liabilities are translated at the exchange rate in effect at the balance sheet date, and revenues and expenses are translated at the exchange rate in effect at the time of the transaction. Non-monetary assets and liabilities measured at historical cost and denominated in foreign currencies are translated at the historical rates. Non-monetary items measured at fair value and denominated in foreign currencies are translated at the rates in effect at the time fair value was determined. Exchange gains or losses resulting from such translation are included in net income under “Foreign exchange gains (losses).”

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years ended December 31, 2023 and 2022

(in Canadian dollars unless otherwise indicated)

3. MATERIAL ACCOUNTING POLICIES INFORMATION (continued)

Financial instruments

Financial assets and financial liabilities are recognized when the Company becomes a party to the contractual provisions of the instrument. Financial assets are derecognized when the rights to receive cash flows have expired or have been transferred and the Company has transferred substantially all the risks and rewards of ownership of the transferred asset.

All financial instruments are required to be measured at fair value on initial recognition. Subsequent to initial recognition, financial assets and liabilities are measured based on their classification, which depends on the purpose for which the financial instruments were acquired and their characteristics.

The measurement of financial assets and liabilities is based on one of the following classifications:

a) Financial assets and liabilities measured at fair value through profit or loss (“FVTPL”)

Financial instruments classified as assets or liabilities at FVTPL are measured at fair value at each balance sheet date, with changes in fair value reflected in the consolidated statement of income in the period in which the changes occurred.

b) Financial assets measured at amortized cost

Financial instruments classified as assets or liabilities at amortized cost are initially measured at fair value including transaction costs and are subsequently measured at each balance sheet date at amortized cost using the effective interest rate method. Changes in cost are reflected in the consolidated statement of income in the period in which the changes occur.

The Company’s financial assets at amortized cost include cash, accounts receivable (excluding taxes receivable) and deposits paid. Financial assets at amortized cost are presented as current assets if payment is receivable within the next 12 months. Otherwise, they are presented as non-current assets.

The Company’s financial liabilities at amortized cost include accounts payable, lines of credit, the bridge loan, long-term debt and other long-term liabilities. Financial liabilities are classified as current if payment is due within the next 12 months. Otherwise, they are presented as non-current assets.

Financial liabilities at FVTPL include warrants.

Share purchase warrants

When a contract to issue a fixed number of shares in exchange for a variable amount in the Company's functional currency does not meet the definition of equity, it must be classified as a derivative liability and measured at fair value, with changes in fair value recognized in the consolidated statements of net income and comprehensive income at the end of each period. The derivative liability will subsequently be converted into equity (common shares) of the Company when the share purchase warrants are exercised or extinguished upon expiry of the outstanding warrants, and will not result in a cash outflow by the Company.

As at the issue date, the warrant liability was measured using the Black-Scholes option pricing model. The initial fair value of the warrants was also recognized in the deferred financing fees.

The warrant liability is remeasured at the end of each period, and the subsequent changes in fair value are recognized in the consolidated statements of net income and comprehensive income. At each balance sheet date, the fair value of the warrant liability is determined using the Black-Scholes option pricing model, which uses significant inputs that are not based on observable market data, resulting in the liability being classified within Level 3 of the fair value hierarchy.

Transaction costs

Transaction costs related to financial instruments are recognized as an adjustment to the cost of the financial instrument on the balance sheet upon initial recognition. These costs are amortized using the effective interest rate method.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years ended December 31, 2023 and 2022

(in Canadian dollars unless otherwise indicated)

3. MATERIAL ACCOUNTING POLICIES INFORMATION (continued)

Inventory

Material extracted from mining pits is classified as waste material corresponding to stripping costs and is capitalized to property, plant and equipment or as ore inventory. Ore represents material that, at the time of extraction, is expected to be processed into a marketable product that will be sold at a profit. Raw materials consist of stockpiled ore. The ore is stockpiled and then processed into gold in a marketable form. Gold in process represents doré bars in the milling circuit whose production process is not complete and which is not yet in a marketable form. Gold bullion represents marketable product held in a metal account at Argor-Heraeus ready for sale. Supplies represent consumable commodities and other raw materials used in the production process, as well as spare parts and other maintenance supplies that are not classified as property, plant and equipment.

Inventories are valued at the lower of cost and net realizable value. Cost is determined on a weighted average basis and includes all costs incurred, based on normal production capacity, to bring each product to its current location and condition. The cost of inventories includes direct labour, subcontractor costs, materials, customs and other taxes, transportation costs and an allocation of general mine site costs. As ore is sent to the mill for processing, costs are reclassified out of inventory based on the average cost per ton of ore stockpiled.

The Company records provisions to reduce inventories to net realizable value to reflect changes in economic factors that affect the value of inventories and to reflect current intentions regarding the use of obsolete or slow-moving supplies inventory. Net realizable value is determined by reference to the relevant market price less applicable variable selling costs. The provisions recorded also reflect an estimate of the residual costs to bring the inventory to a marketable form. Provisions are also recorded to reduce mining supplies to net realizable value, which is generally calculated by reference to salvage or scrap value, when it is determined that the supplies are obsolete. Provisions are reversed to reflect subsequent recoveries of net realizable value when the inventory is still on hand.

Deferred financing fees

Fees paid to obtain financing are recognized as transaction costs when it is probable that some or all of the debt to which the fees apply will be drawn down. Transaction costs are deferred until the facility is completed and has been drawn down, at which time the deferred financial fees are deducted from the proceeds of the credit facility. If it becomes likely that the credit facility will not close, the deferred financing fees will be expensed.

Mining properties

Costs incurred for activities that precede mineral exploration and evaluation, i.e., all costs incurred prior to obtaining the legal rights to explore an area, are expensed immediately.

Exploration costs include rights in mining properties, paid or acquired through an asset acquisition, as well as costs related to the search for mineral deposits with economic potential or to obtain more information about existing mineral deposits.

Mining rights are recorded at acquisition cost or at fair value in the case of impairment due to an impairment loss. Mining rights and options to acquire undivided interests in mining rights are amortized only when these properties are put into production. These costs are written off when properties are abandoned or when cost recovery or access to resources is uncertain. Proceeds from the sale of mining properties are recorded as a reduction of the carrying amount, and any excess or deficit is recorded as a gain or loss in the consolidated statement of income. In the case of a partial sale, if the carrying amount is greater than the sale proceeds, only losses are recognized.

Exploration costs also generally include costs associated with production, sampling, trenching, drilling and other work involved in searching for ore such as topographical, geological and geophysical studies. Generally, capitalization of expenditures on exploration activities commences when it is more likely than not that future economic benefits will be realized. The assessment of probability is based on factors such as the level of exploration and the degree of management confidence in the mineralized body.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years ended December 31, 2023 and 2022

(in Canadian dollars unless otherwise indicated)

3. MATERIAL ACCOUNTING POLICIES INFORMATION (continued)

Mining properties (continued)

Exploration and evaluation costs reflect costs associated with establishing the technical feasibility and commercial viability of extracting a mineral resource identified through exploration or acquired through a business combination or asset acquisition. Exploration and evaluation costs include the cost to:

Establish the volume and grade of deposits by core drilling, trenching and sampling in an ore body that is classified as a proven and probable mineral resource or reserve;
Determine the optimal extraction methods and metallurgical and processing methods;
Conduct studies related to surveying, transportation and infrastructure needs;
Complete licensing activities; and
Perform economic evaluations to determine if the development of the mineralized material is commercially justified, including preliminary assessment, pre-feasibility and final feasibility studies.

Exploration and evaluation costs include general expenses directly attributable to these activities.

Exploration and evaluation costs for mining properties are capitalized until technical feasibility and commercial viability are achieved, at which point they are transferred to property, plant and equipment – mining development costs. Prior to reclassification as property, plant and equipment, exploration and evaluation costs are tested for impairment.

The factors taken into account by the Company to establish technical feasibility and commercial viability include:

There is sufficient geological certainty that the mineral deposit can be converted into proven and probable reserves;
The life plan and economic modelling for the mine support the economic extraction of these reserves and resources;
For new properties, a feasibility study has demonstrated that the additional reserves and resources will generate a positive economic result;
The Company has operating and environmental licenses or there is reasonable assurance that they can be obtained;
Approval has been obtained from the Board of Directors for the development work; and
Sources of financing for the development work have been secured.

As at December 31, 2023, management had determined that the technical feasibility and commercial viability of the Kiniéro project had not been established.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years ended December 31, 2023 and 2022

(in Canadian dollars unless otherwise indicated)

3. MATERIAL ACCOUNTING POLICIES INFORMATION (continued)

Mining properties (continued)

Loss of value

The recoverability of amounts shown for mining properties is dependent upon the discovery of economically recoverable reserves, the ability of the Company to obtain the necessary financing to complete the development, and the future profitable production or proceeds from the disposition thereof. The amount shown as mining interests does not necessarily represent the present or future value of such mining interests.

Mining properties are tested for impairment at the reporting date whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment test is performed when indicators of impairment arise, generally when one of the following circumstances occurs:

The right to explore in the specific area expires or will expire in the near future and is not expected to be renewed;
No further exploration and evaluation expenditures in the specific area are budgeted or planned;
No resource discovery is commercially viable, and the Company has decided to cease exploration in that specific area; or
Sufficient work has been performed to indicate that the carrying amount of the expenditure capitalized will not be fully recovered.

An impairment loss is recognized if the carrying amount of a mining property exceeds its recoverable value. In order to assess recoverable value, mining properties are grouped at the lowest levels for which there are separately identifiable cash flows (“cash-generating unit” or “CGU”). The recoverable amount of a mining property is the higher of its fair value less costs of disposal and its value in use. Value in use is determined based on the current value of the expected future cash flows of the asset or CGU concerned. An impairment loss is recognized for the amount by which the asset’s carrying amount exceeds its recoverable amount.

The Company evaluates impairment losses at each balance sheet date for potential reversals when events or circumstances warrant it.

Property, plant and equipment

Property, plant and equipment are initially recognized and subsequently carried at cost less accumulated depreciation and accumulated impairment losses. Cost includes costs that are directly attributable to acquisition of the asset. Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the asset will flow to the Company and the cost can be measured reliably. The carrying amount of a replaced capital asset is derecognized when it is replaced.

Repairs and maintenance costs are expensed in the consolidated statement of income in the period in which they are incurred.

The Company allocates the amount initially recognized for a capital asset to its significant portions and depreciates each portion separately. The residual values, method of depreciation and useful lives of assets are reviewed annually and adjusted if appropriate. If there is a change in these estimates, the amount initially recognized is recognized prospectively.

Major rebuilds or overhauls performed as part of maintenance programs are capitalized when it is probable that the work will increase the productive capacity or useful life of the asset.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years ended December 31, 2023 and 2022

(in Canadian dollars unless otherwise indicated)

3. MATERIAL ACCOUNTING POLICIES INFORMATION (continued)

Property, plant and equipment (continued)

Gains and losses on disposal of property, plant and equipment are determined by comparing the proceeds of disposal to the carrying amount of the asset and are presented in the consolidated statement of income.

Property acquisition, exploration and mine development costs

The depreciable amount includes the costs incurred in respect of proven and probable developed and undeveloped reserves, and probable resources not forming part of reserves, where there is sufficient objective evidence to support a conclusion that it is probable that the resources not forming part of the reserves will be produced (“probable resources not forming part of the reserves”). Depreciation is the systematic allocation of the depreciable amount of an asset over its useful life. The depreciable amount of the asset is its cost, or any other amount substituted for cost, less its residual value.

Depreciation commences when the property is brought into commercial production and is calculated on a unit-of-production basis over the expected life of the mine, based on estimated recoverable ounces of gold. The estimated number of recoverable ounces of gold includes proven and probable reserves and a portion of the indicated resources.

Exploration costs incurred on an operating property are capitalized to property, plant and equipment and depreciated based on the estimated number of recoverable ounces of gold in the applicable resource area.

- Mining related equipment

Mining-related equipment is recorded at cost and depreciated, net of residual value, on a unit-of-production basis over the expected life of the mine, based on the estimated number of recoverable ounces of gold or on a straight-line basis over the expected life of the mine. In addition, if the asset’s expected useful life is less than the life of the deposit, depreciation is based on its expected useful life.

Buildings and office developments

Buildings and office developments are recorded at cost and depreciated, net of residual value, using the straight-line method over the expected life of the mine or over the declining balance method at a rate of 20%. In addition, if the asset’s expected useful life is less than the life of the deposit, depreciation is based on its expected useful life.

Tools, equipment and vehicles

Tools, equipment and vehicles include communication and computer equipment and are recorded at cost. Depreciation is calculated using the declining balance method at rates of 20% or 30%. Depreciation is recorded in the consolidated statement of income.

Exploration equipment

Depreciation of exploration equipment is capitalized to mining properties based on the capitalization policy for mining properties. Depreciation of property, plant and equipment related to mine development costs is capitalized to mine development costs. These amounts will be recorded in the consolidated statement of income through the depreciation of property, plant and equipment following the commencement of their operations (or following the commencement of production of mining properties). For property, plant and equipment not related to exploration and development activities, depreciation expense is recognized directly in the consolidated statement of income. Depreciation is calculated using the declining balance method at rates of 20% or 30%.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years ended December 31, 2023 and 2022

(in Canadian dollars unless otherwise indicated)

3. MATERIAL ACCOUNTING POLICIES INFORMATION (continued)

Property, plant and equipment (continued)

Assets under construction

Assets under construction include property, plant and equipment under construction, including those held for their own use. Cost includes the purchase price, as well as any costs directly attributable to bringing the asset to a working condition for its intended use. Assets under construction are classified as in the appropriate category of property, plant and equipment when costs are incurred. Assets under construction are recorded at cost less any impairment loss recognized and are not depreciated. Depreciation begins only when they are ready for their intended use.

Stripping costs

During the operation of an open-pit mine, it is necessary to incur costs to remove overburden and other waste materials to access the ore from which minerals can be economically mined. The process of removing the overburden and other sterile material is called overburden removal. Stripping costs incurred to provide initial access to the ore body are capitalized as mine development costs and are amortized when the ore to which these costs relate is extracted from the pit and the mine is considered to be in production. When such costs are directly attributable to the development of a category of property, plant and equipment, they are recognized.

It may also be necessary to remove waste material and incur stripping costs during the production phase of the mine. The Company recognizes a stripping activity asset if all of the following conditions are met:

i) It is probable that the future economic benefit (improved access to the component of the deposit) associated with the stripping activity will flow to the Company;

ii) The Company can identify the component of the deposit to which access has been improved; and

iii) The costs associated with the stripping activity associated with this component can be measured reliably.

The Company initially measures the stripping activity asset at cost, based on the accumulated costs incurred to complete the stripping activity that improves access to the identified component of ore.

After initial recognition, the stripping activity asset is carried at cost less depreciation and impairment, consistent with the existing asset of which it is a part.

Borrowing costs

Borrowing costs attributable to the acquisition, construction or production of qualifying assets are added to the cost of those assets until they are substantially ready for their intended use. All other borrowing costs are recognized as finance costs in the consolidated statement of income in the period in which they are incurred.

Intangible assets

Intangible assets are initially and subsequently recorded at cost and amortized using the declining balance method at an annual rate of 30%. Intangible assets include software. The carrying amount of a replaced and/or unused intangible asset is derecognized upon replacement and/or end of use.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years ended December 31, 2023 and 2022

(in Canadian dollars unless otherwise indicated)

3. MATERIAL ACCOUNTING POLICIES INFORMATION (continued)

Impairment of non-financial assets

Property, plant and equipment and intangible assets are tested for impairment whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. For the purpose of determining their recoverable amounts, assets are grouped at the lowest levels for which identifiable cash flows are independent of the cash flows of other groups of assets (“cash-generating unit” or “CGU”). The recoverable amount of an asset or a CGU is the higher of its fair value less costs of disposal and its value in use (i.e., the present value of expected future cash flows from the asset or CGU). The impairment loss recognized is the excess of the carrying amount over its recoverable amount.

The Company assesses impairment losses that may be reversed when events or circumstances warrant it.

Provision for environmental remediation obligations

The Company accrues the estimated costs of legal and constructive obligations required to restore sites in the period in which the obligation is incurred with a corresponding increase in the carrying amount of the related asset. For locations where mining operations have ceased, changes in provisions are recognized as finance costs in the consolidated statement of income. The obligation is generally considered to have been incurred when the mining assets are constructed or the ground is disturbed at the production site.

Provisions are measured based on management’s best estimate of the expense required to settle the obligation at the end of the reporting period, and are discounted to present value where the effect is material. The change in the provision due to the passage of time is recognized as a cost of financing. Changes in assumptions or estimates are reflected in the period in which they occur.

The discounted liability is adjusted at the end of each period to reflect the passage of time, based on a risk-free real discount rate that reflects current market assessments and changes in the estimated future cash flows underlying the obligation.

Leases

The Company is a party to leases.

Each lease is negotiated on a case-by-case basis, and the leases contain a wide variety of terms and conditions. There are no covenants in the leases.

Leases are recorded as a right-of-use asset and a lease liability, representing the date the leased asset is available for use by the Company. Each lease payment is allocated between the liability and finance costs. Finance costs are charged to net income over the lease period to produce a constant periodic interest rate on the remaining liability balance for each period. The right-of-use asset is amortized over the term of the lease on a straight-line basis.

Right-of-use assets

Right-of-use assets are initially measured at cost, which includes:

The amount of the initial measurement of the lease liability;
The lease payments made on or before the commencement date, net of lease inducements received;
All upfront costs directly incurred by the Company; and
Remediation costs.

After the effective date, right-of-use assets are measured at cost, less any accumulated amortization and any accumulated impairment losses, adjusted for any remeasurement of the lease liability.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years ended December 31, 2023 and 2022

(in Canadian dollars unless otherwise indicated)

3. MATERIAL ACCOUNTING POLICIES INFORMATION (continued)

Leases (continued)

Lease liabilities

Lease liabilities are initially measured at the present value of the lease payments that have not yet been made at that date, which include:

Fixed payments, net of lease inducements receivable;
Variable lease payments that depend on an index or rate;
Amounts that the Company expects to be paid under residual value guarantees;
The exercise price of a call option if the Company is reasonably certain to exercise such an option; and
The penalties for termination of a lease, if the lease term reflects the lessee exercising the option to terminate the lease.

Lease payments are discounted using the Company’s incremental borrowing rate, unless the implied rate of the lease is readily determinable, in which case the implied rate is used.

Exemptions

The Company has elected to use the exemptions for leases for which the underlying asset is of low value and for leases with a term not exceeding 12 months. Payments for such leases are recognized on a straight-line basis and are expensed in net income.

Income taxes and deferred income taxes

Income tax expense comprises current and deferred tax expense. Income taxes are recognized in the consolidated statement of income except for items recognized directly in equity. In this case, the related tax is also recognized directly in equity.

The Company recognizes income taxes using the liability method. Under this method, deferred income tax assets and liabilities are determined by taking into account deductible or taxable temporary differences between the carrying amounts and tax bases of the assets and liabilities using the tax rates enacted or substantively enacted in the years in which the assets are expected to be recovered and the liabilities are settled.

A deferred tax asset is recognized only to the extent that it is probable that future taxable income will be available against which the asset can be utilized.

Deferred tax assets and liabilities are classified as non-current. They are offset when there is a legally enforceable right to offset current tax assets and liabilities and when deferred tax assets and liabilities relate to income taxes levied by the same tax authority on the same taxable entity or on different taxable entities that intend to settle the balances on a net basis.

Stock Option Plan

The Company grants stock options to directors, officers, employees and service providers. The Board of Directors offers such options with terms of up to ten years, with no vesting period, except for stock options granted to the financial advisor, for whom the options are exercisable over a 12-month period at a rate of 25% per quarter, at prices determined by the Board of Directors.

The fair value of the options is measured at the grant date, using the Black-Scholes model, and is recognized in the year the options are vested. The fair value is recorded as an expense against “Reserve – stock options.” The amount recognized as an expense is adjusted to reflect the number of stock options expected to vest.

Revenues

Revenues include the sale of gold and by-products (silver). The Company sells through a refiner. Sales are recognized when the legal titles to the metals pass to the purchaser, which is when the metals are sold in the market. The Company’s performance obligation is satisfied at a point in time when the metals are sold in the market. Revenues from the sale of gold are recognized in income based on the price at the time of sale.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years ended December 31, 2023 and 2022

(in Canadian dollars unless otherwise indicated)

3. MATERIAL ACCOUNTING POLICIES INFORMATION (continued)

Earnings per share

Basic earnings per share for the period is calculated based on the weighted average number of common shares outstanding during the year.

Diluted earnings per share for the period are calculated using the weighted average number of common shares outstanding during the year, plus the effect of dilutive potential common shares outstanding during the year. The treasury stock method is used to determine the dilutive effect of options. Under this method, the calculation of diluted earnings per share is made as if all dilutive potential shares had been exercised at the later of the beginning of the year or the date of issuance, as the case may be, and that the funds obtained thereby were used to purchase common shares of the Company at the average market value of the participating shares during the year.

4. NEW ACCOUNTING STANDARDS ADOPTED DURING THE YEAR AND STANDARDS ISSUED BUT NOT YET EFFECTIVE

Amendments to IAS 12, Income Taxes

On May 23, 2023, the IASB amended IAS 12. These amendments introduce a mandatory temporary exception to the application of the provisions concerning the recognition of deferred tax arising from the implementation of the Pillar Two model rules, as well as the related disclosure requirements.

These amendments had no short-term impact on the Company's consolidated financial statements, as it did not meet the eligibility criteria of the Pillar Two model rules.

Amendments to IAS 1, Presentation of Financial Statements , relating to the disclosure of accounting policies

The IASB has amended IAS 1, Presentation of Financial Statements , relating to the disclosure of accounting policies. The amendments, effective for annual periods beginning on or after January 1, 2023, require an entity to provide material accounting policy information rather than disclosures about its significant accounting policies. Management has reviewed the accounting policies previously disclosed and has adjusted its disclosures accordingly to reflect only those accounting policies that users of the financial statements would need to understand other material information.

Amendments to IAS 1, Presentation of Financial Statements

In January 2020, the IASB published Classification of Liabilities as Current or Non-current (amendments to IAS 1, Presentation of Financial Statements ). The amendments are intended to clarify how an entity classifies its debt instruments and other financial liabilities with uncertain settlement dates as current or non-current in some circumstances.

On October 31, 2022, the IASB published amendments to Classification of Liabilities as Current or Non-current (amendments to IAS 1). The amendments are intended to improve the information that an entity provides when its right to defer settlement of a liability for 12 months or more is subject to the entity complying with covenants after the balance sheet date.

The amendments are effective for annual periods beginning on or after January 1, 2024, with earlier application permitted. The Company will determine whether the application of these amendments could have an impact on its consolidated financial statements on the date they come into force.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years ended December 31, 2023 and 2022

(in Canadian dollars unless otherwise indicated)

5. ESTIMATES, JUDGMENTS AND ASSUMPTIONS

Estimates and assumptions are continually evaluated and are based on historical experience and other factors, including expectations of future events, that are believed to be reasonable under the circumstances. The determination of estimates requires judgment based on various assumptions and other factors such as experience and current and expected economic conditions. Actual results could differ from these estimates. Management believes that no critical judgment is likely to result in material adjustments to the carrying amounts of assets and liabilities.

Critical accounting estimates and assumptions

The preparation of financial statements in compliance with IFRS requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. The Company also makes estimates and assumptions for the future.

Impairment of exploration and evaluation assets (Mining properties)

The assessment of impairment of exploration and evaluation assets requires judgment to determine whether there are any indications that a formal impairment test would be required for exploration and evaluation assets. Factors that could trigger an impairment test include, but are not limited to, the fact that the right to explore in a specific area expires during the period or in the near future and is not expected to be renewed; the fact that significant exploration and evaluation expenditures in a specific area are not budgeted or planned; the fact that the exploration and evaluation of the mineral resources in a specific area has not led to the discovery of commercially viable quantities of mineral resources and the Company has decided to discontinue such activities in that specific area; the fact that sufficient data exists to indicate that, although development in a specific area is likely to proceed, it is unlikely that the full carrying amount of the assets will be recovered in the event of a successful development or sale; significant negative trends in the industry or the economy in general; interruptions in exploration and evaluation activities by the Company; and significant changes in current or forecast commodity prices.

Any changes in the judgments used to determine the fair value of exploration and evaluation assets could affect the impairment analysis.

- Impairment of non financial assets

Assets are reviewed at each consolidated statement of financial position date for any indication that an asset may be impaired, whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. This test requires significant judgment. Factors that may trigger the need for an impairment test include, but are not limited to, significant negative industry or economic trends, including the price of gold and current, projected or historical losses that indicate continued losses, a decrease in market capitalization and deferred capital expenditures.

As at December 31, 2023, the Company had property, plant and equipment in a total amount of $98.6 million, of which $68.3 million was related to the Nampala mine cash-generating unit (“CGU”). As at December 31, 2023, operating conditions and cost pressures were considered indicators of impairment, among other facts and circumstances, and as a result, the Company's management carried out an impairment test on the Nampala mine CGU. An impairment charge of $53.9 million was recognized during the year. The Company's assessment reflects various significant assumptions and estimates made by management about future projected cash flows and discount rates. Changes in these assumptions could affect the Company's conclusion in future reports. The net assets of the Nampala mine have been written down to their estimated net recoverable amount of $75.0 million, which was determined as fair value less costs to sell, using an approach based on discounted cash flows over the estimated life of the mine, which is expected to end production in June 2026, and this was recorded as an impairment of the assets. The calculation of cash flows required management to make significant judgements and estimates while developing the key assumptions, including the recoverable mineral content of the mine over the estimated operating period to June 2026, future gold prices, future production volumes, operating costs, expected future capital costs and the discount rate, which was set at 14.5%. Management relies on experts in geology and metallurgy to develop estimates of recoverable minerals and future production volume (management's experts).

A sensitivity analysis was performed by management of the long-term gold price and discount rate, using reasonably possible changes in these key assumptions. If sales, which include gold production and the price of gold, had been 10% lower than management's estimates, the Company would have recognized an additional impairment charge of $18.2 million. If the discount rate applied to projected cash flows had been 100 basis points higher than management's estimates, the Company would have recognized an additional impairment charge of $0.8 million.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years ended December 31, 2023 and 2022

(in Canadian dollars unless otherwise indicated)

5. ESTIMATES, JUDGMENTS AND ASSUMPTIONS (continued)

Provision for environmental remediation obligations

The Company’s mining and exploration activities are subject to laws and regulations governing the protection of the environment. The Company recognizes amounts based on management’s best estimates for decommissioning and remediation obligations in the period in which they become effective. Actual costs incurred in future periods could differ materially from these estimates. In addition, future changes in laws, interpretations of environmental agreements and regulations, estimates of operating lives and discount rates could affect the carrying amount of this provision. Such changes could also affect the useful lives of assets amortized on a straight-line basis, whose useful lives are limited to the life of the mine.

Income taxes and uncertain tax position

The estimates for the various proposed reassessments or notices of assessment received from the Government of Mali involve a degree of estimation and judgment with respect to certain items for which the tax treatment cannot be determined with certainty until the assessment is received or the objection process reaches a resolution with the tax authority or, if applicable, through a formal legal proceeding.

Renewal of research and exploration permits

The Company makes estimates relating to the renewal of research and exploration permits by the Government of Mali. Failure to renew these permits could have a material impact on the value of the mining properties (see Note 28 – Contingencies and commitments).

Going concern

The assessment of the Company's ability to continue as a going concern is a matter of judgement, as it is based on the Company's estimate of future cash flows for the 12-month period from the date of the financial statements and the availability of funds to meet those cash requirements. Estimates and assumptions are continually evaluated and are based on historical experience and other factors, including expectations of future events, that are believed to be reasonable under the circumstances.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years ended December 31, 2023 and 2022

(in Canadian dollars unless otherwise indicated)

6. SEGMENTED INFORMATION

The Company operates in the precious metals mining and exploration industry. The operating segments presented reflect the Company’s management structure and how the Company’s chief operating decision maker assesses business performance. For mining operations, each mine is an operating segment, while for mining exploration, each geographical area constitutes an operating segment for financial reporting purposes.

The operating segments are defined as follows:

Mining (Gold) – Nampala Mine: This segment includes all operations in the Nampala mine’s gold production value chain, whether at the production site in Mali, in the refining operations in Switzerland or in administrative operations, regardless of the country.
Mining Exploration and Evaluation – Mining Properties in the Republic of Guinea: This segment includes all support operations for mining property exploration and evaluation in the Republic of Guinea.
Mining Exploration and Evaluation – Mining Properties in Mali: This segment includes all support operations for mining property exploration and evaluation in Mali.
Corporate Management: This segment includes all other operations not connected directly to the first three segments.

The Company measures the performance of its operating segments primarily based on operating income, as shown in the following tables.

				Year ended December 31, 2023	Year ended December 31, 2023
		Mining	Mining
		Exploration and	Exploration and
	Mining (Gold) –	Evaluation -	Evaluation -	Corporate	$
	Nampala	Guinea	Mali	Management	Total

MINING
Revenues – Gold sales	134,668,343	---	---	---	134,668,343
Mining operating expenses – Note 8	(40,210,170)	---	---	---	(40,210,170)
Mining royalties	(4,174,388)	---	---	---	(4,174,388)
Depreciation of property, plant and equipment
and amortization of intangible assets	(21,144,791)	---	---	---	(21,144,791)
Impairment charges – Nampala mine – Notes 5 and 16	(53,887,997)	---	---	---	(53,887,997)
MINING INCOME	15,250,997	---	---	---	15,250,997

OTHER EXPENSES
Administrative expenses – Note 9	(14,679,012)	(2,720,336)	(25,369)	(9,207,842)	(26,632,559)
Exploration and evaluation expenses	(585,783)	---	---	---	(585,783)
Stock option compensation cost – Note 22 (b)	---	---	---	(422,674)	(422,674)
Depreciation of property, plant and equipment
and amortization of intangible assets	---	(225,259)	---	(36,560)	(261,819)
Write-off of property, plant and equipment	(527,354)	(126,147)	---	---	(653,501)
Other income (expenses)	(250,673)	27,876	---	331,997	109,200
OPERATING INCOME	(791,825)	(3,043,866)	(25,369)	(9,335,079)	(13,196,139)

FINANCIAL EXPENSES
Finance costs – Note 10	(1,569,651)	(73,863)	(6,725)	(381,668)	(2,031,907)
Foreign exchange gains	329,718	56,239	39	1,822,022	2,208,018
Change in the fair value of share purchase warrants –
Note 21	---	---	---	1,016,863	1,016,863
INCOME BEFORE INCOME TAXES	(2,031,758)	(3,061,490)	(32,055)	(6,877,862)	(12,003,165)
Income tax recovery (expense) – Note 25	3,961,769	---	---	(1,304,677)	2,657,092
NET INCOME	1,930,011	(3,061,490)	(32,055)	(8,182,539)	(9,346,073)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years ended December 31, 2023 and 2022

(in Canadian dollars unless otherwise indicated)

6. SEGMENTED INFORMATION (continued)

6. SEGMENTED INFORMATION (continued)
				Year ended December 31, 2022
		Mining	Mining
		Exploration and	Exploration and
	Mining (Gold) –	Evaluation -	Evaluation -	Corporate	$
	Nampala	Guinea	Mali	Management	Total
MINING
Revenues – Gold sales	112,236,766	---	---	---	112,236,766
Mining operating expenses – Note 8	(34,774,721)	---	---	---	(34,774,721)
Mining royalties	(3,477,139)	---	---	---	(3,477,139)
Depreciation of property, plant and equipment
and amortization of intangible assets	(11,475,176)	---	---	---	(11,475,176)
MINING INCOME	62,509,730	---	---	---	62,509,730
OTHER EXPENSES
Administrative expenses – Note 9	(11,660,083)	(780,764)	(49,886)	(6,162,438)	(18,653,171)
Exploration and evaluation expenses	(183,994)	---	---	---	(183,994)
Stock option compensation cost – Note 22 (b)	---	---	---	(863,180)	(863,180)
Depreciation of property, plant and equipment
and amortization of intangible assets	---	(36,987)	---	(65,962)	(102,949)
Write-off of property, plant and equipment	(1,129,235)	---	---	(39,588)	(1,168,823)
Other income	81,476	28,497	---	---	109,973
OPERATING INCOME	49,617,894	(789,254)	(49,886)	(7,131,168)	41,647,586
FINANCIAL EXPENSES
Finance costs – Note 10	(1,652,352)	(7,796)	(4,542)	(40,207)	(1,704,897)
Foreign exchangegains(losses)	112,916	(15,524)	(1,561)	646,943	742,774
INCOME BEFORE INCOME TAXES	48,078,457	(812,574)	(55,989)	(6,524,431)	40,685,463
Income tax expense – Note 25	(7,130,484)	---	---	(741,462)	(7,871,946)
NET INCOME	40,947,973	(812,574)	(55,989)	(7,265,893)	32,813,517

The Company’s revenues are derived from one customer. The Company is not economically dependent on a limited number of customers for the sale of gold, as gold can be sold through numerous commodity market traders around the world.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years ended December 31, 2023 and 2022

(in Canadian dollars unless otherwise indicated)

6. SEGMENTED INFORMATION (continued)

The Company’s assets by segment are as follows:

				As at December 31, 2023
		Mining	Mining
		Exploration and	Exploration and
	Mining (Gold) -	Evaluation -	Evaluation -	Corporate $
	Nampala	Guinea	Mali	Management Total

Cash	8,614,911	446,389	32,077	3,128,601 12,221,978
Inventory – Note 12	15,005,961	614,839	---	--- 15,620,800
Receivables – Note 13	6,381,056	118,148	4,999	229,380 6,733,583
Prepaid expenses	244,127	23,741	3,201	194,726 465,795
Deposits paid	1,092,166	117,075	26,731	109,063 1,345,035
Deferred financing fees – Note 14	---	---	---	2,580,751 2,580,751
VAT receivable	---	2,985,818	---	--- 2,985,818
Deposits paid on property, plant and equipment	---	19,674,805	---	--- 19,674,805
Mining properties – Note 15	---	92,941,449	12,446,812	--- 105,388,261
Property, plant and equipment – Note 16	68,295,523	29,556,751	176,699	588,122 98,617,093
Intangible assets	54,384	215,768	---	269,416 539,568
Deferred tax asset – Note 25	818,480	---	---	--- 818,480
	100,506,608	146,694,782	12,690,518	7,100,059 266,991,967

				As at	December 31, 2022
		Mining	Mining
		Exploration and	Exploration and
	Mining (Gold) -	Evaluation -	Evaluation -	Corporate	$
	Nampala	Guinea	Mali	Management	Total
Cash	2,811,608	633,565	67,980	98,253	3,611,406
Inventory – Note 12	17,648,967	---	---	---	17,648,967
Receivables – Note 13	8,209,335	459,148	---	199,369	8,867,852
Prepaid expenses	264,491	416,974	3,739	120,710	805,914
Deposits paid	1,065,052	3,460	25,047	68,000	1,161,559
VAT receivable	---	258,386	---	---	258,386
Deposits paid on property, plant and equipment	85,649	3,705,808	---	---	3,791,457
Mining properties – Note 15	---	76,557,447	11,273,962	---	87,831,409
Property, plant and equipment – Note 16	123,229,366	3,442,204	148,679	577,224	127,397,473
Intangible assets	68,015	221,565	---	97,305	386,885
	153,382,483	85,698,557	11,519,407	1,160,861	251,761,308

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years ended December 31, 2023 and 2022

(in Canadian dollars unless otherwise indicated)

6. SEGMENTED INFORMATION (continued)

The Company’s liabilities by segment are as follows:

				As at	December 31, 2023
		Mining	Mining
		Exploration and	Exploration and
	Mining (Gold) -	Evaluation -	Evaluation -	Corporate	$
	Nampala	Guinea	Mali	Management	Total
Lines of credit – Note 18	4,953,133	---	---	---	4,953,133
Accounts payable – Note 17	8,593,246	8,223,855	92,626	2,754,669	19,664,396
Bridge loan – Note 21	---	---	---	45,530,538	45,530,538
Current portion of long-term debt	159,936	---	---	---	159,936
Current portion of lease liabilities – Note 20	1,866,674	---	---	20,850	1,887,524
Share purchase warrants – Note 21	---	---	---	1,340,850	1,340,850
Environmental liability – Note 19	1,031,417	137,442	---	---	1,168,859
Lease liabilities – Note 20	5,811,577	---	74,766	433,049	6,319,392
Deferred tax liabilities – Note 25	---	---	---	---	---
Other long-term liabilities	1,331,395	378,341	183,668	---	1,893,404
	23,747,378	8,739,638	351,060	50,079,956	82,918,032

				As at	December 31, 2022
		Mining	Mining
		Exploration and	Exploration and
	Mining (Gold) -	Evaluation -	Evaluation -	Corporate	$
	Nampala	Guinea	Mali	Management	Total
Lines of credit – Note 18	11,370,939	---	---	---	11,370,939
Accounts payable – Note 17	12,170,146	4,488,470	69,609	1,228,779	17,957,004
Current portion of long-term debt	1,343,591	---	---	---	1,343,591
Current portion of lease liabilities – Note 20	1,061,538	---	6,631	19,308	1,087,477
Long-term debt	51,624	---	---	---	51,624
Environmental liability – Note 19	424,138	---	---	---	424,138
Lease liabilities – Note 20	10,976,165	---	1,200	453,900	11,431,265
Deferred tax liabilities – Note 25	10,106,230	---	---	---	10,106,230
Other long-term liabilities	1,283,342	---	151,375	---	1,434,717
	48,787,713	4,488,470	228,815	1,701,987	55,206,985

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years ended December 31, 2023 and 2022

(in Canadian dollars unless otherwise indicated)

7. ACQUISITION OF SYCAMORE GROUP

On November 9, 2022, the Company acquired a portfolio of four mining licences in the Republic of Guinea, representing the Kiniéro gold project (“Kiniéro”), through the acquisition of Sycamore Capital CY Limited, Sycamore Mining Limited, Sycamore Mine Guinée SAU and Sycamore Trading Limited (“the Transaction” and “the Sycamore Group”). The Company accounted for the acquisition as a purchase of assets and assumption of liabilities. The Transaction was not considered a business combination under IFRS 3, Business Combinations , as significant inputs and processes that, together, constitute a business had not been identified, given the stage of exploration and evaluation of the permits. The Company settled the purchase price payable by issuing 242,160,000 common shares on November 9, 2022, with another 55,805,230 shares to be issued pursuant to certain closing adjustments. During the year ended December 31, 2023, the Company reviewed certain closing adjustments and increased the number of shares to be issued, from 55,805,230 shares to 59,883,750 shares to be issued (these shares were issued on April 23, 2024 (see Note 31 – Subsequent events)). Accordingly, the purchase price was increased from $74,785,806 to $75,642,295, and the amount of $856,489 was attributed to mining properties.

The fair value of the consideration paid in common shares represents the fair value of the shares based on the price at the time of issuance less a discount to reflect twenty-two months of restrictions on their sales.

The share purchase agreement ("SPA") provides for a further payment in common shares of up to 100,900,000 common shares of Robex. This payment in shares is conditional on the signing of an “Establishment Agreement” with the Government of Guinea that will determine the terms under which the Kiniéro project will operate. The number of shares to be delivered at that time may be reduced, depending on the amount of certain liabilities attributable to Sycamore or to the sellers. These shares to be issued will be recognized when the conditions for their issue are met.

The consideration and allocation of the purchase price to the assets acquired and liabilities assumed are as follows:

Purchase price	Total
	$
Consideration paid in common shares	63,429,188
Advance to the Sycamore Group prior to the Transaction	11,575,108
Acquisition costs	886,379
Less: Cash acquired	(248,380)
	75,642,295
Net identifiable assets	Total
	$
Exploration and evaluation assets	75,137,423
Property, plant and equipment and intangible assets	3,580,984
Deposits paid on property, plant and equipment	2,542,697
Current assets	447,964
Current liabilities	(6,066,773)
	75,642,295

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years ended December 31, 2023 and 2022

(in Canadian dollars unless otherwise indicated)

8. MINING EXPENSES

MINING EXPENSES
Operating and maintenance supplies and services Fuel Reagents Employee benefits expense Change in inventories _Less:_Production costs capitalized as stripping costs Transportation costs	2023 2022 $ $ 27,376,73830,085,353 16,789,63518,771,607 5,980,832 4,757,153 5,762,202 4,794,954 236,472(1,309,965) (16,978,240)(23,176,526) 1,042,531 852,145
	40,210,17034,774,721

Following the decommissioning of the Nampala site's solar power plant in December 2022 as a result of damage sustained and the gradual process of bringing it back into operation since that time, reductions in lease obligations were obtained and recognized as a reduction in mining operating expenses under Fuel in the amount of $474,672 for the year ended December 31, 2023.

9. ADMINISTRATIVE EXPENSES

Mining and Exploration Corporate Management	2023 2022 $ $ 15,347,76312,490,733 11,284,796 6,162,438
	26,632,55918,653,171

Salary-related amounts of $2,969,505 and $783,289 were included in "Mining and Exploration" and "Corporate Management," respectively, for the year ended December 31, 2023 ($2,328,147 and $777,971, respectively, for the year ended December 31, 2022).

10. FINANCE COSTS

Interest on lines of credit Interest on lease liabilities Effective interest on the bridge loan Interest on the bridge loan Bank charges and other finance costs Interest on long-term debt Change in the environmental liability Effective interest on long-term debt	2023 2022 $ $ 884,487 431,370 562,668 532,399 154,448 --- 167,949 --- 149,054 131,404 61,944 416,672 51,357 41,648 --- 151,404
	2,031,907 1,704,897

Following the decommissioning of the Nampala site's solar power plant in December 2022 as a result of damages sustained and the gradual process of bringing it back into operation since that time, reductions in lease obligations have been obtained and recognized as a reduction in finance costs under Interest on lease liabilities in the amount of $472,962 for the year ended December 31, 2023.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years ended December 31, 2023 and 2022

(in Canadian dollars unless otherwise indicated)

11. NON-CONTROLLING INTERESTS

Government of Mali – 10% in Nampala S.A.

2023	2022
$	$
(2,709,029)	2,035,798

12. INVENTORY

Doré bars in production Supplies and spare parts(1) Stacked ore	2023 2022 $ $ 4,280,795 4,592,268 10,020,03511,866,485 1,319,970 1,190,214
	15,620,80017,648,967

(1) As at December 31, 2023, the Company recognized an impairment loss on Inventory - supplies and spare parts, in the amount of $973,438.

13. ACCOUNTS RECEIVABLE

Gold sales receivable VAT receivable(1) Other taxes receivable Other receivables	2023 2022 $ $ --- 783,784 6,526,600 7,917,847 113,899 125,534 93,084 40,687
	6,733,583 8,867,852

(1) VAT receivables are non-interest bearing and are generally settled within 12 months. The VAT receivable that will be recovered over more than twelve months has been recognized in non-current assets. For the year ended December 31, 2023, no provision was recorded for VAT receivables (December 31, 2022 – nil). As at December 31, 2023, the Company held no collateral for the amounts receivable (December 31, 2022 – nil).

14. DEFERRED FINANCING FEES

In connection with the financing described in Note 21, the Company incurred financing costs of $5,428,778, which were recognized as deferred financing fees. These costs, including a tranche of $2,357,713 in respect of warrants issued, are directly attributable to debt-related transactions that would otherwise have been avoided. A portion of these costs is directly attributable to the bridge loan transactions and have been applied against the proceeds.

against the proceeds.
		Project finance
	Bridge loan	facility	Total
	$	$	$
Balance as at December 31, 2022	---	---	---
Fees incurred	2,236,768	834,297	3,071,065
Issuance of warrants	611,259	1,746,454	2,357,713
Amortization of deferred financing fees	(2,206,404)	---	(2,206,404)
Fees presented as part of the bridge loan – Note 21	(641,623)	---	(641,623)
Balance as at December 31, 2023	---	2,580,751	2,580,751

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years ended December 31, 2023 and 2022

(in Canadian dollars unless otherwise indicated)

15. MINING PROPERTIES

5. MINING PROPERTIES
Undivided interest	Kiniéro (A) 100%	Gladié (B) 100%	Mininko (C) 100%	Sanoula (D) 100%	Kamasso (E) 100%	Diangounté (F) 100%	Total
Mining rights and titles Balance as at December 31, 2021 Acquisitions Change in foreign exchange rate	--- 74,280,934 (407,143)	--- 127,538 8,173	135,612 10,201 1,657	221,881 10,201 2,059	35,536 --- (13,356)	72,060 --- 336	$ 465,089 74,428,874 (408,274)
Balance as at December 31, 2022 Acquisitions – Note 7 Change in foreign exchange rate	73,873,791 856,489 (1,371,364)	135,711 --- 1,501	147,470 --- 1,632	234,141 --- 2,590	22,180 --- 246	72,396 --- 801	74,485,689 856,489 (1,364,594)
Balance as at December 31, 2023	73,358,916	137,212	149,102	236,731	22,426	73,197	73,977,584
Exploration expenses Balance as at December 31, 2021 Costs incurred Change in foreign exchange rate	--- 2,683,656 ---	--- 175,005 11,340	6,120,459 827,167 76,692	1,833,712 465,938 32,407	801,111 43,585 6,616	84,978 174,335 8,719	8,840,260 4,369,686 135,774
Balance as at December 31, 2022 Costs incurred(1) Change in foreign exchange rate	2,683,656 17,222,483 (323,606)	186,345 475,189 2,141	7,024,318 128,397 77,804	2,332,057 141,388 25,914	851,312 133,498 9,500	268,032 168,967 3,282	13,345,720 18,269,922 (204,965)
Balance as at December 31, 2023	19,582,533	663,675	7,230,519	2,499,359	994,310	440,281	31,410,677
Total: As at December 31, 2022	76,557,447	322,056	7,171,788	2,566,198	873,492	340,428	87,831,409
As at December 31, 2023	92,941,449	800,887	7,379,621	2,736,090	1,016,736	513,478	105,388,261

(1) For the year ended December 31, 2023, finance costs of $1,395,519 were capitalized in exploration expenses for the Kiniéro property (nil for the year ended December 31, 2022).

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years ended December 31, 2023 and 2022

(in Canadian dollars unless otherwise indicated)

15. MINING PROPERTIES (continued)

(A) On November 4, 2020, the subsidiary Sycamore Mine Guinée S.A.U., 100% owned by the Company since the Transaction, received a gold and mineral mining license for a portion of the Kouroussa property. This license is valid for a period of fifteen years.

On November 17, 2020, the subsidiary Sycamore Mine Guinée S.A.U. received three gold and mineral substance mining licences on a portion of the Kouroussa property. These three licenses are valid for a period of fifteen years.

As stipulated in the Mining Code of the Republic of Guinea, the Company is required to reach the mining phase no later than four years from the date that mining licenses are granted. In addition, the Company is subject to certain minimum development work obligations over the life of the licenses.

(B) The Company holds the permit through its subsidiary, Robex Resources Mali S.A.R.L. This research and exploration permit was granted on April 8, 2022 with a term of 24 months, renewable twice for three years. The permit will expire on March 30, 2030.[(1)]
(C) The Company holds 100% of the mining titles of this property. The seller benefits from a 1% NSR (Net Smelter Return) royalty on which the Company has a right of first refusal.

On September 17, 2019, Robex Resources Mali S.A.R.L. was again granted this research and exploration permit. The term of the permit is three years, renewable twice for two years. The permit will expire on September 16, 2026. The first renewal application was filed on May 11, 2022 and has yet to be verified by the Malian authorities.[(1)]

(D) Since May 30, 2008, the Company holds 100% of the mining title through Robex Resources Mali S.A.R.L. The seller will receive a 2% NSR royalty on which the Company will have a right of first refusal.

This research and exploration permit was granted again on August 28, 2019 for a term of three years, renewable twice for two years. The permit will expire on August 27, 2026. The first renewal application was filed on April 27, 2022 and has yet to be verified by the Malian authorities.[(1)]

(E) The Company holds the permit through its wholly-owned subsidiary, Robex Resources Mali S.A.R.L. This research and exploration permit was granted on September 19, 2017. The term of the license is three years, renewable twice for three years. The permit will expire on September 18, 2026.[(1)]
(F) The Company holds the permit through its subsidiary Robex Resources Mali S.A.R.L. This research and exploration permit was granted on August 26, 2019. The term of this permit is 15 months, renewable twice for three years. The permit will expire on September 27, 2026.[(1)]
(1) The Company is subject to certain minimum exploration work obligations to be incurred over the terms of its research and exploration permits.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years ended December 31, 2023 and 2022

(in Canadian dollars unless otherwise indicated)

16. PROPERTY, PLANT AND EQUIPMENT

	Mining development costs(4)	Buildings and office equipment	Mining-related equipment	Tools, equipment and vehicles	Exploration equipment	Total
Cost Balance as at December 31, 2021 Acquisitions Acquisition of Kiniéro Write-off of property, plant and equipment Change in foreign exchange rate	26,775,809 892,072 --- --- 195,329	13,140,062 4,403,543 2,443,543 (1,321,759) 189,507	132,373,415 38,445,037 --- (640,774) 2,722,887	4,797,144 640,357 916,753 (948,050) 47,473	702,913 15,012 --- (680,016) (13,097)	$ 177,789,343 44,396,021 3,360,296 (3,590,599) 3,142,099
Balance as at December 31, 2022 Acquisitions(1) Impairment loss on the Nampala mine and write-off of property, plant and equipment(2) Changes to right-of-use assets – Note 20 Change in foreign exchange rate	27,863,210 383,607 (15,837,086) --- 330,453	18,854,896 453,091 (1,218,989) --- 3,310	172,900,565 45,208,657 (36,639,016) (3,911,984) 2,972,504	5,453,677 2,513,014 (363,638) --- (919,396)	24,812 --- --- --- 275	225,097,160 48,558,369 (54,058,729) (3,911,984) 2,387,146
Balance as at December 31, 2023	12,740,184	18,092,308	180,530,726	6,683,657	25,087	218,071,962
Accumulated depreciation Balance as at December 31, 2021 Depreciation Write-off of property, plant and equipment Change in foreign exchange rate	10,092,503 1,016,819 --- 97,302	5,739,623 1,109,390 (754,502) 189,286	68,328,786 8,897,601 (424,394) 729,735	2,366,281 696,269 (600,607) 207,539	656,889 9,219 (646,244) (11,808)	87,184,082 11,729,298 (2,425,747) 1,212,054
Balance as at December 31, 2022 Depreciation Write-off of property, plant and equipment Change in foreign exchange rate	11,206,624 1,375,670 --- 134,531	6,283,797 1,594,992 (283,260) 79,817	77,531,728 17,674,527 (333,891) 1,084,303	2,669,482 668,341 (152,342) (91,002)	8,056 3,382 --- 113	97,699,687 21,316,912 (769,493) 1,207,762
Balance as at December 31, 2023	12,716,825	7,675,346	95,956,668	3,094,479	11,551	119,454,868
Net amounts: Total as at December 31,2022	16,656,586	12,571,099	95,368,837	2,784,195	16,756	127,397,473
Total as at December 31, 2023	23,359	10,416,962	84,574,058	3,589,178	13,536	98,617,093
Not depreciated as at December 31,2022(3)	6,777,069	2,653,947	1,276,450	299,623	---	11,007,089
Not depreciated as at December 31, 2023(3)	---	1,156,117	27,430,507	1,178,133	---	29,764,757

(1) For the year ended December 31, 2023, finance costs of $2,887,757 were capitalized in mining-related equipment (no amount for the year ended December 31, 2022).

(2) As at December 31, 2023, the Company recognized an impairment loss of $53,887,997 on property, plant and equipment following impairment testing of the Nampala mine (see Note 5 - Critical accounting estimates and judgments).

(3) Property, plant and equipment with a carrying amount of $29,764,757 is not depreciated because it was under development, construction or installation as at December 31, 2023 ($11,007,089 as at December 31, 2022).

(4) On March 21, 2012, Nampala S.A. received a gold and mineral mining license for a portion of the Mininko property, valid for thirty years. In addition, at the time of the granting of the mining license, the Government of Mali was granted 10% of the shares of Nampala S.A. at no charge. The Government of Mali may decide to acquire an additional 10% interest in return for payment, which it has not done as at the date of these consolidated financial statements.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years ended December 31, 2023 and 2022

(in Canadian dollars unless otherwise indicated)

17. ACCOUNTS PAYABLE

Trade payables Due to the State Other payables Accounts payable to a company owned by a shareholder Accounts payable to related parties Accrued interest	2023 2022 $ $ 13,169,177 11,876,702 4,617,070 4,506,253 1,579,021 982,668 99,566 429,403 197,166 151,901 2,395 10,078
	19,664,39617,957,004

18. LINES OF CREDIT

. LINES OF CREDIT
Authorized line of credit from a Malian bank for a maximum amount of $11,142,470 (5,000,000,000 CFA francs), bearing interest at 7.75% per annum, maturing on January 31, 2025. Authorized line of credit from a Malian bank for a maximum amount of$4,456,988 (2,000,000,000 CFA francs), bearing interest at 8% per annum, matured on April 3, 2024. Authorized line of credit from a Malian bank for a maximum amount of $1,114,247 (500,000,000 CFA francs), bearing interest at 8% per annum, matured on October 31, 2023.	2023 2022 $ $ 4,953,1338,685,739 ---1,877,640 --- 807,560
	4,953,13311,370,939

. LINES OF CREDIT

Authorized line of credit from a Malian bank for a maximum amount of $11,142,470
(5,000,000,000 CFA francs), bearing interest at 7.75% per annum, maturing on January 31,
2025.
Authorized line of credit from a Malian bank for a maximum amount of$4,456,988
(2,000,000,000 CFA francs), bearing interest at 8% per annum, matured on April 3, 2024.
Authorized line of credit from a Malian bank for a maximum amount of $1,114,247
(500,000,000 CFA francs), bearing interest at 8% per annum, matured on October 31, 2023.

2023
2022
$
$ 4,953,1338,685,739
---1,877,640
---
807,560

4,953,13311,370,939

The lines of credit are secured by land mortgages on the gold and mineral mining license for the Nampala region.

19. ENVIRONMENTAL LIABILITIES

Balance, beginning of year Change in the provision following changes in estimates(1) Accretion expense for the year Effect of change in exchange rate Balance, end of year	2023 2022
	$ $

	424,138 378,385
	703,325 ---
	51,357 41,648
	(9,961) 4,105
	1,168,859 424,138

(1) As at December 31, 2023, the Company recorded an additional provision for environmental liabilities in the amount of $703,325, including $565,882 to reflect the estimated life of the Nampala mine, which will end production in June 2026 according to new estimates.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years ended December 31, 2023 and 2022

(in Canadian dollars unless otherwise indicated)

19. ENVIRONMENTAL LIABILITIES (continued)

The Company’s operations are subject to various laws and regulations regarding environmental remediation and closure provisions for which the Company estimates future costs. These provisions may be revised as a result of changes in such laws and regulations and new information, such as changes in reserves corresponding to a change in the life of the mine and discount rates, changes in estimated costs of reclamation activities and the acquisition or construction of a new mine. The Company establishes a provision based on the best estimate of the future reclamation costs of the mining sites and related production facilities, on a discounted basis.

Asset retirement obligations related to capital assets

As at December 31, 2023, the liability for asset retirement obligations was $1,168,859 (December 31, 2022 – $424,138).

The estimated undiscounted value of this liability was $1,478,844 (December 31, 2022 – $1,032,499).

For the year ended December 31, 2023, an accretion expense of $51,357 (December 31, 2022 - $41,648) was charged to income in finance costs to reflect an increase in the carrying amount of the asset retirement obligation, which was established using a weighted average discount rate of 14.5% (December 31, 2022 - 11%).

20. LEASES

Right-of-use assets are included in property, plant and equipment as described below:

			Tools,
	Buildings and office	Mining-related	equipment and
	construction	equipment	vehicles	Total
				$
Balance as at December 31, 2022	532,757	12,153,922	---	12,686,679
Additions	80,431	---	709,236	789,667
Modifications(1)	---	(3,789,421)	(122,563)	(3,911,984)
Amortization	(52,272)	(1,291,328)	(127,434)	(1,471,034)
Effect of change in exchange rate	7,355	132,282	7,508	147,146
Balance as at December 31, 2023	568,271	7,205,455	466,747	8,240,474

Liabilities related to lease liabilities are as follows: Balance, beginning of year Additions Modifications(1) Reduction related to the economics of the contract Payments during the year Effect of change in exchange rate Balance, end of year _Less:_Current portion of lease liabilities	2023 2022
	$ $

	12,518,742 86,363
	789,667 12,389,892
	(3,620,485) ---
	(474,672) ---
	(727,400) (783,340)
	(278,935) 825,827
	8,206,916 12,518,742
	(1,887,524) (1,087,477)
	6,319,393 11,431,265

(1) As at December 31, 2023, the Company had reassessed its agreements and recognized a decrease in right-of-use assets and lease obligations in the amounts of $3,911,984 and $3,620,485, respectively, to reflect the estimated life of the Nampala mine, which will end production in June 2026 according to new estimates.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years ended December 31, 2023 and 2022

(in Canadian dollars unless otherwise indicated)

20. LEASES (continued)

The lease liabilities required for the next five years are as follows:

		$
	2024	1,887,524
	2025	2,058,526
	2026	3,852,191
	2027	45,065
2028	and subsequent	363,610

There are no covenants in the leases.

In 2020, the Company and Vivo Solar Mali S.A. ("Vivo") announced that they had entered into an agreement for Vivo to supply electricity to the Nampala mine through a photovoltaic power plant and battery energy storage system (the "PV Plant"). The agreement has an initial term of five years and is renewable at the Company's option for two consecutive five-year periods for a total of 15 years, once the PV Plant would be commissioned. The PV Plant was commissioned in July 2022. The Company may be subject to an early termination fee, which is reduced monthly over a period of 60 months. The calculation of the lease liability above reflects and includes an indemnity of $2.8 million, based on the mine’s estimated end of life in June 2026.

It has been determined, based on the substance of the agreement and the payment mechanisms, that the agreement with Vivo contains a lease for the PV Plant. This conclusion is based in part on the fact that the PV Plant is dedicated to serving the Nampala mine and that the mine must take delivery of all its production. The most significant estimate in quantifying the liability for the lease obligation is the Company's calculation of the present value of the fixed lease payments. The finance costs charged to the liability have been determined based on the Company's incremental borrowing rate, which has been estimated at 9%.

21. BRIDGE LOAN

On January 30, 2023, the Company signed a mandate letter designating Taurus Mining Finance Fund No. 2 L.P. (“Taurus”) as the exclusive arranger of a financing program totalling US$115 million for the development of the Kiniéro gold project in the Republic of Guinea.

On April 20, 2023, the Company closed the first part of this financing program, a US$35-million bridge loan facility (the “bridge loan”).

On December 21, 2023, the Company and Taurus agreed to revised terms and conditions on the bridge loan.

n December 21, 2023, the Company and Taurus agreed to revised terms and conditions on the bridge loan.
Bridge loan in a total amount of US$34,968,420 (CA$46,172,162), bearing interest at 10% per annum, maturing on June 21, 2024, secured by shares held by the Company in Sycamore Group _Less:_Deferred finance costs – Note 14	2023
	$


	46,172,162

	(641,623)

	45,530,538

Under this bridge loan, the Company has undertaken to comply with certain terms and conditions and financial ratios, which were not met as at December 31, 2023.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years ended December 31, 2023 and 2022

(in Canadian dollars unless otherwise indicated)

21. BRIDGE LOAN (continued)

Share purchase warrants

As a condition to securing this bridge loan, the Company issued 22,500,000 non-transferable common share purchase warrants to Taurus at an exercise price of $0.39 per common share. The warrants will expire on the earlier of:

i) The date that is four (4) years after the closing date of the bridge loan, subject to earlier termination in the event of full repayment of project financing that may be provided by Taurus; or

ii) The date that is one (1) year after the bridge loan closing date, if the bridge loan is repaid in full on or before such date by refinancing the bridge loan with a third party lender or group of lenders that is not directly or indirectly related to Taurus or a member of its group.

Lastly, if the bridge loan is reduced or partially repaid during the first year of its term, other than through the use of another financing instrument provided by Taurus or members of its group, the term associated with a pro rata number of warrants will be reduced.

The derivative liability related to the warrants is as follows:

Balance as at December 31, 2022 Initial recognition Change in the fair value of the warrants Balance as at December 31, 2023	2023
	$

	---
	2,357,713
	(1,016,863)

	1,340,850

The fair value of the derivative warrant liability was determined using the Black-Scholes option pricing model, with the following assumptions:

	2023	As at April 19, 2023
		(date of issue)
Risk-free interest rate	3.26%	3.09%
Expected volatility	44%	51%
Rate of return on shares	0%	0%
Share price on the valuation date	$0.27	$0.30
Exercise price	$0.39	$0.39
Fair value per warrant	$0.06	$0.10
Expected remaining life	3.3 years	4 years

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years ended December 31, 2023 and 2022

(in Canadian dollars unless otherwise indicated)

22. SHAREHOLDERS’ EQUITY

a) Share capital

Authorized

Unlimited number of shares without par value

Common

Preferred shares, non-voting, variable non-cumulative dividend not exceeding 14%, nonparticipating in the remaining assets, redeemable at the price paid

	2023	2022
	$	$
Issued and fully paid
844,054,490 common shares
(December 31, 2022 - 843,363,490 common shares)	122,617,189	122,475,271

b) Reserve – Stock options

Under the Stock Option Plan, the Company may grant options to certain directors, officers, key employees and consultants. The total number of common shares in the share capital of the Company that may be issued under this plan is 84,405,440 shares. The aggregate number of common shares reserved for the exercise of options in favour of any one optionee, who is not a consultant or an investor relations person, shall not exceed, in any 12-month period, five percent (5%) of the issued and outstanding common shares of the Company. At the time of each grant of options, the Board of Directors determines the term and exercise price of the options and may determine whether they may vest on a particular schedule. The term of the options issued cannot exceed ten years and the exercise price can be set at a discounted price. The total number of options granted in any 12-month period to consultants and persons performing investor relations activities must not exceed 2% of the issued and outstanding common shares. Lastly, the options granted to a person whose services are retained to perform investor relations activities vest over a 12-month period at the rate of 25% per three-month period. Stock options granted by the Company are settled in equity instruments of the Company.

Stock options varied as follows:

Outstanding at beginning of year Granted Exercised Cancelled or expired Outstanding at end of year		2023	2022
		Weighted	Number Weighted average exercise price 6,281,163 $0.12 6,000,000 $0.36 (1,325,000) $0.10 --- ---
		average
	Number	exercise price

	10,956,163	$0.26
	3,800,000	$0.29
	(691,000)	$0.13
	(1,350,000)	$0.21
	12,715,163	$0.28	10,956,163 $0.26
Exercisable	12,715,163	$0.28	10,956,163 $0.26

For the year ended December 31, 2023, the weighted average share price upon exercise of the stock options was $0.30 ($0.36 for the year ended December 31, 2022).

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years ended December 31, 2023 and 2022

(in Canadian dollars unless otherwise indicated)

22. SHAREHOLDERS’ EQUITY (continued)

b) Reserve – Stock options (continued)

The total fair value of stock options granted during the year ended December 31, 2023 was $422,674 ($863,180 during the year ended December 31, 2022). For the year ended December 31, 2023, an amount of $422,674 was recorded as stock option compensation cost ($863,180 for the year ended December 31, 2022). The fair value was estimated at the date of grant using the Black-Scholes option pricing model with the following assumptions:

	2023
Risk-free interest rate	4.28%
Expected volatility	50%
Rate of return on equity	0%
Expected life of the options	5 years
Share price at grant date	$0.25
Exercise price	$0.29

The following table summarizes certain information regarding the Company’s stock options:

	Options outstanding and exercisable	Options outstanding and exercisable
	as at December 31, 2023

	Weighted average remaining

		contractual life


Exercise price		Number Years

$0.13	3,415,163 0.9
$0.36	5,500,000 3.5
$0.29	3,800,000 4.7
	12,715,163

c) Dividends

During the year ended December 31, 2023, dividends in an amount of $318,520 were declared by the Nampala S.A. subsidiary to the non-controlling interest (no dividends for the year ended December 31, 2022).

23. ACCUMULATED OTHER COMPREHENSIVE INCOME

Exchange rate difference Balance, beginning of year Change in foreign currency translation adjustment for the year Balance, end of year Attributable Common shareholders Non-controlling interest	2023 2022 $ $ 311,422(1,219,990) (4,184,788)1,531,412
	(3,873,366)311,422
	(3,924,017)308,168 50,651 3,254
	(3,873,366)311,422

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years ended December 31, 2023 and 2022

(in Canadian dollars unless otherwise indicated)

24. ADDITIONAL INFORMATION TO THE CONSOLIDATED STATEMENTS OF CASH FLOWS

a)Net change in non-cash working capital items Decrease (increase) in current assets Receivables Inventory Prepaid expenses Deposits paid Increase (decrease) in current liabilities Accounts payable b) Interest paid Bridge loan Lines of credit Long-term debt Lease liabilities Bank charges and other finance costs c) Items not affecting cash related to investing activities Change in accounts payable related to mining properties Change in accounts payable related to property, plant and equipment Change in accounts payable related to intangible assets Finance costs capitalized to mining properties Finance costs capitalized to property, plant and equipment d) Items not affecting cash related to financing activities Warrants issued against deferred financing costs Reduction in lease obligations against mining operating expenses Reduction in rental obligations against finance costs	2023 2022 $ $ 2,188,980(4,603,713) 1,237,892(3,673,500) 330,328 360,100 (170,771) (116,236)
	3,586,428(8,033,349) (2,896,094)(13,511,076)
	690,334(21,544,425)
	(167,949) --- (884,487) (431,370) (69,620) (421,644) (27,212) (532,399) (149,054) (131,404)
	(1,298,322)(1,516,817)
	(2,497,280) (708,626) (2,393,212) (460,975) 90,766 1,395,519 --- 2,887,757 --- 2,357,713 --- 474,672 --- 472,962 ---

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years ended December 31, 2023 and 2022

(in Canadian dollars unless otherwise indicated)

25. INCOME TAXES

Income tax (recovery) expense

Tax payable Income tax payable Deferred tax Origination and reversal of temporary differences Income tax (recovery) expense The reconciliation of the combined federal (Canada) and provincial (Quebec) tax rate to the tax provision is as follows: Current tax at combined statutory rate of 26.5% (2022 - 26.5%) Adjustments from previous years Non-deductible and non-taxable items Change in unrecognized deferred tax assets Rate differential Other Foreign withholding tax	2023 2022 $ $ 8,267,618 5,834,906 (10,924,710)2,037,040
	(2,657,092)7,871,946
	2023 2022 $ $ (3,180,839)10,752,897 --- 123,800 (8,335,464)(5,026,473) 6,914,038 156,305 787,127 838,672 (146,631)285,283 1,304,677 741,462
	(2,657,092)7,871,946

The reconciliation of the combined federal (Canada) and provincial (Quebec) tax rate to the tax provision is as follows:

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years ended December 31, 2023 and 2022

(in Canadian dollars unless otherwise indicated)

25. INCOME TAXES (continued)

Deferred income taxes

The components of deferred tax assets and liabilities are as follows:

Deferred tax assets Property, plant and equipment Intangible assets Deferred tax liabilities Property, plant and equipment Intangible assets Loan denominated in a foreign currency Deferred income taxes, net	2023 2022 $ $ 1,059,943 965,972 315,357 ---
	1,375,301 965,972
	(336,431)(11,072,202) (42,201) --- (178,189) ---
	(556,821)(11,072,202)
	818,480(10,106,230)

The components of unrecognized deferred tax assets are as follows:

Mining properties Non-capital losses Deferred finance costs Capital losses Reserves Property, plant and equipment Intangible assets	2023 2022 $ $ 3,360,119 3,334,471 22,542,92714,796,397 347,120 9,062 9,890 --- 294,345 --- 1,201,148 --- 978,177 ---
	28,733,72618,139,930

Non-capital losses available for carry-forward are as follows:

Canada		$
	2028	594,369
	2029	528,600
	2030	432,927
	2031	1,428,435
	2032	1,998,355
2033	and until 2043	52,200,038
Republic of Guinea		$
	Indefinite	14,644,751

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years ended December 31, 2023 and 2022

(in Canadian dollars unless otherwise indicated)

26. EARNINGS PER SHARE

. EARNINGS PER SHARE
Basic and diluted net income attributable to common shareholders Basic weighted average number of shares outstanding(2) Stock options(1)(2) Diluted weighted average number of shares outstanding(1)(2) Basic earnings per share Diluted earnings per share	2023 2022 $ $ (6,637,044) 30,777,719
	90,115,10463,577,894 --- 343,152
	90,115,10463,921,046
	(0.074) 0.484 (0.074) 0.481

(1) The calculation of hypothetical conversions excludes warrants and options whose effect is anti-dilutive. Some warrants and options are anti-dilutive either because their exercise price is higher than the average market price of the Company’s common shares for each of the periods presented or because the impact of the conversion of these items on net income would cause diluted earnings per share to be higher than the basic earnings per share for each of these periods. For the year ended December 31, 2023, 15,842,466[(2)] warrants and 1,136,709[(2)] options were excluded from the calculation of diluted earnings per share (no warrants and 285,246[(2)] options for the year ended December 31, 2022).

(2) On March 28, 2024, the Company announced a 10 to 1 reverse stock split (see Note 31 – Subsequent events).

27. CAPITAL DISCLOSURES

The Company’s objectives when managing capital are to maintain sufficient liquidity to fund planned activities. The definition of capital includes equity. The Company’s capital was $184,073,935 and $196,554,323 as at December 31, 2023 and December 31, 2022, respectively.

The Company’s objectives when managing capital are to maintain financial flexibility in order to preserve its ability to meet its financial obligations.

Other transactions affecting equity are disclosed in the consolidated statement of changes in equity.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years ended December 31, 2023 and 2022

(in Canadian dollars unless otherwise indicated)

28. CONTINGENCIES AND COMMITMENTS

Purchase obligations

As at December 31, 2023, the Company had commitments to various unrelated suppliers for deliveries of services as well as purchases of property, plant and equipment, and supplies and spare parts.

The timing of certain capital payments is estimated on the basis of project completion schedules. Most of the commitments can be cancelled at the Company's discretion without any substantial financial impact.

Delivery of services Purchases of supplies and spare parts Purchases of property, plant and equipment iéro project Delivery of services Purchases of property, plant and equipment	2023 2022 $ $ 432,716 677,175 3,408,343 5,164,112 564,806 245,839
	4,405,865 6,087,126


	2023 2022 $ $ 4,338,61811,206,435 25,873,963 8,106,600
	30,212,58119,313,035

Kiniéro project

Government royalties

In Mali and in the Republic of Guinea, the royalty rates on volumes shipped are 3% and 5%, respectively.

Net smelter royalties (NSR)

In Mali and in the Republic of Guinea, the NSR rates are from 1% to 2% and from 0.5% to 1%, respectively, on our various exploration properties. NSRs will only come into force when the Company obtains mining licenses on these properties.

Royalties on the Kiniéro project

Under the Taurus bridge loan, described in note 21, Taurus holds a gross royalty on the metals of 0.25% for up to 1,500,000 ounces of gold from the Kiniéro project.

Tax contingency in Mali

In 2023, the Company received proposals for tax reassessments from the Malian tax authorities for the years 2019 to 2021 with a maximum exposure of FCFA 39.3 billion (including interest and penalties), or approximately $88.5 million. These proposed reassessments do not constitute a definitive notification confirming the proposed reassessments.

The assessment mainly covers corporate income tax. As at the date of these financial statements, various discussions are underway with the authorities and the final outcome remains uncertain. There is, therefore, a risk that the outcome will have a material impact on the balances recorded in future years, on the operation of the Nampala mine, and on all the Company’s operations in Mali. It is not possible to provide further estimates of the sensitivity of potential downward changes.

As at the date of these financial statements, the Company has not yet received this final notification. The final outcome cannot be determined at this time. The Company is vigorously defending its positions and is currently negotiating a new tax framework with the Malian authorities. The final outcome of this case is not determinable at this time and, consequently, no provision was recognized as at December 31, 2023. Any provision will be recognized in the Company's consolidated financial statements as soon as it is probable that an outflow of funds will occur.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years ended December 31, 2023 and 2022

(in Canadian dollars unless otherwise indicated)

29. FINANCIAL INSTRUMENTS

Measurement categories

Financial assets and financial liabilities have been classified into categories that define their measurement basis and, for items measured at fair value, whether changes in fair value are recognized in the consolidated statement of income or the consolidated statement of comprehensive income. These categories are: financial assets and liabilities at FVTPL, and financial assets and liabilities measured at amortized cost. The following table presents the carrying amounts of assets and liabilities for each of these categories:

Financial assets at amortized cost Cash Accounts receivable Deposits paid Deposits paid on property, plant and equipment Financial liabilities at amortized cost Lines of credit Accounts payable Bridge loan Long-term debt Other long-term liabilities Financial liabilities at FVTPL Warrants	2023 2022 $ $ 12,221,978 3,611,406 93,084 824,471 1,345,035 1,161,559 19,674,805 3,791,457
	33,334,902 9,388,893
	4,953,13311,370,939 15,047,32513,450,751 45,530,538 --- 159,936 1,395,215 1,893,404 1,434,717
	67,584,33627,651,622
	1,340,850 ---
	1,340,850 ---

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years ended December 31, 2023 and 2022

(in Canadian dollars unless otherwise indicated)

29. FINANCIAL INSTRUMENTS (continued)

Financial risk factors

Through its activities, the Company is exposed to various financial risks, such as market risk, credit risk and liquidity risk.

a) Market risk

i) Fair value

The Company believes that the carrying amount of all financial liabilities recorded at amortized cost in its consolidated financial statements approximates their fair value. Current financial assets and liabilities are measured at their carrying amount, which is considered to be a reasonable estimate of their fair value due to their short-term nature. The fair value of the long-term debt was not determined due to the specific conditions negotiated and the third parties involved.

The fair value of the warrant liability was determined using the Black-Scholes option pricing model, which uses significant inputs that are not based on observable market data, hence the classification in Level 3 of the fair value hierarchy.

As at December 31, 2022, the Company had no financial instruments recorded at fair value.

ii) Interest rate risk

The Company’s current financial assets and liabilities are not significantly exposed to interest rate risk due to their short-term nature or because they are non-interest bearing.

The lines of credit, the bridge loan and the long-term debt bear interest at fixed rates and are not subject to interest rate risk.

iii) Foreign exchange risk

The Company is exposed to currency risk from its exposure to other currencies, primarily the Canadian dollar and the U.S. dollar.

The Company holds cash, accounts receivable, deposits paid, deposits paid on property, plant and equipment, accounts payable, a bridge loan and lease liabilities in Canadian dollars, U.S. dollars, Guinean francs and/or the pound sterling. As a result, the Company is exposed to the risk caused by fluctuations in foreign exchange rates. The Company does not use any derivatives to mitigate its exposure to currency risk.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years ended December 31, 2023 and 2022

(in Canadian dollars unless otherwise indicated)

29. FINANCIAL INSTRUMENTS (continued)

Financial risk factor (continued)

a) Market risk (continued)

iii) Foreign exchange risk (continued)

The following table presents the balances in foreign currencies as at December 31, 2023 and December 31, 2022, to the extent that these balances are not denominated in the functional currency of the entity in question:

Cash Receivables Deposits paid Deposits paid on property, plant and equipment Accounts payable Bridge loan Lease liabilities	2023 2023 2022 2022 CAD USD CAD USD 238,638 189,236 96,856 292,420 110,461 --- 128,823 --- 99,443 346,795 80,331 234,471 1,495,999 8,758,334 --- 2,235,320 (858,225) (553,307) (431,351) (1,266,234) --- (34,968,420) --- --- (453,899) (5,468,149) (473,207) (8,887,849)
	632,416 (31,695,511) (598,548) (7,391,872)
	€ 432,630 € (28,629,604) € (413,990) € (6,930,619)

Net balance in euros

The CFA franc fluctuates with the euro. As at December 31, 2023, the FCFA was at a fixed rate of 655.957 FCFA for 1 euro. The balance in euros includes the balance in CFA francs, as the foreign exchange risk associated with these two currencies is managed simultaneously.

Assuming all other variables remain constant, a 5% weakening of the exchange rates presented above would have increased the Company’s net income and shareholders’ equity by approximately $2,223,698 for the year ended December 31, 2023 (increase of approximately $570,570 for the year ended December 31 , 2022). A 5% strengthening of the exchange rates presented above would have resulted in a decrease of approximately $2,009,591 in the Company’s net income and shareholders’ equity for the year ended December 31 , 2023 (decrease of approximately $513,881 for the year ended December 31 , 2022).

b) Credit risk

Credit risk is the risk of credit loss to the Company if a third party to a financial instrument fails to meet its contractual obligations. The financial instruments that may expose the Company to credit risk are cash and accounts receivable. The Company mitigates this risk by depositing its cash with Canadian and international financial institutions with strong credit ratings. However, as at December 31, 2023, $138,389 were held with banks in Africa that have no credit rating (December 31, 2022 – $313,980). Deposits were made primarily for the purchase of mining equipment and supplies and spare parts inventory.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years ended December 31, 2023 and 2022

(in Canadian dollars unless otherwise indicated)

29. FINANCIAL INSTRUMENTS (continued)

Financial risk factor (continued)

c) Liquidity risk

Liquidity risk is the risk that an entity will encounter difficulty in meeting obligations associated with financial liabilities that are settled by the delivery of cash or another financial asset. The long-term risks associated with meeting the Company's contractual obligations related to its debt depend on its ability to generate future cash flows. The Company manages its liquidity risk by determining the cash flows it estimates it will need for planned operating, investing and financing activities.

As at December 31, 2023, the Company had current monetary assets of $13.7 million to settle current monetary liabilities of $65.5 million. The Company's accounts payable and accrued liabilities have contractual maturities of less than 30 days and are subject to normal payment terms. The Company regularly assesses its available cash to ensure that it has sufficient liquid resources to meet its investment and operating requirements. At December 31, 2023, the Company was not in compliance with all the covenants of its bridge loan. Management believes that the working capital at December 31, 2023 will not be sufficient to enable the Company to meet its obligations, commitments and planned expenditures until December 31, 2024, given the current maturity of the bridge loan (see Note 1 - Going concern).

The following table presents the contractual maturities of financial liabilities as at December 31, 2023:

	Carrying amount	0 to 1 year	1 to 3 years Over 3 years

Accounts payable	19,664,396	19,664,396	--- ---

Lines of credit	4,953,133	4,953,133	--- ---

Bridge loan(1)	46,172,162	46,172,162	--- ---

Long-term debt(1)	159,936	163,080	--- ---

Lease liabilities(1)	8,206,916	2,309,009	7,389,097 446,141

Other long-term liabilities	1,893,404	---	--- 1,893,404
	81,049,947	73,261,780	7,389,097 2,339,545

(1) The amount of the future maturities of these liabilities exceed their carrying amount because they include scheduled principal and interest payments.

30. RELATED PARTY TRANSACTIONS

Results for the year ended December 31, 2023 include an expense of $4,958,144 incurred with directors and officers and companies controlled by them ($4,659,652 for the year ended December 31, 2022). These transactions occurred in the normal course of business and are measured at the exchange amount, which is the amount of consideration established by the related parties.

The following table summarizes, for the respective fiscal years, the total compensation paid to the directors and senior officers having the authority and responsibility to plan, direct and control the activities of the Company:

Professional fees and salaries(1) Directors’ fees (1) Compensation in stock options	2023 2022 $ $ 4,308,008 3,782,840 316,447 68,300 333,690 808,512
	4,958,145 4,659,652

(1) These expenses are included in Administrative expenses - Corporate Management in Note 9.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years ended December 31, 2023 and 2022

(in Canadian dollars unless otherwise indicated)

30. RELATED PARTY TRANSACTIONS (continued)

The following table summarizes, for the respective fiscal years, the transactions between the Company and the directors and senior officers having the authority and responsibility to plan, direct and control the activities of the Company:

Transactions with Fairchild Participation S.A.(2)(3)	2023 2022 $ $ 2,467,977 3,753,746

(2) An amount of $2,328,450 included in this amount relates to the compensation of officers of the Company for the year ended December 31, 2023 ($3,156,507 for the year ended December 31, 2022), which is included in the preceding table.

(3) Fairchild Participation S.A. is a company co-owned by George Cohen, an executive officer of the Company (until September 2023) and director, and his wife.

The Company has not provided for the payment of termination and change of control benefits for key management personnel.

31. SUBSEQUENT EVENTS

On March 28, 2024, the Company announced a 10 to 1 reverse stock split, effective April 1, 2024, that had previously been approved by its shareholders on June 29, 2023.

On April 23, 2024, the Company issued 5,988,375 shares – post split, as part of the acquisition of the Sycamore Group (see Note 7 – Acquisition of Sycamore Group).

AI assistant

Robex Resources Inc. — Annual Report 2023

43202_rns_2024-05-16_45728642-e656-40e1-87b1-232e8a497567.pdf

Table of Contents

Independent auditor’s report

Our opinion

What we have audited

Basis for opinion

Independence

Material uncertainty related to going concern

Key audit matters

Key audit matter

Key audit matter

How our audit addressed the key audit matter

Key audit matter

Uncertain tax positions

How our audit addressed the key audit matter

Other information

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

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

/s/PricewaterhouseCoopers/LLP[1]

CONSOLIDATED STATEMENTS OF INCOME

FOR THE YEARS ENDED DECEMBER 31

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

FOR THE YEARS ENDED DECEMBER 31

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

Years ended December 31, 2023 and 2022

CONSOLIDATED BALANCE SHEETS FOR THE YEARS ENDED DECEMBER 31

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. DESCRIPTION OF THE BUSINESS AND GOING CONCERN

2. BASIS OF PREPARATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

3. MATERIAL ACCOUNTING POLICIES INFORMATION

Basis of preparation

Principles of consolidation, functional currency and presentation currency

Translation of foreign currency transactions

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

3. MATERIAL ACCOUNTING POLICIES INFORMATION (continued)

Financial instruments

a) Financial assets and liabilities measured at fair value through profit or loss (“FVTPL”)

b) Financial assets measured at amortized cost

Share purchase warrants

Transaction costs

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

3. MATERIAL ACCOUNTING POLICIES INFORMATION (continued)

Inventory

Deferred financing fees

Mining properties

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years ended December 31, 2023 and 2022

3. MATERIAL ACCOUNTING POLICIES INFORMATION (continued)

Mining properties (continued)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years ended December 31, 2023 and 2022

3. MATERIAL ACCOUNTING POLICIES INFORMATION (continued)

Mining properties (continued)

Loss of value

Property, plant and equipment

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years ended December 31, 2023 and 2022

3. MATERIAL ACCOUNTING POLICIES INFORMATION (continued)

Property, plant and equipment (continued)

Property acquisition, exploration and mine development costs

- Mining related equipment

Buildings and office developments

Tools, equipment and vehicles

Exploration equipment

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years ended December 31, 2023 and 2022

3. MATERIAL ACCOUNTING POLICIES INFORMATION (continued)

Assets under construction

Stripping costs

Borrowing costs

Intangible assets

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years ended December 31, 2023 and 2022

3. MATERIAL ACCOUNTING POLICIES INFORMATION (continued)

Impairment of non-financial assets

Provision for environmental remediation obligations

Robex Resources Inc. Annual Report 2023