Robex Resources Inc. — Interim / Quarterly Report 2024

Jun 14, 2024

Condensed Interim Consolidated Financial Statements (unaudited) For the three-month periods ended March 31, 2024 and 2023

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The accompanying condensed interim consolidated financial statements have been prepared by the management of Robex Resources Inc. and have not been reviewed by the external auditors.

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Table of Content

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS	Page
Consolidated statements of income .................................................................................................................................................................	2
Consolidated statements of comprehensive income .......................................................................................................................................	3
Consolidated statements of changes in equity .................................................................................................................................................	4
Consolidated balance sheets ............................................................................................................................................................................	5
Consolidated statements of cash flows ............................................................................................................................................................	6

Notes to the condensed interim consolidated financial statements

Notes to the condensed interim consolidated financial statements
1 - Description of the business and going concern .........................................................................................................................................	7
2 - Basis of preparation ..................................................................................................................................................................................	7
3 - Material accounting policies information .................................................................................................................................................	8
4 - Estimates, judgments and assumptions ....................................................................................................................................................	8
5 - Segmented information ............................................................................................................................................................................	9
6 - Mining expenses .......................................................................................................................................................................................	11
7 - Administrative expenses ...........................................................................................................................................................................	11
8 - Financial expenses .....................................................................................................................................................................................	11
9 - Inventory ...................................................................................................................................................................................................	12
10 - Accounts receivable ..................................................................................................................................................................................	12
11 - Deferred financing fees .............................................................................................................................................................................	12
12 - Mining properties ......................................................................................................................................................................................	13
13 - Property, plant and equipment .................................................................................................................................................................	14
14 - Accounts payable ......................................................................................................................................................................................	15
15 - Bridge loan ................................................................................................................................................................................................	15
16 - Additional information to the consolidated statements of cash flows .....................................................................................................	17
17 - Earnings per share .....................................................................................................................................................................................	18
18 - Contingencies and commitments ..............................................................................................................................................................	18
19 - Subsequent events ....................................................................................................................................................................................	19

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Three-month periods ended March 31,

CONSOLIDATED STATEMENTS OF INCOME

(in Canadian dollars unless otherwise indicated - unaudited)

INTERIM CONSOLIDATED STATEMENTS OF INCOME MINING Revenues - Gold sales Mining expenses - Note 6 Mining royalties Depreciation of property, plant and equipment and amortization of intangible assets	2024 2023 $ $ 39,182,893 33,179,878 (9,811,669) (11,253,028) (1,461,631) (1,019,632) (10,667,110) (4,779,032)
MINING RESULTS	17,242,483 16,128,186
OTHER EXPENSES Administrative expenses - Note 7 Depreciation of property, plant and equipment and amortization of intangible assets Other income	(5,596,851) (6,988,690) 83,501 (88,742) 26,311 80,646
OPERATING INCOME	11,755,444 9,131,400
FINANCIAL EXPENSES Financial expenses - Note 8 Foreign exchange gains (losses) Change in the fair value of share purchase warrants - Note 15	(551,814) (633,137) (307,395) 485,517 733,444 ---
INCOME BEFORE INCOME TAX EXPENSE	11,629,679 8,983,780
INCOME TAX RECOVERY (EXPENSE) Current - Note 18 Deferred	(43,712,133) (2,075,063) --- (59,810)
NET INCOME	(32,082,454) 6,848,907
ATTRIBUTABLE TO Common shareholders Non-controlling interest EARNINGS PER SHARE - Note 17 Basic (1) Diluted (1)	(29,134,726) 6,383,858 (2,947,728) 465,049
	(32,082,454) 6,848,907
	(0.322) 0.071 (0.322) 0.071

(1) On March 28, 2024, the Company announced a 10 to 1 reverse stock split, effective April 1, 2024 (see Note 19 - Subsequent events).

2

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

Three-month periods ended March 31,

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in Canadian dollars unless otherwise indicated - unaudited)

INTERIM CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME NET INCOME Other comprehensive income Item that may be reclassified subsequently to net income Exchange difference	2024 $ 2023 $ (32,082,454) 6,848,907 (480,725) 1,901,961
COMPREHENSIVE INCOME	(32,563,179) 8,750,868
COMPREHENSIVE INCOME ATTRIBUTABLE TO Common shareholders Non-controlling interest	(29,614,419) 8,228,874 (2,948,760) 521,994
	(32,563,179) 8,750,868

3

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

Three-month periods ended March 31, 2023 and 2024

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(in Canadian dollars unless otherwise indicated - unaudited)

Balance as at December 31, 2022 Net income Other comprehensive income		Common shareholders		Non-controlling interest Total equity 3,367,140 196,554,323 465,049 6,848,907 56,945 1,901,961
	Share capital issued Share capital to be issued 122,475,271 11,719,099 --- --- --- ---	Reserve - Stock options Retained earnings 3,802,417 54,882,228 --- 6,383,858 --- ---	Accumulated other comprehensive income Total 308,168 193,187,183 --- 6,383,858 1,845,016 1,845,016
Comprehensive income Stock options exercised	--- --- 141,918 ---	--- 6,383,858 (52,088) ---	1,845,016 8,228,874 --- 89,830	521,994 8,750,868 --- 89,830
Balance as at March 31, 2023	122,617,189 11,719,099	3,750,329 61,266,086	2,153,184 201,505,887	3,889,134 205,395,021
Balance as at December 31, 2023 Net income Other comprehensive income	122,617,189 12,575,588 --- --- --- ---	4,173,003 48,245,184 --- (29,134,726) --- ---	(3,924,017) 183,686,947 --- (29,134,726) (479,693) (479,693)	386,988 184,073,935 (2,947,728) (32,082,454) (1,032) (480,725)
Comprehensive income	--- ---	--- (29,134,726)	(479,693) (29,614,419)	(2,948,760) (32,563,179)
Balance as at March 31, 2024	122,617,189 12,575,588	4,173,003 19,110,458	(4,403,710) 154,072,528	(2,561,772) 151,510,756

4

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

CONSOLIDATED BALANCE SHEETS (in Canadian dollars unless otherwise indicated - unaudited)	As at March 31, 2024 As at December 31, 2023
ASSETS CURRENT ASSETS Cash Inventory - Note 9 Accounts receivable - Note 10 Prepaid expenses Deposits paid Deferred financing fees - Note 11 NON-CURRENT ASSETS VAT receivable Deposits paid on property, plant and equipment Mining properties - Note 12 Property, plant and equipment - Note 13 Intangible assets Deferred tax assets	$ $ 16,604,181 12,221,978 15,951,243 15,620,800 7,153,444 6,733,583 506,292 465,795 1,612,706 1,345,035 2,590,534 2,580,751
	44,418,400 38,967,942
	3,396,957 2,985,818 20,706,226 19,674,805 108,393,790 105,388,261 95,761,005 98,617,093 587,375 539,568 818,377 818,480
TOTAL ASSETS	274,082,130 266,991,967
LIABILITIES CURRENT LIABILITIES Lines of credit Accounts payable - Note 14 Bridge loan - Note 15 Current portion of long-term debt Current portion of lease liabilities Share purchase warrants - Note 15 NON-CURRENT LIABILITIES Environmental liabilities Lease liabilities Other long-term liabilities TOTAL LIABILITIES SHAREHOLDERS’ EQUITY Share capital issued Share capital to be issued Reserve - Stock options Retained earnings Accumulated other comprehensive earnings Non-controlling interest	5,236,572 4,953,133 58,463,481 19,664,396 47,045,343 45,530,538 94,478 159,936 1,984,490 1,887,524 607,406 1,340,850
	113,431,770 73,536,377
	1,223,375 1,168,859 6,039,366 6,319,392 1,876,863 1,893,404
	122,571,374 82,918,032
	122,617,189 122,617,189 12,575,588 12,575,588 4,173,003 4,173,003 19,110,458 48,245,184 (4,403,710) (3,924,017)
	154,072,528 183,686,947
	(2,561,772) 386,988
	151,510,756 184,073,935
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	274,082,130 266,991,967

Going concern basis (Note 1)

Contingencies and commitments (Note 18) Subsequent events (Note 19)

5

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

CONSOLIDATED STATEMENTS OF CASH FLOWS

Three-month periods ended March 31,

(in Canadian dollars unless otherwise indicated – unaudited)

CASH FLOWS FROM (USED IN) Operating activities Net income Adjustments for Financial expenses Depreciation of property, plant and equipment and amortization of intangible assets Deferred income tax expense Change in fair value of share purchase warrants Unrealized foreign exchange loss Net change in non-cash working capital items - Note 16 a) Change in VAT receivable Change in other long-term liabilities Financial expenses paid - Note 16 b) Investing activities 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 Repayment of long-term debt Change in lines of credit Payments on lease liabilities Issuance of common shares upon exercise of stock options Effect of exchange rate changes on cash Increase in cash Cash, beginning of period	2024 2023 $ $ (32,082,454) 6,848,907 551,814 633,137 10,583,609 4,867,774 --- 59,810 (733,444) --- 1,145,936 --- 42,365,748 1,104,102 (411,139) (255,779) (16,350) 18,654 (496,334) (367,443)
	20,907,386 12,909,162
	(585,785) (1,739,490) (7,246,956) (2,290,651) (8,129,348) (7,283,363) (79,544) 9,364
	(16,041,633) (11,304,140)
	86,328 (484,331) (65,437) (418,522) 284,061 2,632,293 (365,163) (8,017) --- 89,830
	(60,211) 1,811,253
	(423,339) (1,156,917)
	4,382,203 2,259,358 12,221,978 3,611,406
Cash, end of period	16,604,181 5,870,764
Income taxes paid Interest paid	2,763,775 31,233 1,553,648 340,960

Additional information (Note 16)

6

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

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(in Canadian dollars unless otherwise indicated - unaudited)

1 - DESCRIPTION OF THE BUSINESS AND GOING CONCERN

Robex Resources Inc. (the “Company”) is a Canadian mining company specializing 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 operating permits (the “Kiniéro Project”) in the Republic of Guinea. These permits consist of a series of mining licenses (approximately 470 km[2] ) in the Siguiri Basin.

The address of the head office is 2875 Laurier Boulevard, D1-1000, Québec, Québec 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 March 31, 2024, the Company had a working capital deficit of $69.0 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 March 31, 2024 (see Note 15 - Bridge loan).

As at the date of these financial statements, the Company and Taurus were working to negotiate the terms of the second part of the financing package described in Note 14, 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, and there can be no assurance that such sources of financing or initiatives, such as securing another extension to 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 acceptable to the Company. The Company’s ability to continue as a going concern and to finance planned activities depends on management being able 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 the assets may be less than those presented in these consolidated financial statements.

Management believes that the working capital at March 31, 2024 will not be sufficient to enable the Company to meet its obligations, commitments and anticipated expenditures until March 31, 2025 taking into account the current maturity of the bridge loan. Management was aware, at the time it made its assessment, of material uncertainties around events and circumstances that may cast significant doubt on the Companyʼs ability to continue as a going concern, as defined in the preceding paragraph, and accordingly about the appropriateness of the Companyʼs use of applicable accounfing policies under 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. These adjustments could be material.

2 - BASIS OF PREPARATION

These condensed interim consolidated financial statements have been prepared in accordance with the accounting IFRS issued by the International Accounting Standards Board (“accounting IFRS” or “IFRS”) applicable to the preparation of interim financial statements, including IAS 34, “Interim Financial Reporting.”

The accounting policies followed in these condensed interim consolidated financial statements are consistent with those applied in the Company’s annual audited financial statements for the year ended December 31, 2023. These condensed interim consolidated financial statements do not include all the information and notes required for annual consolidated financial statements and should be read in conjunction with the Company’s annual audited financial statements for the year ended December 31, 2023, which have been prepared in accordance with IFRS.

These condensed interim consolidated financial statements were approved by the Board of Directors on May 30, 2024.

7

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(in Canadian dollars unless otherwise indicated - unaudited)

3 - MATERIAL ACCOUNTING POLICIES 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 noncurrent 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 Company has applied the Classification of Liabilities as Current or Non-current amendment to IAS 1 for the first time starting January 1, 2024.

The amendments specify that:

• The classification of liabilities as current or non-current should be based on the rights that are in existence at the end of the reporting period; - Classification is unaffected by expectations about whether an entity will exercise its right to defer settlement of a liability; and

• Settlement includes transfers of cash, equity instruments, other assets or services that trigger the extinguishment of liabilities.

Application of the amendments to IAS 1 has resulted in a change in the Company’s accounting policy on classifying liabilities that may be settled in the Company’s own shares (for example, the derivative warrant liability) from non-current to current liabilities. Under the revised accounting policy, where a liability includes an option to convert consideration that can be settled by issuing common shares in the Company, the conversion option is taken into account in classifying the liability as current or non-current except where it is classified as a share component of a compound instrument. The derivative warrant liability was classified as a current liability as at March 31, 2024 because the conversion option can be exercised by the warrant holder at any time.

The amendments to IAS 1 had a retrospective impact on the comparative consolidated balance sheet, as the Company had warrants outstanding as at December 31, 2023. The amount of $607,406 ($1,340,850 as at December 31, 2023) was reclassified from a non-current liability to a current liability in its entirety.

The Companyʼs other liabilifies have not been affected by the amendments to IAS 1.

4 - ESTIMATES, JUDGMENTS AND ASSUMPTIONS

In preparing its consolidated financial statements, management makes several judgments, estimates and assumptions about the recognition and measurement of assets, liabilities, revenues and expenses.

The results in the Company’s condensed interim consolidated financial statements are not necessarily representative of its results for a full fiscal year.

The significant estimates and assumptions that have the greatest impact on the recognition and measurement of the assets, liabilities, revenues and expenses used to prepare the condensed interim consolidated financial statements are consistent with those applied and presented in the notes to the Company’s audited annual consolidated financial statements as at December 31, 2023, with the exception of income tax and uncertain tax positions (see Note 18 - Contingencies and commitments).

8

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(in Canadian dollars unless otherwise indicated - unaudited)

5 - 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 the Company’s 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 described as follows:

1. Mining – Nampala Mine: This segment includes all the operations in the gold production value chain for the Nampala mine, whether at the production site in Mali, in the refining operations in Switzerland or in administrative operations, regardless of country.

2. Mining Exploration and Evaluation – Mining Properties in the Republic of Guinea: This segment includes all support operations for mining exploration and evaluation in Guinea.

3. Mining Exploration and Evaluation – Mining Properties in Mali: This segment includes all support operations for mining exploration and evaluation in Mali.

4. Corporate Management: This segment includes all other operations not directly connected to the first three segments.

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

			Three-monthperiod ended March 31, 2024	Three-monthperiod ended March 31, 2024	Three-monthperiod ended March 31, 2024
		Mining	Mining
	Mining	Exploration and	Exploration and		$
	(Gold)	Evaluation -	Evaluation -	Corporate	Total
	Nampala	Guinea	Mali	management
MINING
Revenues - Gold sales	39,182,893	---	---	---	39,182,893
Miningexpenses - Note 6	(9,811,669)	---	---	---	(9,811,669)
Miningroyalties	(1,461,631)	---	---	---	(1,461,631)
Depreciation of property, plant and equipment
and amortization of intangible assets	(10,667,110)	---	---	---	(10,667,110)
MINING INCOME	17,242,483	---	---	---	17,242,483
OTHER EXPENSES
Administrative expenses - Note 7	(3,284,597)	(260,052)	---	(2,052,202)	(5,596,851)
Depreciation of property, plant and equipment
and amortization of intangible assets	---	(125,357)	---	208,858	83,501
Other income	26,311	---	---	---	26,311
OPERATING INCOME	13,984,197	(385,409)	---	(1,843,344)	11,755,444
FINANCIAL EXPENSES
Financial expenses - Note 8	(429,102)	(6,652)	(2,995)	(113,065)	(551,814)
Foreign exchangegains(losses)	(103,994)	753,430	(1,233)	(955,598)	(307,395)
Change in the fair value of share purchase warrants -
Note 15	---	---	---	733,444	733,444
INCOME BEFORE INCOME TAX EXPENSE	13,451,102	361,369	(4,228)	(2,178,563)	11,629,679
Income tax expense	(43,459,749)	---	---	(252,384)	(43,712,133)
NET INCOME	(30,008,647)	361,369	(4,228)	(2,430,947)	(32,082,454)
ASSETS BY SEGMENT AS AT MARCH 31, 2024	99,323,225	154,185,981	12,910,595	7,662,330	274,082,130
LIABILITIES BY SEGMENT AS AT MARCH 31, 2024	65,165,914	7,468,387	304,297	49,632,777	122,571,374

9

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(in Canadian dollars unless otherwise indicated - unaudited)

5 - SEGMENTED INFORMATION - (continued)

Mining (Gold) Nampala	Three-month period ended March 31, 2023 Mining Exploration and Evaluation - Guinea Mining Exploration and Evaluation - Mali Corporate management $ Total	Three-month period ended March 31, 2023 Mining Exploration and Evaluation - Guinea Mining Exploration and Evaluation - Mali Corporate management $ Total
MINING Revenues - Gold sales 33,179,878 Mining expenses - Note 6 (11,253,028) Mining royalties (1,019,632) Depreciation of property, plant and equipment and amortization of intangible assets (4,779,032)	--- --- --- --- --- --- --- ---	--- 33,179,878 --- (11,253,028) --- (1,019,632) --- (4,779,032)
MINING INCOME 16,128,186	--- ---	--- 16,128,186
OTHER EXPENSES Administrative expenses - Note 7 (3,390,519) Depreciation of property, plant and equipment and amortization of intangible assets --- Other income 21,914	(1,184,230) (7,206) (62,965) --- 58,732 ---	(2,406,735) (6,988,690) (25,777) (88,742) --- 80,646
OPERATING INCOME 12,759,581	(1,188,463) (7,206)	(2,432,512) 9,131,400
FINANCIAL EXPENSES Financial expenses - Note 8 (605,126) Foreign exchange gains 181,781	(5,084) (1,571) 167,165 ---	(21,356) (633,137) 136,571 485,517
INCOME BEFORE INCOME TAX EXPENSE 12,336,236	(1,026,382) (8,777)	(2,317,297) 8,983,780
Income tax expense (2,041,945)	--- ---	(92,928) (2,134,873)
NET INCOME (LOSS) 10,294,291	(1,026,382) (8,777)	(2,410,225) 6,848,907
ASSETS BY SEGMENT AS AT MARCH 31, 2023 100,506,608	146,694,782 12,690,518	7,100,059 266,991,967
LIABILITIES BY SEGMENT AS AT MARCH 31, 2023 23,747,378 8,739,638 351,060 50,079,956 82,918,032

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.

10

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(in Canadian dollars unless otherwise indicated - unaudited)

6 - MINING EXPENSES

Operating and maintenance supplies and services Fuels Reagents Employee benefits expense Change in inventories Less: Production expenses capitalized as stripping costs Transportation costs	Three-month periods ended
	March 31,
	2024 2023 $ $ 6,314,194 7,190,209 2,964,502 5,114,447 1,461,949 1,474,572 1,625,185 1,570,920 515,664 834,285 (3,334,594) (5,155,510) 264,768 224,105
	9,811,669 11,253,028

7 - ADMINISTRATIVE EXPENSES

Operations and exploration Corporate management	Three-month periods ended
	March 31,
	2024 2023 $ $ 3,024,139 4,581,955 2,572,712 2,406,735
	5,596,851 6,988,690

Salary-related amounts of $652,884 and $265,118 are included under “Operations and exploration” and “Corporate management,” respectively, for the three-month period ended March 31, 2024 ($810,109 and $231,974, respectively, for the three-month period ended March 31, 2023).

8 - FINANCIAL EXPENSES

Interest on lines of credit Interest on lease liabilities Effective interest on the bridge loan Interest on the bridge loan Bank charges and other financial expenses Interest on long-term debt Change in environmental liability	Three-month periods ended March 31, 2024 2023 $ $ 135,976 301,784 215,133 262,760 19,093 --- 84,026 --- 59,029 26,483 664 30,294 37,893 11,816
	551,814 633,137

11

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(in Canadian dollars unless otherwise indicated - unaudited)

9 - INVENTORY

- INVENTORY
Doré bars in production Supplies and spare parts Stacked ore Silver (metals)	As at March 31, As at December 31, 2024 2023 $ $ 3,228,938 4,280,795 10,842,523 10,020,035 1,856,218 1,319,970 23,564 ---
	15,951,243 15,620,800

10- ACCOUNTS RECEIVABLE

0- ACCOUNTS RECEIVABLE
VAT receivable(1) Other taxes receivable Other receivables	As at March 31, As at December 31, 2024 2023 $ $ 6,351,415 6,526,600 553,624 113,899 248,405 93,084
	7,153,444 6,733,583

(1) VAT receivables are non-interest bearing and are generally settled within 12 months. The VAT receivable that will be recovered over more than 12 months has been recognized in non-current assets. For the year ended March 31, 2024, no provision was recorded for VAT receivables (March 31, 2023 - nil). As at March 31, 2024, the Company held no collateral for the amounts receivable (March 31, 2023 - nil).

11- DEFERRED FINANCING FEES

Under the financing described in Note 14, the Company has incurred financing costs of $5,342,450, which have been recognized as deferred financing fees. These costs, including $2,357,713 for warrants issued, are directly attributable to debt transactions that would otherwise have been avoided. A portion of these costs results directly from bridge loan transactions and has been applied against the proceeds.

		Project financing facility As at March 31, 2024 Total As at December 31, 2023 Total	Project financing facility As at March 31, 2024 Total As at December 31, 2023 Total
	Bridge loan
Balance, beginning of period Fees incurred Issuance of warrants Amortization of deferred financing fees Fees presented as part of the bridge loan - Note 15	$	$ $ $ 2,580,751 3,222,374 --- 9,783 (86,328) 3,071,065 --- --- 2,357,713 --- (272,756) (2,206,404) --- (272,755) (641,623)
	641,623	2,580,751
	(96,112)	9,783
	---	---
	(272,756)	---
	(272,755)	---
Balance, end of period	---	2,590,534	2,590,534 2,580,751

12

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(in Canadian dollars unless otherwise indicated - unaudited)

12- MINING PROPERTIES

Kiniéro Undivided interest 100%	Gladié Mininko Sanoula Kamasso 100% 100% 100% 100%	Diangounté 100% Total
Mining rights and titles Balance as at December 31, 2023 73,358,916 Changes in exchange rate (52,448)	137,212 149,102 236,731 22,426 (17) (19) (29) (3)	$ 73,197 73,977,584 (9) (52,525)
Balance as at March 31, 2024 73,306,468
	137,195 149,083 236,702 22,423	73,188 73,925,059
Exploration costs Balance as at December 31, 2023 19,582,533 Expenses incurred(1) 3,988,831 Changes in exchange rate (1,147,617)	663,675 7,230,519 2,499,359 994,310 77,807 34,819 37,381 34,124 (199) (960) (369) (175)	440,281 31,410,677 34,518 4,207,480 (106) (1,149,426)
Balance as at March 31, 2024 22,423,747
	741,283 7,264,378 2,536,371 1,028,259	474,693 34,468,731
Total: As at December 31, 2023 92,941,449	800,887 7,379,621 2,736,090 1,016,736	513,478 105,388,261
As at March 31, 2024 95,730,215
	878,478 7,413,461 2,773,073 1,050,682	547,881 108,393,790

(1) For the three-month period ended March 31, 2024, financial expenses of $446,357 were capitalized in exploration costs for the Kiniéro property (nil for the threemonth period ended March 31, 2023).

13

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(in Canadian dollars unless otherwise indicated - unaudited)

13- PROPERTY, PLANT AND EQUIPMENT

Mining development costs	Office buildings and fixtures Mining equipment Tools, equipment and rolling stock Exploration equipment	Total
Cost Balance as at December 31, 2023 12,740,184 Acquisition costs (1) 604,624 Asset retirements (3,472,469) Changes in exchange rate 31,641	18,092,308 180,530,726 6,683,657 25,087 656,892 5,098,053 10,523 --- --- (2,829,494) (452,503) --- 802,793 544,541 20,166 (3)	$ 218,071,962 6,370,092 (6,754,467) 1,399,138
Balance as at March 31, 2024 9,903,980	19,551,993 183,343,825 6,261,843 25,084	219,086,725
Accumulated depreciation Balance as at December 31, 2023 12,716,825 Depreciation 16,458 Asset retirements (3,472,469) Changes in exchange rate 33,937	7,675,346 95,956,667 3,094,479 11,551 604,187 9,872,654 207,017 680 --- (2,829,494) (452,503) --- 7,083 (106,709) (9,987) (2)	119,454,868 10,700,996 (6,754,467) (75,678)
Balance as at March 31, 2024 9,294,751	8,286,616 102,893,118 2,839,006 12,229	123,325,720
Net amounts: Total as at December 31, 2023 23,359	10,416,962 84,574,058 3,589,178 13,536	98,617,093
Total as at March 31, 2024 609,229	11,265,377 80,450,707 3,422,837 12,855	95,761,005
Not depreciated as at December 31, 2023(2) ---	1,156,117 27,430,507 1,178,133 ---	29,764,757
Not depreciated as at March 31, 2024(2) ---	1,251,713 31,196,077 865,822 ---	33,313,613

(1) For the three-month period ended March 31, 2024, financial expenses of $923,649 were capitalized in mining equipment (nil for the three-month period ended March 31, 2023).

(2) Property, plant and equipment with a carrying amount of $33,313,613 was not depreciated because it was under development, under construction or being installed as at March 31, 2024 ($29,764,757 as at December 31, 2023).

14

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(in Canadian dollars unless otherwise indicated - unaudited)

14- ACCOUNTS PAYABLE

- ACCOUNTS PAYABLE
Suppliers Due to the State Provision for tax contingencies - Note 18 Other payables Accounts payable to a company owned by a shareholder Accounts payable to related parties Accrued interest	As at March 31, As at December 31, 2024 2023 $ $ 10,647,245 13,169,177 3,430,081 4,617,070 43,004,523 --- 1,284,404 1,579,022 --- 99,566 96,339 197,166 888 2,395
	58,463,481 19,664,396

15 - 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 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.

Bridge loan totalling US$34,968,420 (C$46,318,098), bearing interest at a rate of 10% per annum, maturing on June 21, 2024, secured by the shares held by the Company in the Sycamore Group _Less:_Deferred financing fees - Note 11	As at March 31, As at December 31, 2024 2023 $ $ 47,318,098 46,172,162 (272,755) (641,623)
	47,045,343 45,530,539

Under the bridge loan, the Company agreed to comply with certain conditions and financial ratios, which were not met as at March 31, 2024.

Share purchase warrants

As a condition of the 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 April 20, 2027, subject to earlier termination in the event of full repayment of the project financing that may be provided by Taurus.

15

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(in Canadian dollars unless otherwise indicated - unaudited)

15 - BRIDGE LOAN - (continued)

The derivative liability for the warrants is as follows:

Balance, beginning of period Initial recognition Change in fair value of share purchase warrants Balance, end of period	As at March 31, As at December 31, 2024 2023 $ $ 1,340,850 --- --- 2,357,713 (733,444) (1,016,863)
	607,406 1,340,850

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

	As at March 31,	As at December 31,
	2024	2023
Risk-free interest rate	3.55 %	3.26 %
Expected volatility	50 %	44 %
Dividend yield	0 %	0 %
Share price on the valuation date	0.18 $	0.27 $
Exercise price	0.39 $	0.39 $
Fair value of the warrant	0.03 $	0.06 $
Remaining life	3,1 years	3,3 years

16

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(in Canadian dollars unless otherwise indicated - unaudited)

16 a) b) c)	- ADDITIONAL INFORMATION TO THE CONSOLIDATED STATEMENTS OF CASH FLOWS Net change in non-cash working capital items Decrease (increase) in current assets Accounts receivable Inventory Prepaid expenses Deposits paid Increase (decrease) in current liabilities Accounts payable Financial expenses paid For operating activities Interest on the bridge loan Interest on the lines of credit Interest on long-term debt Interest on lease liabilities Bank charges and other financial expenses For investing activities Interest on the bridge loan capitalized in mining properties Interest on the bridge loan capitalized in property, plant and equipment 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 Effective interest on the bridge loan capitalized to mining properties Effective interest on the bridge loan capitalized to property, plant and equipment	Three-month periods
		ended March 31,
		2024 2023 $ $ (261,219) 1,745,086 (332,409) 926,529 (38,210) (156,452) (271,696) 96,004
		(903,534) 2,611,167 43,269,282 (1,507,065)
		42,365,748 1,104,102
		(84,026) --- (135,976) (301,784) (2,170) (29,605) (215,133) (9,571) (59,029) (26,483)
		(496,334) (367,443)
		(363,712) --- (752,631) ---
		(1,116,343) ---
		(1,612,677) (367,443)
		3,132,987 (936,786) 1,024,538 (542,835) --- 45,383 82,645 --- 171,018 ---

16- ADDITIONAL INFORMATION TO THE CONSOLIDATED STATEMENTS OF CASH FLOWS

17

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(in Canadian dollars unless otherwise indicated - unaudited)

17 - EARNINGS PER SHARE

Basic and diluted net earnings 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	Three-month periods
	ended March 31,
	2024 2023 $ $ (29,134,726) 6,383,858
	90,393,824 89,957,300 --- 261,182
	90,393,824 90,218,482
	(0.322) 0.071 (0.322) 0.071

(1) The calculation of hypothetical conversions excludes anti-dilutive warrants and options. 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 three-month period ended March 31, 2024, 22,500,000[(2)] warrants and 1,246,021[(2)] options were excluded from the calculation of diluted earnings per share (no warrants and 600,000[(2)] options for the three-month period ended March 31, 2023).

(2) On March 28, 2024, the Company announced a 10 to 1 reverse stock split, effective April 1, 2024 (see Note 19 – Subsequent events).

18 - CONTINGENCIES AND COMMITMENTS

Purchase obligations

As at March 31, 2024, the Company was committed to various unrelated suppliers for the delivery of services, purchases of property, plant and equipment and purchases of supplies and spare parts inventory.

The maturity of certain capital payments is estimated on the basis of the project completion schedule. The majority of the commitments can be cancelled at the discretion of the Company without any substantial financial impact.

Delivery of services Purchases of supplies and spare parts inventory Purchases of property, plant and equipment Kiniéro project Delivery of services Purchases of property, plant and equipment	As at March 31, As at December 31, 2024 2023 $ $ 445,724 432,716 3,448,733 3,408,343 569,875 564,806
	4,464,332 4,405,865
	As at March 31, As at December 31, $ $ 3,858,859 4,338,618 30,330,681 25,873,963
	34,189,540 30,212,581

18

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(in Canadian dollars unless otherwise indicated - unaudited)

18 - CONTINGENCIES AND COMMITMENTS - (continued)

Tax adjustment for previous years

On May 10, 2024, the Company received from the Malian tax authorities a final notice of reassessments for the years 2019 to 2021 with a maximum exposure of FCFA 39.3 billion (including interest and penalties), or approximately $88.5 million. The assessment mainly covers corporation tax.

As at the date of these financial statements, the Company is vigorously defending its positions and is currently negotiating a new tax framework with the Malian authorities. As at March 31, 2024, a provision of FCFA 19.3 billion, or approximately $43.0 million, was recorded, representing the most likely cash outflow.

19- SUBSEQUENT EVENTS

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

On April 23, 2024, the Company issued 5,988,375 shares post-merger, as part of the acquisition of the Sycamore Group.

On May 8, 2024, the Company obtained an authorized line of credit from a Malian bank for a maximum amount of $4,456,427 (FCFA 2,000,000,000), bearing interest at 8% per annum, maturing on July 15, 2024.

19