Rockhaven Resources Ltd. — Interim / Quarterly Report 2020

Nov 16, 2020

Rockhaven Resources Ltd.

Condensed Interim Financial Statements

For the nine months ended September 30, 2020 Unaudited – Prepared by Management (Expressed in Canadian Dollars)

Rockhaven Resources Ltd. #1016 – 510 West Hastings Street Vancouver, British Columbia V6B 1L8

November 16, 2020

To the Shareholders of Rockhaven Resources Ltd.

The attached condensed interim financial statements have been prepared by the management of Rockhaven Resources Ltd. and have not been reviewed by the auditor of the Company.

Yours truly,

Matthew A. Turner Chief Executive Officer

Rockhaven Resources Ltd.

Condensed Interim Statements of Financial Position

Unaudited – Prepared by Management

As at September 30, 2020 and December 31, 2019

		September 30,	December 31,
		2020	2019
	Note	$	$
Assets
Current assets
Cash and cash equivalents	3	6,466,555	2,829,887
Receivables and prepayments	4	108,405	68,813
Marketable securities	5	127,266	47,033
		6,702,226	2,945,733
Non-current assets
Prepaid exploration expenditures		494	3,116
Mineralpropertyinterests	6	37,923,318	35,977,545
		37,923,812	35,980,661
Total assets		44,626,038	38,926,394
Liabilities and shareholders' equity
Current liabilities
Accounts payable and accrued liabilities		228,827	58,004
Accounts payable to related parties	9	376,841	43,225
Flow-throughpremium liability	13	1,578,054	481,598
		2,183,722	582,827
Non-current liabilities
Deferred income tax liability	10	2,273,236	1,995,556
Total liabilities		4,456,958	2,578,383
Shareholders' equity
Share capital	7	51,158,002	47,353,983
Contributed surplus	7	954,477	897,398
Deficit		(11,943,399)	(11,903,370)
Total shareholders' equity		40,169,080	36,348,011
Total liabilities and shareholders' equity		44,626,038	38,926,394
Nature of operations and going concern	1
Commitments	13

Approved on behalf of the Board of Directors on November 16, 2020:

“Randy C. Turner” Director “Glenn R. Yeadon” Director

3

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

Rockhaven Resources Ltd.

Condensed Interim Statements of Changes in Shareholders’ Equity Unaudited – Prepared by Management

For the nine months ended September 30, 2020 and September 30, 2019

					Total
	Number	Share	Contributed		shareholders'
	of shares	capital	surplus	Deficit	equity
	#	$	$	$	$
January 1, 2019	157,718,093	43,809,966	1,254,918	(12,035,132)	33,029,752
Re-allocated on expiry of options	-	-	(325,709)	325,709	-
Re-allocated on cancellation of options	-	-	(27,013)	27,013	-
Private placement units issued	26,584,167	4,069,308	-	-	4,069,308
Flow-through premium liability	-	(879,208)	-	-	(879,208)
Share issue costs	-	(57,166)	11,590	-	(45,576)
Loss for theperiod	-	-	-	(147,548)	(147,548)
September 30, 2019	184,302,260	46,942,900	913,786	(11,829,958)	36,026,728
January 1, 2020	187,635,593	47,353,983	897,398	(11,903,370)	36,348,011
Re-allocated on expiry of options	-	-	(387,442)	387,442	-
Re-allocated on cancellation of options	-	-	(9,392)	9,392	-
Private placement units issued	20,400,877	5,601,750	-	-	5,601,750
Flow-through premium liability	-	(1,521,575)	-	-	(1,521,575)
Share issue costs	-	(276,156)	45,100	-	(231,056)
Warrants issued	-	-	51,300	-	51,300
Share-based payments	-	-	357,513	-	357,513
Loss for theperiod	-	-	-	(436,863)	(436,863)
September 30, 2020	208,036,470	51,158,002	954,477	(11,943,399)	40,169,080

4

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

Rockhaven Resources Ltd.

Condensed Interim Statements of Loss and Comprehensive loss Unaudited – Prepared by Management

For the three and nine months ended September 30,

		Three months ended	Three months ended	Nine months ended	Nine months ended
		September 30,	September 30,	September 30,	September 30,
		2020	2019	2020	2019
	Note	$	$	$	$
Expenses
General and administrative expenses		722	6,720	1,911	11,283
Insurance		5,137	4,750	14,954	14,947
Investor relations and shareholder information		26,518	52,291	53,336	72,135
Management,administrative and corporate development fees	9	10,590	12,670	33,463	38,072
Management,administrative and corporate development salaries	9	15,635	22,019	56,723	74,844
Office rent	9	7,500	7,500	22,500	22,500
Professional fees	9	26,530	15,890	61,104	37,779
Share-based payments	7,9	79,089	-	357,513	-
Transferagent andfilingfees		3,012	3,366	9,112	9,040
Loss from operating expenses		(174,733)	(125,206)	(610,616)	(280,600)
Interest income		8,270	6,338	31,541	10,026
Gainon marketable securities	5	77,466	30,433	80,233	22,133
Loss for the period before income taxes		(88,997)	(88,435)	(498,842)	(248,441)
Deferredincome tax recovery	10	20,741	60,002	61,979	100,893
Loss and comprehensive loss for theperiod		(68,256)	(28,433)	(436,863)	(147,548)
Loss per share
Weighted average number of common shares outstanding
- Basic #	8	196,827,197	166,774,238	190,688,279	160,736,808
- Diluted #	8	196,827,197	166,774,238	190,688,279	160,736,808
Basic loss per share $	8	(0.00)	(0.00)	(0.00)	(0.00)
Diluted lossper share$	8	(0.00)	(0.00)	(0.00)	(0.00)

5

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

Rockhaven Resources Ltd.

Condensed Interim Statements of Cash Flows

Unaudited – Prepared by Management

For the nine months ended September 30,

		2020	2019
	Note	$	$
Operating activities
Loss and comprehensive loss for theperiod		(436,863)	(147,548)
Adjustments for:
Share-basedpayments		357,513	-
Unrealizedgain on marketable securities		(80,233)	(22,133)
Interest income		(31,541)	(10,026)
Deferred income tax recovery		(61,979)	(100,893)
Net changein non-cash working capital items	11	(23,509)	(21,657)
		(276,612)	(302,257)
Financing activities
Issue of units for cash		5,601,750	4,069,308
Shareissue costs		(296,516)	(62,433)
		5,305,234	4,006,875
Investing activities
Interest received		31,541	10,026
Prepaid exploration(expenditures)recovery		(494)	19,334
Deferred explorationand evaluationexpenditures		(1,423,001)	(527,679)
		(1,391,954)	(498,319)
Increase in cash and cash equivalents		3,636,668	3,206,299
Cash and cash equivalents, beginning ofperiod		2,829,887	467,798
Cash and cash equivalents, end ofperiod		6,466,555	3,674,097

Supplemental cash flow information 11

6

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

Rockhaven Resources Ltd.

Notes to the Condensed Interim Financial Statements Unaudited – Prepared by Management

For the nine months ended September 30, 2020 and September 30, 2019

1. Nature of operations and going concern

Rockhaven Resources Ltd. (the “Company” or “Rockhaven”) was incorporated under the laws of the Province of Alberta, Canada and has been continued as a Company under the laws of the Province of British Columbia, Canada. The Company’s head office is located at 1016 - 510 West Hastings Street, Vancouver, British Columbia, Canada, V6B 1L8. Its records office is located at 1710 - 1177 West Hastings Street, Vancouver, British Columbia, Canada, V6E 2L3. Its main business activity is the acquisition, exploration and evaluation of mineral property interests located in Canada. Its common shares trade on the TSX Venture Exchange (“TSX-V”).

The Company is in the process of exploring its mineral property interests and has not yet determined whether its mineral property interests contain mineral reserves that are economically recoverable. The Company's continuing operations and the underlying value and recoverability of the amounts shown for mineral property interests are entirely dependent upon the existence of economically recoverable mineral reserves, the ability of the Company to obtain the necessary financing to complete the exploration and development of the mineral property interests, obtaining the necessary permits to mine, and on future profitable production or proceeds from the disposition of the mineral property interests.

These condensed interim financial statements (the “financial statements”) are prepared on the basis that the Company will continue as a going concern, which assumes that the Company will be able to continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities and commitments in the normal course of operations. As an exploration stage company, the Company does not have traditional sources of revenue, and historically has relied on property option or sale proceeds and share capital financing to cover its operating expenses. As at September 30, 2020, the Company had working capital of $4,518,504 (December 31, 2019 – $2,362,906) and shareholders’ equity of $40,169,080 (December 31, 2019 - $36,348,011). Management has assessed that this working capital is sufficient for the Company to continue as a going concern beyond one year. If the going concern assumption were not appropriate for these financial statements, it could be necessary to restate the Company’s assets and liabilities on a liquidation basis.

In March 2020, the World Health Organization declared coronavirus COVID-19 a global pandemic. This contagious disease outbreak, which has continued to spread, and any related adverse public health developments, has adversely affected workforces, economies, and financial markets globally, potentially leading to an economic downturn. It is not possible for the Company to predict the duration or magnitude of the adverse results of the outbreak and its effects on the Company’s ability to raise capital or conduct exploration activities. There are various community travel restrictions and health and safety concerns that may prohibit or delay exploration programs from proceeding. Operations will depend on obtaining necessary field supplies, obtaining contractor services and safeguarding all personnel during the outbreak, which may be prohibitive or too costly. To date, the Company has not experienced any significant delays in carrying out its exploration activities. Various Government wage and loan subsidies are available to qualified companies to assist them with operating costs during the pandemic. To date, the Company has not qualified for assistance, but the various programs are constantly being expanded and relaxed, which may qualify the Company for assistance. The Company’s requirement to incur flow-through expenditures by the end of the year has been relaxed by the Government allowing the Company an extension of one year (note 13). However, it may not be possible to complete these expenditures if the pandemic continues and access to its projects prove insurmountable.

2. Significant accounting policies

(a) Basis of presentation

These financial statements have been prepared in conformity with International Accounting Standard (“IAS”) 34, Interim Financial Reporting, using the same accounting policies as detailed in the Company‘s annual audited financial statements for the year ended December 31, 2019, and do not include all the information required for full annual financial statements in accordance with International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board ("IASB") and interpretations of the International Financial Reporting Interpretations Committee ("IFRIC"). It is suggested that these financial statements be read in conjunction with the annual audited financial statements.

These financial statements have been prepared on an historical cost basis, except for financial instruments which are classified as fair value through profit or loss (“FVTPL”). In addition, these financial statements have been prepared using the accrual basis of accounting, except for cash flow information.

All amounts on these financial statements are presented in Canadian dollars which is the functional currency of the Company.

7

Rockhaven Resources Ltd.

Notes to the Condensed Interim Financial Statements Unaudited – Prepared by Management

For the nine months ended September 30, 2020 and September 30, 2019

2. Significant accounting policies (continued)

(b) Significant accounting policies

The accounting policies, estimates and critical judgments, methods of computation and presentation applied in these financial statements are consistent with those of the most recent annual audited financial statements and are those the Company expects to adopt in its financial statements for the year ended December 31, 2020. Accordingly, these financial statements should be read in conjunction with the Company’s most recent annual audited financial statements.

3. Cash and cash equivalents

Cash and cash equivalents consist of the following:

Cash and cash equivalents consist of the following:
	September 30,	December 31,
	2020	2019
	$	$
Bank balances	5,144,615	17,273
Cashable investment certificates	1,321,940	2,812,614
	6,466,555	2,829,887

4. Receivables and prepayments

Receivables and prepayments consist of the following:

Receivables and prepayments consist of the following:
	September 30,	December 31,
	2020	2019
	$	$
Sales tax recoverable	71,230	27,904
Prepaid expenses	37,175	40,909
	108,405	68,813

5. Marketable securities

Marketable securities consist of common shares received on the option of mineral property interests as follows:

	Cost	Fair value	Gain
	$	$	$
January 1, 2019	2,132,934	41,500
Unrealizedgain for theperiod	-	22,133	22,133
September 30,2019	2,132,934	63,633	22,133
January 1, 2020	2,132,934	47,033
Unrealizedgain for theperiod	-	80,233	80,233
September 30, 2020	2,132,934	127,266	80,233

The fair values of the marketable securities are based on the bid prices of the shares on the TSX-V at each period end.

8

Rockhaven Resources Ltd.

Notes to the Condensed Interim Financial Statements Unaudited – Prepared by Management

For the nine months ended September 30, 2020 and September 30, 2019

6. Mineral property interests

The Company’s mineral property interests consist of its wholly-owned Klaza project located in the Yukon Territory, Canada.

Changes in the project carrying amounts for the nine months ended September 30, 2020 and September 30, 2019 are summarized as follows:

summarized as follows:
January 1, Exploration and September 30, 2020 evaluation 2020 $ $ $	January 1, Exploration and September 30, 2019 evaluation 2019 $ $ $
Klaza 35,517,040 1,945,773 37,462,813 BBB 99,657 - 99,657 Sked/Desk 53,554 - 53,554 Dade 18,638 - 18,638 Queen 20,909 - 20,909 Nor 26,751 - 26,751 Val 240,996- 240,996	33,677,297 1,329,744 35,007,041 99,657 - 99,657 53,554 - 53,554 18,638 - 18,638 20,909 - 20,909 26,751 - 26,751 240,996- 240,996
35,977,545 1,945,773 37,923,318	34,137,802 1,329,744 35,467,546

Exploration and evaluation expenditures on the Klaza project consisted of the following:

	2020	2019
Nine months ended September 30,	$	$
Assays	25,653	1,329
Excavating and drilling	583,450	611,326
Field	221,999	196,104
Labour (note 9)	525,993	318,998
Resource and environmental studies	383,719	92,909
Surveys and consulting (note 7)	86,957	20,683
Traveland accommodation	118,002	88,395
	1,945,773	1,329,744

Klaza project

The Klaza project includes a 100% interest in the Klaza group of claims, which consists of various mineral claims located in the Whitehorse Mining District, Yukon Territory. The claims were acquired under various agreements for consideration totaling $975,000. Certain of the claims are subject to a 1.5% net smelter returns royalty (“NSR”) on all commercial production from the claims.

The Klaza project also includes the Val claims located in the Whitehorse Mining District, Yukon Territory, which were acquired under an option agreement that completed in 2015. Total payments under the option were $105,000 and the issue of 250,000 common shares having a value on issue of $96,957. There are no NSR interests against the claims.

The Klaza project also includes the BBB, Sked, Desk, Dade, Queen and Nor claims located in the Whitehorse Mining District, Yukon Territory, which were acquired in 2015 from controlling shareholder Strategic Metals Ltd. (“Strategic”) in exchange for certain properties and a cash payment from Strategic. The Desk claims are subject to a 1% precious metal NSR and a ½% non-precious metal NSR on all commercial production from the claims.

9

Rockhaven Resources Ltd.

Notes to the Condensed Interim Financial Statements Unaudited – Prepared by Management

For the nine months ended September 30, 2020 and September 30, 2019

7. Share capital

The authorized share capital of the Company consists of unlimited common shares without par value and unlimited preferred shares without par value. All issued shares are fully paid.

Transactions for the issue of share capital during the nine months ended September 30, 2020:

• (a) On August 20, 2020, the Company completed a private placement consisting of the issue of 2,500,000 nonflow-through units at a price of $0.20 per unit for gross proceeds of $500,000, which included 1,700,000 units purchased by Strategic. Each unit consists of one non-flow-through common share and one-half of a share purchase warrant, with each whole warrant being exercisable into a non-flow-through common share at an exercise price of $0.29 until August 20, 2022. The residual value of the warrants attached to the private placement units was determined to be $nil.

• (b) On August 20, 2020, the Company completed a flow-through private placement consisting of the issue of 17,900,877 flow-through units at a price of $0.285 per unit for gross proceeds of $5,101,750. Each unit consists of one flow-through common share and one-half of a share purchase warrant, with each whole warrant being exercisable into a non-flow-through common share at an exercise price of $0.29 until August 20, 2022.

The flow-through units were issued at a premium to the trading value of the Company’s common shares, which is a reflection of the value of the income tax write-offs that the Company will renounce to the flow-through shareholders. The premium was determined to be $1,521,575 and was recorded as a reduction of share capital. An equivalent flow-through share premium liability was recorded, which will be reversed pro-rata as the required exploration expenditures are incurred (note 13). No value was allocated to the warrant component of the unit.

Finders’ fees totaling $294,100 were incurred in respect of the placements, including the issue of 888,000 finders’ warrants having a fair value of $45,100. Legal and filing fees amounted to $67,516. The share issue costs were recorded as a reduction of share capital, net of deferred income tax benefits of $85,460.

Transactions for the issue of share capital during the nine months ended September 30, 2019:

• (c) On August 30, 2019, the Company completed a private placement consisting of the issue of 9,000,000 nonflow-through units at a price of $0.12 per unit for gross proceeds of $1,080,000, which included 2,226,000 units purchased by Strategic. Each unit consisted of one non-flow-through common share and one share purchase warrant, with each warrant being exercisable into a non-flow-through common share at an exercise price of $0.20 until August 30, 2024. The residual value of the warrants attached to the private placement units was determined to be $nil.

• (d) On August 30, 2019, the Company completed a flow-through private placement consisting of the issue of 17,584,167 flow-through units at a price of $0.17 per unit for gross proceeds of $2,989,308. Each flow-through unit consisted of one flow-through common share and one share purchase warrant, with each warrant being exercisable into a non-flow-through common share at an exercise price of $0.20 until August 30, 2024.

The flow-through units were issued at a premium to the trading value of the Company’s common shares, which is a reflection of the value of the income tax write-offs that the Company renounced to the flow-through shareholders. The premium was determined to be $879,208 and was recorded as a reduction of share capital. An equivalent flow-through share premium liability was recorded, which was reversed as the required exploration expenditures were incurred (note 13). No value was allocated to the warrant component of the unit.

Finders’ fees totaling $25,068 were incurred in respect of the placements, including the issue of 100,320 finders’ warrants having a fair value of $11,590. Legal and filing fees amounted to $48,955. The share issue costs were recorded as a reduction of share capital, net of deferred income tax benefits of $16,857.

10

Rockhaven Resources Ltd.

Notes to the Condensed Interim Financial Statements Unaudited – Prepared by Management

For the nine months ended September 30, 2020 and September 30, 2019

7. Share capital (continued)

Stock options

The Company has adopted an incentive stock option plan (the “Plan”). The essential elements of the Plan provide that the aggregate number of common shares of the Company’s capital stock issuable pursuant to options granted under the Plan may not exceed 10% of the issued and outstanding common shares. Options granted under the Plan will have a maximum term of ten years. The exercise price of options granted under the Plan will not be less than the market price of the common shares (defined as the last closing market price of the Company’s common shares immediately preceding the issuance of a news release announcing the granting of the options, or the date of grant in respect of options granted to consultants), or such other price as may be agreed to by the Company and accepted by the TSX-V. Vesting terms are determined by the Board of Directors at the time of grant.

A summary of the status of the Company’s stock options as at September 30, 2020 and December 31, 2019, and changes during the period/year then ended is as follows:

	Period	ended	Year	ended
	September 30, 2020		December 31, 2019
		Weighted average		Weighted average
	Options	exercise price	Options	exercise price
	#	$	#	$
Options outstanding, beginning of period/year	5,705,000	0.25	8,585,000	0.25
Granted	6,550,000	0.15	-	-
Expired	(3,130,000)	0.25	(2,645,000)	0.25
Cancelled	(235,000)	0.18	(235,000)	0.25
Options outstanding, end ofperiod/year	8,890,000	0.18	5,705,000	0.25

As at September 30, 2020, the Company has stock options outstanding and exercisable as follows:

	Options	Options	Exercise
	outstanding	exercisable	price	Expiry date
	#	#	$
(1)	2,515,000	2,515,000	0.25	June 30, 2021
	6,375,000	3,187,500	0.15	February 13, 2025
	8,890,000	5,702,500

(1) 30,000 of these options subsequently expired unexercised.

The following table summarizes information about the stock options outstanding as at September 30, 2020:

Number of	Weighted average	Weighted average
options outstanding	remaining life	exercise price
#	(years)	$
8,890,000	3.35	0.18

11

Rockhaven Resources Ltd.

Notes to the Condensed Interim Financial Statements Unaudited – Prepared by Management

For the nine months ended September 30, 2020 and September 30, 2019

7. Share capital (continued)

Stock options (continued)

During the nine months ended September 30, 2020, 6,550,000 stock options were granted to Officers, Directors, related company employees, and consultants. The Company recorded the fair value of all options granted using the Black-Scholes option pricing model. Share-based payment expense was calculated using the following weighted average assumptions: expected life of options – five years, stock price volatility – 71.00%, no dividend yield, and a riskfree interest rate yield – 1.41%. The fair value is particularly impacted by the Company’s stock price volatility, determined using data from the previous five years. No stock options were granted during the nine months ended September 30, 2019.

Using the above assumptions, the fair value of options granted during the nine months ended September 30, 2020, was $0.06 per option, for a total of $424,211. The total share-based payment expense for the nine months ended September 30, 2020 was $357,513, which is presented as an operating expense, and includes only those options that vested during the period, and an accrual for the third vesting period which will occur in the next fiscal quarter.

During the nine months ended September 30, 2020, 3,130,000 Officer, Director, and related company employee options, exercisable at $0.25 each, expired unexercised, and 235,000 related company employee options exercisable at a weighted average price of $0.18 each were cancelled. Accordingly, the original fair value of the expired options of $387,442 and the cancelled options of $9,392 has been reversed from contributed surplus and credited to deficit. Additionally, share-based payment expense recognized during the period then ended of $6,194, has been reversed in relation to the cancelled options.

During the nine months ended September 30, 2019, 2,545,000 Officer, Director, and related company employee options, exercisable at $0.25 each, expired unexercised. The original fair value of the cancelled options was $325,709 and on vesting was charged to share-based payment expense and credited to contributed surplus. As a result of the options expiring, $325,709 was reversed from contributed surplus and credited to deficit.

Additionally, during the nine months ended September 30, 2019, 205,000 related company employee options, exercisable at $0.25 each were cancelled upon the employee leaving employment. The original fair value of the cancelled options was $27,013 and on vesting was charged to share-based payment expense and credited to contributed surplus. As a result of the options expiring, $27,013 was reversed from contributed surplus and credited to deficit.

12

Rockhaven Resources Ltd.

Notes to the Condensed Interim Financial Statements Unaudited – Prepared by Management

For the nine months ended September 30, 2020 and September 30, 2019

7. Share capital (continued)

Warrants

As an incentive to complete private placements, the Company may issue units which include common shares and common share purchase warrants. Using the residual value method, the Company determines whether a value should be allocated to the warrants attached to the units sold in completed private placements. Finders’ warrants may be issued as a private placement share issue cost and are valued using the Black-Scholes option pricing model.

On August 20, 2020, the Company issued 888,000 finders’ warrants in connection with the completed private placements. Each warrant is exercisable into a non-flow-through common share at an exercise price of $0.29 until August 20, 2022. The value of the finders’ warrants was determined to be $45,100 using the Black-Scholes option pricing model with the following weighted average assumptions: expected life of warrants – two years, stock price volatility – 67.00%, no dividend yield, and a risk-free interest rate yield – 0.29%.

On September 11, 2020, the Company issued 500,000 share purchase warrants pursuant to the Exploration Benefits Agreement to replace, on expiry, the 500,000 share purchase warrants previously issued under such agreement (note 13). The warrants are exercisable at $0.17 each until August 5, 2025. The value of the share purchase warrants was determined to be $51,300 using the Black-Scholes option pricing model with the following weighted average assumptions: expected life of warrants – 4.90 years, stock price volatility – 76.00%, no dividend yield, and a risk-free interest rate yield – 0.36%. The value of these warrants was recorded to mineral property interests within surveys and consulting (note 6).

On August 30, 2019, the Company issued 100,320 finders’ warrants in connection with the completed private placements. Each warrant is exercisable into a non-flow-through common share at an exercise price of $0.20 until August 30, 2024. The value of the finders’ warrants was determined to be $11,590 using the Black-Scholes option pricing model with the following weighted average assumptions: expected life of warrants – five years, stock price volatility – 101.43%, no dividend yield, and a risk-free interest rate yield – 1.25%.

A summary of the status of the Company’s warrants as at September 30, 2020 and December 31, 2019, and changes during the period/year then ended is as follows:

during the period/year then ended is as follows:
	Period ended		Year ended
	September 30, 2020		December 31, 2019
		Weighted average		Weighted average
	Warrants	exercise price	Warrants	exercise price
	#	$	#	$
Warrants outstanding, beginning of period/year	32,517,820	0.20	2,500,000	0.19
Private placement warrants issued	10,200,439	0.29	29,917,500	0.20
Finders' warrants issued	888,000	0.29	100,320	0.20
Other warrants issued	500,000	0.17	-	-
Expired	(2,500,000)	0.19	-	-
Warrants outstanding, end ofperiod/year	41,606,259	0.22	32,517,820	0.20

As at September 30, 2020, the Company had warrants outstanding and exercisable as follows:

Warrants	Warrants	Exercise
outstanding	exercisable	price	Expiry date
#	#	$
11,088,439	11,088,439	0.29	August 20, 2022
3,333,333	3,333,333	0.20	November 12, 2022
26,684,487	26,684,487	0.20	August 30, 2024
500,000	500,000	0.17	August 5,2025
41,606,259	41,606,259

13

Rockhaven Resources Ltd.

Notes to the Condensed Interim Financial Statements Unaudited – Prepared by Management

For the nine months ended September 30, 2020 and September 30, 2019

7. Share capital (continued)

Contributed surplus

Contributed surplus includes the accumulated fair value of stock options recognized as share-based payments, the fair value of finders’ warrants issued on private placements, the fair value of other compensatory warrants issued, and the residual value of warrants attached to private placement units, if any. Contributed surplus is increased by the fair value of these items on vesting and/or issuance and is reduced by corresponding amounts when the options or warrants expire or are exercised or cancelled.

expire or are exercised or cancelled.
	Options	Warrants	Total
	$	$	$
January 1, 2019	1,159,618	95,300	1,254,918
Options expired	(325,709)	-	(325,709)
Options cancelled	(27,013)	-	(27,013)
Finders' warrants issued	-	11,590	11,590
September 30,2019	806,896	106,890	913,786
January 1, 2020	790,508	106,890	897,398
Options granted	357,513	-	357,513
Options expired	(387,442)	-	(387,442)
Options cancelled	(9,392)	-	(9,392)
Finders' warrants issued	-	45,100	45,100
Other warrants issued	-	51,300	51,300
September 30, 2020	751,187	203,290	954,477

8. Loss per share

The calculation of basic and diluted loss per share for the nine months ended September 30, 2020 was based on the loss attributable to common shareholders of $436,863 (2019 – $147,548) and a weighted average number of common shares outstanding of 190,688,279 (2019 – 160,736,808).

All options and warrants were excluded from the diluted weighted average number of common shares calculation, as their effect would have been anti-dilutive.

14

Rockhaven Resources Ltd.

Notes to the Condensed Interim Financial Statements Unaudited – Prepared by Management

For the nine months ended September 30, 2020 and September 30, 2019

9. Related party payables and transactions

A number of key management personnel and Directors hold positions in other entities that result in them having control or significant influence over the financial or operating policies of these entities. There were no loans to management personnel or Directors, or entities over which they have control or significant influence, during the nine months ended September 30, 2020 and September 30, 2019.

Matthew Turner, the Company’s President and CEO receives a monthly salary and incentive stock options. No other key management personnel or Directors receive salaries, non-cash benefits (other than incentive stock options), or other remuneration directly from the Company, other than noted below, and there are no employment contracts with them that cannot be terminated without penalty on thirty days’ notice. Key management personnel and Directors participate in the Company’s stock option plan.

During the nine months ended September 30, 2020, 4,200,000 stock options were granted to key management personnel and Directors having a fair value on grant of $272,013. The options granted are exercisable at $0.15 each until February 13, 2025, and vest over a one-year period ending on February 13, 2021. No stock options were granted to related parties during the nine months ended September 30, 2019.

During the nine months ended September 30, 2020, 2,125,000 Officer and Director options expired, which had a fair value on grant date of $263,040. During the nine months ended September 30, 2019, 1,875,000 Officer and Director options expired, which had a fair value on grant date of $239,962.

On August 20, 2020, Strategic subscribed to 1,700,000 non-flow-through units of the Company for gross proceeds of $340,000 (note 7(a)), and on August 30, 2019 it purchased 2,226,000 units of the Company for total consideration of $267,120 (note 7(c)).

The Company transacted with the following related parties:

• (a) Archer, Cathro & Associates (1981) Limited (“Archer Cathro”) is a geological consulting firm over which the CEO of Strategic has significant influence and ownership. Charges are for property location, acquisition, exploration, management, and office rent and administration.

• (b) Glenn Yeadon is a Director and the Company’s Secretary. He controls Glenn R. Yeadon Personal Law Corporation (“Yeadon Law Corp.”) which provides the Company with legal services.

• (c) Larry Donaldson is the Company’s CFO. He is a principal of Donaldson Brohman Martin CPA, Inc. (“DBM CPA”), a firm in which he has significant influence. DBM CPA provides the Company with accounting and tax services.

• (d) Ian Talbot is the Company’s COO. He provides the Company with monthly management services.

• (e) Matthew Turner is the Company’s President and CEO. He provides the Company with management, administrative, corporate development and technical services.

• (f) Strategic has a controlling interest in the Company.

15

Rockhaven Resources Ltd.

Unaudited – Prepared by Management

Notes to the Condensed Interim Financial Statements

For the nine months ended September 30, 2020 and September 30, 2019

9. Related party payables and transactions (continued)

The aggregate value of transactions and outstanding balances with key management personnel and Directors and entities over which they have control or significant influence were as follows:

		Transactions	Transactions	Balances	Balances	Balances
		nine months ended	nine months ended	outstanding	outstanding
		September 30,	September 30,	September 30,	December	31,
		2020	2019	2020	2019
		$	$	$	$
	Archer, Cathro
	- geological services	706,852	433,736	308,538		15,538
	- rent and administration	31,591	29,652	18,630		5,108
		738,443	463,388	327,168		20,646
(1)	Yeadon Law Corp.	54,886	37,798	38,998		11,579
	DBM CPA	25,950	22,700	7,000		11,000
	Ian Talbot	22,089	31,500	3,675		-
(2)	Matthew Turner	120,148	120,489	-		-
		961,516	675,875	376,841		43,225

• (1) Includes share issue costs of $20,000 for the nine months ended September 30, 2020 (2019 - $21,000)

• (2) Includes geological services (within exploration (note 6)) of $67,522 for the nine months ended September 30, 2020 (2019 - $49,253).

All related party balances are unsecured and are due within thirty days without interest.

The transactions with the key management personnel and Directors are included in operating expenses as follows:

• (a) Management, administration and corporate development fees

• Includes the services of the Company’s COO, Ian Talbot.

• Includes charges by Archer Cathro for administrative personnel.

• (b) Management, administration and corporate development salaries

• Includes the portion of Matt Turner’s salary related to management, administrative and corporate development services. The remainder of Matt Turner’s salary is allocated to deferred exploration and evaluation expenditures for his project technical services.

• (c) Office rent

• Charged by Archer Cathro.

• (d) Professional fees

• Includes the legal services of the Company’s Director and Secretary, Glenn Yeadon, charged to the Company by Yeadon Law Corporation.

• Includes the accounting and tax services of Company’s CFO, Larry Donaldson, charged to the Company by DBM CPA.

16

Rockhaven Resources Ltd.

Notes to the Condensed Interim Financial Statements Unaudited – Prepared by Management

For the nine months ended September 30, 2020 and September 30, 2019

10. Income taxes

Income tax recovery varies from the amount that would be computed from applying the combined federal and provincial income tax rate to loss before income taxes as follows:

income tax rate to loss before income taxes as follows:
	September 30,	September 30,
	2020	2019
	$	$
Loss for the period before income taxes	(498,842)	(248,441)
StatutoryCanadian corporate tax rate	27.00%	27.00%
Anticipated income tax recovery	134,687	67,079
Change in tax resulting from:
Unrecognized items for tax purposes	(88,716)	5,907
Tax benefits to be renounced/renounced on flow-through expenditures	(409,111)	(312,426)
Flow-throughpremium liabilityreduction	425,119	340,333
Net deferred income tax recovery	61,979	100,893

The significant components of the Company’s deferred income tax liability are as follows:

	September 30,	December 31,
	2020	2019
	$	$
Mineral property interests	(4,615,487)	(4,090,129)
Unclaimed investment tax credits	538,775	538,775
Non-capital loss carry forwards	1,703,336	1,511,043
Share issue and other costs	100,140	44,755
Net deferred income tax liability	(2,273,236)	(1,995,556)

As at September 30, 2020 the Company has non-capital loss carry forwards of approximately $6,309,000 which expire as follows: $109,000 in 2026, $97,000 in 2027, $391,000 in 2028, $332,000 in 2029, $373,000 in 2030 and $5,007,000 thereafter.

As at September 30, 2020 the Company has unused capital losses of approximately $2,274,000 (December 31, 2019 - $2,274,000) which have no expiry dates and can only be used to reduce future income from capital gains. The Company has not recognized a deferred income tax benefit on these losses or on accumulated unrealized losses, as it is unlikely that capital gains will be realized to utilize the losses.

As at September 30, 2020 the Company has unclaimed resource and other deductions in the amount of approximately $20,829,000 (December 31, 2019 - $20,829,000), which may be deducted against future taxable income.

As at September 30, 2020 the Company has share issue and other capital costs totaling approximately $371,000 (December 31, 2019 - $166,000), which have not been claimed for income tax purposes.

As at September 30, 2020 the Company has unused investment tax credits totaling approximately $738,000 (December 31, 2019 - $738,000), which have not been claimed for income tax purposes. The tax credits expire as follows: $364,000 in 2031, $319,000 in 2032 and $51,000 in 2033, and $4,000 in 2034.

Income tax attributes are subject to review and potential adjustments by tax authorities.

17

Rockhaven Resources Ltd.

Notes to the Condensed Interim Financial Statements Unaudited – Prepared by Management

For the nine months ended September 30, 2020 and September 30, 2019

11. Supplemental cash flow information

Changes in non-cash operating working capital during the nine months ended September 30, 2020 and September 30, 2019 were comprised of the following:

2019 were comprised of the following:
	September 30,	September 30,
	2020	2019
	$	$
Receivables and prepayments	(39,592)	(77,880)
Accounts payable and accrued liabilities	(4,533)	46,293
Accountspayable to relatedparties	20,616	9,930
Net change	(23,509)	(21,657)

The Company incurred non-cash financing and investing activities during the nine months ended September 30, 2020 and September 30, 2019 as follows:

and September 30, 2019 as follows:
	September 30,	September 30,
	2020	2019
	$	$
Non-cash financing activities:
Contributed surplus on finders' warrants issued	(45,100)	(11,590)
Share issue costs on finders' warrants issued	45,100	11,590
Contributed surplus on issue of share purchase warrants (note 13)	51,300	-
Deferred exploration expenditures paid by issue of share purchase warrants (note 13)	(51,300)	-
Share issue costs included in related party payables	20,000	-
Share capital reduced byflow-through sharepremium	1,521,575	879,208
	1,541,575	879,208
Non-cash investing activity:
Deferred exploration expenditures included in accountspayable and relatedparty payables	488,044	736,302

During the nine months ended September 30, 2020 and September 30, 2019, no amounts were paid on account of interest or income taxes.

18

Rockhaven Resources Ltd.

Notes to the Condensed Interim Financial Statements Unaudited – Prepared by Management

For the nine months ended September 30, 2020 and September 30, 2019

12. Financial risk management

Capital management

The Company is a junior exploration company and considers items included in shareholders' equity as capital. The Company manages its capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of underlying assets. In order to maintain or adjust its capital structure, the Company may issue new shares, purchase shares for cancellation pursuant to normal course issuer bids or make special distributions to shareholders. The Company is not subject to any externally imposed capital requirements and does not presently utilize any quantitative measures to monitor its capital. The Company’s capital structure as at September 30, 2020 is comprised of shareholders’ equity of $40,169,080 (December 31, 2019 - $36,348,011).

The Company currently has no source of revenues. In order to fund future projects and pay for administrative costs, the Company will spend its existing working capital and raise additional funds as needed. The Company's ability to continue as a going concern on a long-term basis and realize its assets and discharge its liabilities in the normal course of business rather than through a process of forced liquidation is primarily dependent upon its ability to sell or option its mineral properties and its ability to borrow or raise additional financing from equity markets.

Financial instruments - fair value

The Company’s financial instruments consist of cash and cash equivalents, marketable securities, accounts payable and accrued liabilities, and accounts payable to related parties.

The carrying value of accounts payable and accrued liabilities and accounts payable to related parties approximates their fair value because of the short-term nature of these instruments.

Financial instruments measured at fair value on the statement of financial position are summarized into the following fair value hierarchy levels:

Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.

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

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

	Level 1	Level 2		Level 3		Total
	$	$		$		$
September 30, 2020
Cash and cash equivalents	6,466,555		-		-	6,466,555
Marketable securities	127,266		-		-	127,266
	6,593,821		-		-	6,593,821
December 31, 2019
Cash and cash equivalents	2,829,887		-		-	2,829,887
Marketable securities	47,033		-		-	47,033
	2,876,920		-		-	2,876,920

19

Rockhaven Resources Ltd.

Notes to the Condensed Interim Financial Statements

Unaudited – Prepared by Management

For the nine months ended September 30, 2020 and September 30, 2019

12. Financial risk management (continued)

Financial instruments - risk

The Company’s financial instruments are exposed to certain financial risks, including credit risk, interest rate risk, market risk, and liquidity risk.

a) Credit risk

The Company is exposed to credit risk by holding cash and cash equivalents and receivables. This risk is minimized by holding the funds in a Canadian bank. The Company has minimal accounts receivable exposure as its refundable credits are due from the Canadian government.

b) Interest rate risk

The Company is exposed to interest rate risk because of fluctuating interest rates. Fluctuations in market rates do not have a significant impact on the Company’s operations due to the short term to maturity and no penalty cashable feature of its cash equivalents. For the nine months ended September 30, 2020 every 1% fluctuation in interest rates up or down would have impacted loss during the period, up or down, by approximately $32,900 (2019 - $5,000) before income taxes.

c) Market risk

The Company is exposed to market risk because of the fluctuating values of its publicly traded marketable securities. The Company has no control over these fluctuations and does not hedge its investments. Based on the September 30, 2020 value of marketable securities every 10% increase or decrease in the share prices of these companies would have impacted loss during the period, up or down, by approximately $12,700 (2019 - $6,400) before income taxes.

d) Liquidity risk

Liquidity risk is the risk that the Company is unable to meet its financial obligations as they come due. The Company manages this risk by careful management of its working capital to ensure its expenditures will not exceed available resources.

20

Rockhaven Resources Ltd.

Notes to the Condensed Interim Financial Statements Unaudited – Prepared by Management

For the nine months ended September 30, 2020 and September 30, 2019

13. Commitments

Exploration Benefits Agreement:

The Company has an Exploration Benefits Agreement with the Little Salmon Carmacks First Nation (“LSCFN”), which establishes a framework between the parties for the ongoing exploration of the Company’s Klaza project. Under the Agreement the Company is required to pay LSCFN an annual fee equal to 2% of specified on-site exploration activities on the Klaza project during each calendar year, payable by March 31 of the following year. The fee accruals each period are included in deferred exploration expenditures and in accrued liabilities.

Under the Agreement, the Company issued LSCFN 500,000 share purchase warrants exercisable at $0.17 each until August 5, 2025. The value of the share purchase warrants was determined to be $51,300 (note 7). The warrants were issued to replace the previously issued warrants under the Agreement, which expired on August 5, 2020.

During the nine months ended September 30, 2020, the Company paid its annual fee relating to the 2019 year of $23,805 (2019 - $583).

Flow-through premium liability:

On August 30, 2019, the Company completed a private placement of flow-through units for gross proceeds of $2,989,308. The Company was required to spend the funds on qualified exploration programs no later than December 31, 2020. The Company renounced the expenditures and available income tax benefits to the flow-through shareholders effective December 31, 2019. As at September 30, 2020, all of the funds had been spent (December 31, 2019 – approximately $1,635,000 had been spent).

On November 12, 2019, the Company completed a private placement of flow-through units for gross proceeds of $500,000. The Company is required to spend the funds on qualified exploration programs no later than December 31, 2020. The Company renounced the expenditures and available income tax benefits to the flow-through shareholders effective December 31, 2019. As at September 30, 2020, approximately $161,000 of the funds had been spent (December 31, 2019 - none of the funds had been spent).

On August 20, 2020, the Company completed a private placement of flow-through units for gross proceeds of $5,101,750. The Company is required to spend the funds on qualified exploration programs no later than December 31, 2021. The Company will renounce the expenditures and available income tax benefits to the flow-through shareholders effective December 31, 2020. As at September 30, 2020, none of the funds had been spent.

In July 2020, the Canadian Government provided relief with respect to COVID-19 by providing companies with an additional 12 months in which they can spend eligible flow-through expenditures and provided interest relief on unspent funds.

Under the Income Tax Act flow-through look-back rules, the Company now has until December 31, 2022 to spend the remaining amount of flow-through funds. Amounts spent after February 1, 2021, continue to be subject to a floating rate interest tax of 2% per annum, however the Company anticipates that it will spend all flow-through amounts within the new time-frames announced by the Government, so no interest tax will be applicable.

A summary of the Company’s flow-through premium liability as at September 30, 2020 and December 31, 2019, and changes during the period/year then ended is as follows:

changes during the period/year then ended is as follows:
	September 30,	December 31,
	2020	2019
	$	$
Balance, beginning of period/year	481,598	-
Addition - August 30, 2019 private placement	-	879,208
Addition - November 12, 2019 private placement	-	83,333
Addition - August 20, 2020 private placement	1,521,575	-
Reduction -pro rata based on eligible expenditures	(425,119)	(480,943)
Balance, end ofperiod/year	1,578,054	481,598

21