Rockridge Resources Ltd. — Audit Report / Information 2024

Nov 28, 2024

ROCKRIDGE RESOURCES LTD.

FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)

FOR THE YEAR ENDED JULY 31, 2024

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DAVIDSON & COMPANY LLP
Chartered Professional Accountants

INDEPENDENT AUDITOR'S REPORT

To the Shareholders of Rockridge Resources Ltd.

Opinion

We have audited the accompanying financial statements of Rockridge Resources Ltd. (the “Company”), which comprise the statements of financial position as at July 31, 2024 and 2023, and the statements of loss and comprehensive loss, changes in shareholders’ equity, and cash flows for the years then ended, and notes to the financial statements, including material accounting policy information.

In our opinion, these financial statements present fairly, in all material respects, the financial position of the Company as at July 31, 2024 and 2023, 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”).

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 Financial Statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in Canada, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained in our audit is sufficient and appropriate to provide a basis for our opinion.

Material Uncertainty Related to Going Concern

We draw attention to Note 1 of the financial statements, which indicates that the Company has a working capital of $191,286 and accumulated deficit of $6,763,120. As stated in Note 1, these events and conditions indicate that a material uncertainty exists that may cast significant doubt on 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 financial statements of the current year ended. These matters were addressed in the context of our audit of the 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 matter described in the Material Uncertainty Related to Going Concern section, we have determined the matters described below to be the key audit matters to be communicated in our auditor’s report.

Assessment of Impairment Indicators of Exploration and Evaluation Assets (“E&E Assets”)

As described in Note 4 to the financial statements, the carrying amount of the Company’s E&E Assets was $6,032,621 as of July 31, 2024. As more fully described in Note 3 to the financial statements, management assesses E&E Assets for indicators of impairment at each reporting period.

A member of Nexia International

1200 - 609 Granville Street, P.O. Box 10372, Pacific Centre, Vancouver, B.C., Canada V7Y 1G6
Telephone (604) 687-0947 Davidson-co.com

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The principal considerations for our determination that the assessment of impairment indicators of the E&E Assets is a key audit matter are that there was judgment made by management when assessing whether there were indicators of impairment for the E&E Assets, specifically relating to the assets' carrying amount which is impacted by the Company's intent and ability to continue to explore and evaluate these assets. This in turn led to a high degree of auditor judgment, subjectivity, and effort in performing procedures to evaluate audit evidence relating to the judgments made by management in their assessment of indicators of impairment that could give rise to the requirement to prepare an estimate of the recoverable amount of the E&E Asset.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the financial statements. Our audit procedures included, among others:

• Evaluating management's assessment of impairment indicators.
• Evaluating the intent for the E&E Assets through discussion and communication with management.
• Reviewing the Company's recent expenditure activity.
• Assessing compliance with agreements including reviewing option agreements
• Obtaining, on a test basis, confirmation of title to ensure mineral rights underlying the E&E Assets are in good standing.

Other Information

Management is responsible for the other information. The other information obtained at the date of this auditor's report includes Management's Discussion and Analysis.

Our opinion on the 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 financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

We obtained Management's Discussion and Analysis prior to the date of this auditor's report. 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 Financial Statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with IFRS Accounting Standards, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the 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 Financial Statements

Our objectives are to obtain reasonable assurance about whether the 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 financial statements.

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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 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 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.
• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

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 to communicate with 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 with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current year ended and 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 Glenn Parchomchuk.

Vancouver, Canada

November 28, 2024

Chartered Professional Accountants

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ROCKRIDGE RESOURCES LTD.
STATEMENTS OF FINANCIAL POSITION
(Expressed in Canadian Dollars)
AS AT JULY 31,

	Note	2024	2023
ASSETS
Current
Cash		$ 171,045	$ 650,176
Prepaid expenses		20,980	223,715
Receivables	5	25,199	84,107
		217,224	957,998
Exploration and evaluation assets	4	6,032,621	5,995,916
		$ 6,249,845	$ 6,953,914
LIABILITIES AND SHAREHOLDERS' EQUITY
Current
Accounts payable and accrued liabilities	6	$ 25,938	$ 141,415
Flow-through premium liability	7	-	68,522
		25,938	209,937
Shareholders' equity
Capital stock	7	11,786,752	11,786,752
Reserves	8	1,200,275	1,200,275
Deficit		(6,763,120)	(6,243,050)
		6,223,907	6,743,977
		$ 6,249,845	$ 6,953,914

Nature and continuance of operations (Note 1)
Subsequent events (Note 14)

Approved and authorized by the Board of Directors on November 28, 2024.

"Jordan Trimble" Director "James Pettit" Director

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

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ROCKRIDGE RESOURCES LTD.
STATEMENTS OF LOSS AND COMPREHENSIVE LOSS
(Expressed in Canadian Dollars)
FOR THE YEAR ENDING JULY 31,

	Note	2024	2023
GENERAL AND ADMINISTRATIVE EXPENSES
Consulting fees	9	$ 327,466	$ 416,380
Office and administration		72,826	57,964
Professional fees	9	75,199	59,004
Rent		51,843	54,003
Shareholder communications		50,292	289,417
Transfer agent and filing fees		12,243	8,436
Travel		7,912	10,008
		(597,781)	(895,212)
Other income on realization of flow-through premium liability	7	68,522	164,099
Interest income		9,189	2,731
Loss and comprehensive loss for the year		$ (520,070)	$ (728,382)
Basic and diluted loss per common share		$ (0.00)	$ (0.01)
Weighted average number of common shares outstanding – basic and diluted		125,006,617	105,936,105

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

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ROCKRIDGE RESOURCES LTD.
STATEMENTS OF CASH FLOWS
(Expressed in Canadian Dollars)
FOR THE YEAR ENDING JULY 31,

	2024	2023
CASH FLOWS FROM OPERATING ACTIVITIES
Loss for the year	$ (520,070)	$ (728,382)
Items not affecting cash:
Other income on realization of flow-through liability	(68,522)	(164,099)
Changes in non-cash working capital items:
Decrease in receivables	58,908	5,704
Decrease in prepaid expenses	202,735	97,529
Increase in accounts payable and accrued liabilities	1,105	3,093
Cash used in operating activities	(325,844)	(786,155)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from capital stock issued	-	1,018,450
Share issuance costs	-	(44,509)
Cash provided by financing activities	-	973,941
CASH FLOWS FROM INVESTING ACTIVITIES
Exploration and evaluation costs	(353,287)	(559,934)
Exploration and evaluation rebate	200,000	-
Cash used in investing activities	(153,287)	(559,934)
Change in cash during year	(479,131)	(372,148)
Cash, beginning of year	650,176	1,022,324
Cash, end of year	$ 171,045	$ 650,176

Supplemental disclosure with respect to cash flows (Note 11)

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

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ROCKRIDGE RESOURCES LTD.
STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
(Expressed in Canadian Dollars)

	Capital Stock
	Number	Amount	Reserves	Deficit	Total
Balance, as at July 31, 2022	98,958,046	$ 11,037,888	$ 1,114,198	$(5,514,668)	$ 6,637,418
Private placements	25,048,571	940,457	77,993	-	1,018,450
Share issuance-property acquisition	1,000,000	50,000	-	-	50,000
Share issue costs	-	(44,509)	-	-	(44,509)
Share issue costs-finder warrants	-	(8,084)	8,084	-	-
Flow-through premium liability	-	(189,000)	-	-	(189,000)
Loss for the year	-	-	-	(728,382)	(728,382)
Balance, as at July 31, 2023	125,006,617	$ 11,786,752	$ 1,200,275	$(6,243,050)	$ 6,743,977
Loss for the year	-	-	-	(520,070)	(520,070)
Balance, as at July 31, 2024	125,006,617	$ 11,786,752	$ 1,200,275	$(6,763,120)	$ 6,223,907

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

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ROCKRIDGE RESOURCES LTD.

NOTES TO THE FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

FOR THE YEAR ENDED JULY 31, 2024

1. NATURE AND CONTINUANCE OF OPERATIONS

Rockridge Resources Ltd. (the "Company") was incorporated under the provisions of the British Columbia Business Corporations Act on November 10, 2015.

The Company’s principal business activity is the acquisition and exploration of mineral property interests. The Company is considered to be in the exploration stage and substantially all of the Company’s efforts will be devoted to financing and exploring these property interests. There has been no determination whether the Company’s interests in unproven mineral properties contain mineral reserves which are economically recoverable. The Company manages its business in a single operating segment: mineral exploration in Canada.

The head office and registered records office of the Company are located at Suite #1030-505 Burrard Street, Vancouver, British Columbia, Canada.

The Company continues to be dependent upon its ability to finance its operations and exploration programs through financing activities that may include issuances of additional debt or equity securities. The recoverability of the carrying value of exploration projects, and ultimately, the Company’s ability to continue as a going concern, is dependent upon the existence and economic recovery of reserves, the ability to raise financing to complete the development of the properties, and upon future profitable production or, alternatively, upon the Company’s ability to dispose of its interest on an advantageous basis, all of which are uncertain.

As at July 31, 2024, the Company has a working capital of $191,286 and accumulated deficit of $6,763,120. While the Company has completed various private placements (Note 7), there is no assurance that such future financing will be available or be available on favourable terms. An inability to raise additional financing may impact the future assessment of the Company as a going concern. The financial statements do not include adjustments to amounts and classifications of assets and liabilities that might be necessary should the Company be unable to continue operations. These material uncertainties may cast significant doubt upon the Company’s ability to continue as a going concern. There are many external factors that can adversely affect general workforces, economies and financial markets globally. Examples include, but are not limited to, the COVID-19 global pandemic from March 2020, and political conflict in other regions. It is not possible for the Company to predict the duration or magnitude of adverse results of such external factors and its effect on the Company’s business or ability to raise capital.

2. BASIS OF PRESENTATION

Statement of Compliance

These financial statements, including comparatives, have been prepared using accounting policies consistent with IFRS accounting standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). The financial statements have been prepared on a historical cost basis, except for financial instruments classified as financial instruments at fair value through profit and loss, which are stated at their fair value. In addition, these financial statements have been prepared using the accrual basis of accounting except for cash flow information.

3. MATERIAL ACCOUNTING POLICY INFORMATION

Critical accounting estimates

The preparation of these financial statements requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported expenses during the year. Actual results could differ from these estimates.

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ROCKRIDGE RESOURCES LTD.

NOTES TO THE FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

FOR THE YEAR ENDED JULY 31, 2024

3. MATERIAL ACCOUNTING POLICY INFORMATION (cont'd.)

Significant assumptions about the future and other sources of estimation uncertainty that management has made at the end of the reporting period, that could result in a material adjustment to the carrying amounts of assets and liabilities in the event that actual results differ from assumptions made, relate to, but are not limited to, the following:

i) The carrying value and the recoverability of exploration and evaluation assets, which are included in the statements of financial position. The cost model is utilized and the value of the exploration and evaluation assets is based on the expenditures incurred. At every reporting period, management assesses the potential impairment which involves assessing whether or not facts or circumstances exist that suggest the carrying amount exceeds the recoverable amount.

ii) The recognition of deferred tax assets. The Company considers whether the realization of deferred tax assets is probable in determining whether or not to recognize these deferred tax assets.

Exploration and evaluation assets

Pre-exploration costs are expensed as incurred. Costs related to the acquisition and exploration of mineral properties are capitalized by property until the commencement of commercial production. If commercially profitable ore reserves are developed, capitalized costs of the related property are reclassified as mining assets after an impairment test and amortized using the unit of production method. If, after management review, it is determined that capitalized acquisition, exploration and evaluation costs are not recoverable over the estimated economic life of the property, or the property is abandoned, or management deems there to be an impairment in value, the property is written down to its net recoverable amount.

Any option payments received by the Company from third parties or tax credits refunded to the Company are credited to the capitalized cost of the mineral property. If payments received exceed the capitalized cost of the mineral property, the excess is recognized as income in the year received. The amounts shown for mineral properties do not necessarily represent present or future values. Their recoverability is dependent upon the discovery of economically recoverable reserves, the ability of the Company to obtain the necessary financing to complete the development, and future profitable production or proceeds from the disposition thereof.

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ROCKRIDGE RESOURCES LTD.
NOTES TO THE FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
FOR THE YEAR ENDED JULY 31, 2024

3. MATERIAL ACCOUNTING POLICY INFORMATION (cont'd...)

Impairment

At the end of each reporting period, the Company’s assets are reviewed to determine whether there is any indication that those assets may be impaired. If such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment, if any. The recoverable amount is the higher of fair value less costs to sell and value in use. Fair value is determined as the amount that would be obtained from the sale of the asset in an arm’s length transaction between knowledgeable and willing parties. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount and the impairment loss is recognized in the profit or loss for the period. For an asset that does not generate largely independent cash inflows, the recoverable amount is determined for the cash generating unit to which the asset belongs.

Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but to an amount that does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognized immediately in profit or loss.

Provision for environmental rehabilitation

The Company recognizes liabilities for statutory, contractual, constructive or legal obligations associated with the retirement of mineral properties and equipment, when those obligations result from the acquisition, construction, development or normal operation of the assets. The net present value of future rehabilitation cost estimates arising from the decommissioning of plant and other site preparation work is capitalized to mining assets along with a corresponding increase in the rehabilitation provision in the period incurred. Discount rates using a pre-tax rate that reflect the time value of money are used to calculate the net present value. The rehabilitation asset is depreciated on the same basis as mining assets.

The Company’s estimates of reclamation costs could change as a result of changes in regulatory requirements, discount rates and assumptions regarding the amount and timing of the future expenditures. These changes are recorded directly to mining assets with a corresponding entry to the rehabilitation provision. The Company’s estimates are reviewed annually for changes in regulatory requirements, discount rates, effects of inflation and changes in estimates.

Changes in the net present value, excluding changes in the Company’s estimates of reclamation costs, are charged to profit and loss for the year. The Company had no provisions for environmental rehabilitation as at July 31, 2024.

Loss per share

The Company presents basic loss per share for its common shares, calculated by dividing the loss attributable to common shareholders of the Company by the weighted average number of common shares outstanding during the year. Diluted loss per share does not adjust the loss attributable to common shareholders or the weighted average number of common shares outstanding when the effect is anti-dilutive.

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ROCKRIDGE RESOURCES LTD.
NOTES TO THE FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
FOR THE YEAR ENDED JULY 31, 2024

3. MATERIAL ACCOUNTING POLICY INFORMATION (cont'd...)

Share-based payments

The Company grants stock options to acquire common shares of the Company to directors, officers, employees and consultants. An individual is classified as an employee when the individual is an employee for legal or tax purposes, or provides services similar to those performed by an employee.

The fair value of stock options is measured on the date of grant, using the Black-Scholes option pricing model, and is recognized over the vesting period. A corresponding increase in reserves is recorded when stock options are expensed. When stock options are exercised, capital stock is credited by the sum of the consideration paid and the related portion of share-based compensation previously recorded in reserves. Consideration paid for the shares on the exercise of stock options is credited to capital stock.

In situations where equity instruments are issued to non-employees and some or all of the goods or services received by the entity as consideration cannot be specifically identified, they are measured at fair value of the share-based payments. Otherwise, share-based payments is measured at the fair value of goods or services received.

Income taxes

Income tax on the profit or loss for the years presented comprises current and deferred tax. Income tax is recognized in profit or loss except to the extent that it relates to items recognized directly in equity, in which case it is recognized in equity. Current tax expense is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at period end, adjusted for amendments to tax payable with regards to previous years.

Deferred tax is recorded providing for temporary differences, between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. The following temporary differences are not provided for: goodwill not deductible for tax purposes; the initial recognition of assets or liabilities that affect neither accounting or taxable loss nor differences relating to investments in subsidiaries to the extent that they will probably not reverse in the foreseeable future. The amount of deferred tax provided is based on the expected manner of realization or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the statement of financial position date.

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

Additional income taxes that arise from the distribution of dividends are recognized at the same time as the liability to pay the related dividend. Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Company intends to settle its current tax assets and liabilities on a net basis.

Flow-through shares

Canadian Income Tax legislation permits an enterprise to issue securities referred to as flow-through shares, whereby the investor can claim the tax deductions arising from the renunciation of the related resource expenditures. A premium liability is recognized for the share price premium paid by investors when acquiring the flow-through shares. The premium liability is reduced and other income is recognized on the renounced tax deductions as eligible expenditures are incurred.

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ROCKRIDGE RESOURCES LTD.

NOTES TO THE FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

FOR THE YEAR ENDED JULY 31, 2024

3. MATERIAL ACCOUNTING POLICY INFORMATION (cont'd...)

Financial instruments

Classification

The Company determines the classification of its financial instruments at initial recognition. Upon initial recognition, a financial asset is classified as measured at: amortized cost, fair value through profit and loss (“FVTPL”), or fair value through other comprehensive income (loss) (“FVOCI”). The classification of financial assets is generally based on the business model in which a financial asset is managed and its contractual cash flow characteristics. A financial liability is classified as measured at amortized cost or FVTPL.

A financial asset is measured at amortized cost if it meets both of the following conditions and is not designated as FVTPL:

• it is held within a business model whose objective is to hold assets to collect contractual cash flows; and
• its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

A debt investment is measured at FVOCI if it meets both of the following conditions and is not designated as FVTPL:

• it is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets; and
• its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

An equity investment that is held for trading is measured at FVTPL. For other equity investments that are not held for trading, the Company may irrevocably elect to designate them as FVOCI. This election is made on an investment-by-investment basis.

All financial assets not classified as measured at amortized cost or FVOCI as described above are measured at FVTPL. This includes all derivative financial assets. On initial recognition, the Company may irrevocably designate a financial asset that otherwise meets the requirements to be measured at amortized cost or at FVOCI as at FVTPL if doing so eliminates or significantly reduces an accounting mismatch that would otherwise arise.

Financial liabilities are measured at amortized cost, unless they are required to be measured at FVTPL (such as instruments held for trading or derivatives) or the Company has elected to measure them at FVTPL.

The following table shows the classification of the Company’s financial instruments under IFRS 9:

Asset or Liability	IFRS 9 Classification
Cash	Amortized cost
Receivables	Amortized cost
Accounts payable and accrued liabilities	Amortized cost

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ROCKRIDGE RESOURCES LTD.
NOTES TO THE FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
FOR THE YEAR ENDED JULY 31, 2024

3. MATERIAL ACCOUNTING POLICY INFORMATION (cont'd...)

Financial instruments (cont'd.)

Measurement

Initial measurement

On initial recognition, all financial assets and financial liabilities are measured at fair value adjusted for directly attributable transaction costs except for financial assets and liabilities classified as FVTPL, in which case the transaction costs are expensed as incurred.

Subsequent measurement

The following accounting policies apply to the subsequent measurement of financial instruments:

Financial assets at FVTPL

These assets are subsequently measured at fair value. Net gains and losses, including any interest or dividend income, are recognized in profit or loss.

Financial assets at amortized cost

These assets are subsequently measured at amortized cost using the effective interest method. The amortized cost is reduced by impairment losses. Interest income, foreign exchange gains and losses and impairment are recognized in profit or loss. Any gain or loss on derecognition is recognized in profit or loss.

Equity investments at FVOCI

These assets are subsequently measured at fair value. Dividends are recognized as income in profit or loss unless the dividend clearly represents a recovery of part of the cost of the investment. Other net gains and losses are recognized in OCI and are never reclassified to profit or loss.

Debt investments at FVOCI

These assets are subsequently measured at fair value. Interest income is calculated using the effective interest rate method, foreign exchange gains and losses and impairment are recognized in profit or loss. Other net gains and losses are recognized in OCI. On derecognition, gains and losses accumulated in OCI are reclassified to profit or loss.

Impairment of financial instruments

Impairment of financial assets at amortized cost: The Company assesses all information available, including on a forward-looking basis, the expected credit losses associated with its assets carried at amortized cost. The impairment methodology applied depends on whether there has been a significant increase in credit risk. To assess whether there is a significant increase in credit risk, the Company compares the risk of a default occurring on the asset as the reporting date, with the risk of default as at the date of initial recognition, based on all information available, and reasonable and supportive forward-looking information

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ROCKRIDGE RESOURCES LTD.

NOTES TO THE FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

FOR THE YEAR ENDED JULY 31, 2024

3. MATERIAL ACCOUNTING POLICY INFORMATION (cont'd...)

Financial instruments (cont'd.)

Financial instrument disclosures

The Company provides disclosures that enable users to evaluate (a) the significance of financial instruments for the entity's financial position and performance; and (b) the nature and extent of risks arising from financial instruments to which the entity is exposed during the period and at the date of the statement of financial position, and how the entity manages these risks.

The Company provides information about its financial instruments measured at fair value at one of three levels according to the relative reliability of the inputs used to estimate the fair value:

Level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities;

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

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

New accounting policies

Certain pronouncements have been issued by the IASB or IFRIC that are effective for accounting periods beginning on or after January 1, 2023.

i) Classification of liabilities as current or non-current (amendment to IAS 1);
ii) Disclosure of accounting policy amendments (amendment to IAS 1);
iii) Property, plant, and equipment – proceeds before intended use (amendment to IAS 16); and
iv) Annual improvement to IFRS standards – 2018-2020.

With the exception of changing the Company's accounting policies from "significant" to "material", the Company has reviewed all other updates and determined that many of these updates are not applicable to or consequential to the Company and have been excluded from discussion within these material accounting policies.

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ROCKRIDGE RESOURCES LTD.

NOTES TO THE FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

FOR THE YEAR ENDED JULY 31, 2024

1. EXPLORATION AND EVALUATION ASSETS

Fiscal 2024	Raney Gold Project	Knife Lake Project	Totals
Acquisition costs:
Balance, beginning of the year	$ 253,350	$ 1,085,909	$ 1,339,259
Balance, end of the year	253,350	1,085,909	1,339,259
Exploration costs:
Balance, beginning of the year	1,329,404	3,327,253	4,656,657
Incurred during the year
Assays	23,764	-	23,764
Camp costs	10,686	-	10,686
Drilling	114,526	-	114,526
Field expenses	29,178	9,339	38,517
Geology	33,042	16,170	49,212
Rebate	(200,000)	-	(200,000)
Balance, end of the year	1,340,600	3,352,762	4,693,362
Total costs	$ 1,593,950	$ 4,438,671	$ 6,032,621

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ROCKRIDGE RESOURCES LTD.

NOTES TO THE FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

FOR THE YEAR ENDED JULY 31, 2024

1. EXPLORATION AND EVALUATION ASSETS (cont'd...)

Fiscal 2023	Raney Gold Project	Knife Lake Project	Totals
Acquisition costs:
Balance, beginning of the year	$ 253,350	$ 1,032,836	$ 1,286,186
Staking costs	-	3,073	3,073
Share issuance	-	50,000	50,000
Balance, end of the year	253,350	1,085,909	1,339,259
Exploration costs:
Balance, beginning of the year	1,010,052	2,974,306	3,984,358
Incurred during the year
Assays	28,979	36,745	65,724
Camp costs	8,707	43,161	51,868
Consulting	150	3,934	4,084
Drilling	211,264	163,334	374,598
Field expenses	34,623	38,983	73,606
Geology	28,350	20,552	48,902
Geophysics	-	10,553	10,553
GIS/Logistics/Specialists	-	4,847	4,847
Helicopter	-	76,493	76,493
Supplies	7,279	3,071	10,350
Travel	-	1,274	1,274
Rebate	-	(50,000)	(50,000)
Balance, end of the year	1,329,404	3,327,253	4,656,657
Total costs	$ 1,582,754	$ 4,413,162	$ 5,995,916

Title to exploration and evaluation assets

Title to exploration and evaluation assets involves certain inherent risks due to the difficulties of determining the validity of certain claims as well as the potential for problems arising from the frequently ambiguous conveyancing history characteristic of many mineral properties. The Company has investigated title to all of its mineral properties and, to the best of its knowledge, title to all of its properties are in good standing.

Raney Gold Project, Ontario, Canada

The Company entered into a property option agreement dated September 1, 2016 with 1082545 B.C. Ltd. to acquire a 100% interest in the Raney Gold Project located in the Raney Township, in the Porcupine Mining Division of Ontario. Pursuant to the agreement, the Company paid $160,000, issued 450,000 common shares (valued at $75,000) and incurred exploration expenditures of $900,000 to complete the acquisition.

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ROCKRIDGE RESOURCES LTD.

NOTES TO THE FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

FOR THE YEAR ENDED JULY 31, 2024

4. EXPLORATION AND EVALUATION ASSETS (cont'd...)

Raney Gold Project, Ontario, Canada (cont'd...)

On January 18, 2019, the Company arranged with the Optionor to extend the date of when the Minimum Exploration Expenditures have to be incurred by one year for a payment of $10,000 (paid) and the issuance of 100,000 shares (issued and valued at $24,000).

The Company acquired additional cells by way of staking for a cost of approximately $3,350.

The property is subject to a 2% net smelter royalty ("NSR") in favor of certain holders.

Knife Lake Project, Saskatchewan, Canada

The Company entered into a property option agreement dated November 1, 2018 with Eagle Plains Resources Ltd. to acquire a 100% interest in the Knife Lake Copper VMS project.

Pursuant to the agreement, the Company paid $150,000, issued 5,550,000 common shares (valued at $906,500) and incurred exploration expenditures of $3,250,000 to complete the acquisition.

The Company acquired additional cells by way of staking for a cost of approximately $3,073.

The property is subject to a 2.5% NSR with a 1.5% buyback for $2,000,000 for all claims; except 2 claims where 1% is subject to a $1,000,000 buyback.

5. RECEIVABLES

The Company’s receivables on July 31, 2024 and 2023 are as follows:

	2024	2023
Amount due from a related party (Note 9)	$ 753	$ -
Taxes recoverable	24,446	84,107
	$ 25,199	$ 84,107

6. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

The Company’s accounts payable and accrued liabilities on July 31, 2024 and 2023 are as follows:

	2024	2023
Accounts payable	$ 2,588	$ 117,785
Amount due to a related party (Note 9)	3,350	7,630
Accrued liabilities	20,000	16,000
	$ 25,938	$ 141,415

Accounts payable is comprised principally of amounts outstanding for trade purchases relating to exploration and general operating activities. The usual credit period taken for trade purchases is between 30 to 90 days.

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ROCKRIDGE RESOURCES LTD.
NOTES TO THE FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
FOR THE YEAR ENDED JULY 31, 2024

7. CAPITAL STOCK AND RESERVES

Authorized

The authorized share capital of the Company consists of an unlimited number of common shares without par value.

Private placements

During fiscal 2024, there have been no transactions.

During fiscal 2023, the Company issued capital stock as follows:

On April 12, 2023, the Company closed a non-brokered private placement of 9,450,000 flow-through units at a price of $0.05 per flow-through unit for total proceeds of $472,500. Each flow-through unit consists of one common flow-through share and one common share purchase warrant exercisable to purchase one additional common share at a price of $0.075 expiring April 12, 2026.

On issuance, the Company recognized a flow-through premium of $189,000. For the year ended July 31, 2023, the Company incurred $722,299 in flow-through expenditures resulting in a recovery recorded as other income of $164,099. In addition, the Company has paid finders’ fees of a total of $32,550 and issued an aggregate 651,000 finders’ warrants. Each finders’ warrant is exercisable into one common share for a period of up to three years at a price of $0.07. The finders’ warrants were valued at $7,261 using the Black-Scholes option pricing model with an expected life of 3 years, volatility of 85.62%, risk-free rate of 3.73% and a dividend rate of 0%.

On May 16, 2023, the Company closed a non-brokered private placement of 15,598,571 units at a price of $0.035 per unit for a total proceeds of $545,950. Each unit consists of one common share and one common share purchase warrant. Each warrant is exercisable to purchase one additional common share at a price of $0.07 for the period of three years from the date of issuance.

In addition, the Company has paid finders’ fees of a total of $2,450 and issued an aggregate 70,000 finders’ warrants. Each finders’ warrant is exercisable into one common share for a period of up to three years at a price of $0.07. The finders’ warrants were valued at $823 using the Black-Scholes option pricing model with an expected life of 3 years, volatility of 88.506%, risk-free rate of 3.83% and a dividend rate of 0%.

The Company incurred $9,509 in other share issue costs associated with the above financings.

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ROCKRIDGE RESOURCES LTD.

NOTES TO THE FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

FOR THE YEAR ENDED JULY 31, 2024

8. STOCK OPTIONS AND WARRANTS

Stock Option Plan

On November 22, 2016, the Company adopted a stock option plan. The stock option plan provides that, subject to the requirement of the Exchange, the aggregate number of securities reserved for issuance will be 10% of the number of common shares of the Company issued and outstanding from time to time. In addition, the number of common shares which may be reserved for issuance on a yearly basis to any one individual upon exercise of all stock options held by such individual may not exceed 5% of the issued shares calculated at the time of grant. All options granted under the stock option plan will expire not later than the date that is ten years from the date that such options are granted.

The following incentive stock options were outstanding at July 31, 2024:

	Number of Shares	Exercise Price	Expiry Date
Stock options:	100,000	$ 0.21	January 15, 2025
	1,350,000	$ 0.175	July 17, 2025
	100,000	$ 0.20	August 13, 2025
	200,000	$ 0.21	September 1, 2025
	100,000	$ 0.20	September 29, 2025
	1,850,000	$ 0.15	March 12, 2026
	2,050,000	$ 0.10	April 6, 2027
	5,750,000

The following warrants were outstanding at July 31, 2024:

	Number of Shares	Exercise Price	Expiry Date
Warrants:	16,620,000	$ 0.13*	March 5, 2026
	15,988,335	$ 0.095**	March 10, 2025
	4,617,500	$ 0.095**	March 10, 2025
	762,720	$ 0.15	March 10, 2025
	9,450,000	$ 0.05***	April 12, 2026
	651,000	$ 0.07	April 12, 2026
	15,598,571	$ 0.05***	May 16, 2026
	70,000	$ 0.07	May 16, 2026
	63,758,126

• On December 22, 2023, the Company modified the exercise price of the warrants to $0.13;
  ** On December 22, 2023, the Company modified the exercise price of the warrants to $0.095;
  *** On December 22, 2023, the Company modified the exercise price of the warrants to $0.05.
  During the year, the Company modified the exercise prices of certain outstanding warrants. The modification was deemed to have had $Nil impact.

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ROCKRIDGE RESOURCES LTD.

NOTES TO THE FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

FOR THE YEAR ENDED JULY 31, 2024

8. STOCK OPTIONS AND WARRANTS (cont'd.)

Stock option and warrant transactions are summarized as follows:

	Warrants		Stock Options
	Number	Weighted Average Exercise Price	Number	Weighted Average Exercise Price
Outstanding, July 31, 2022	70,617,130	$0.21	8,200,000	$0.17
Additions	25,769,571	$0.07	-	-
Expired/Cancelled	(4,144,721)	$0.25	(650,000)	$0.20
Outstanding, July 31, 2023	92,241,980	$0.17	7,550,000	$0.17
Expired/Cancelled	(28,483,854)	$0.23	(1,800,000)	$0.26
Outstanding, July 31, 2024	63,758,126	$0.09	5,750,000	$0.14
Exercisable, July 31, 2024	63,758,126	$0.09	5,750,000	$0.14

The weighed average contractual life of the share purchase warrants and the incentive stock options as at July 31, 2024 are 1.33 years and 2.79 years respectively.

9. RELATED PARTY TRANSACTIONS

Key Management Compensation

Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly. Key management personnel include the Company's executive officers and Board of Director members.

The aggregate amount of expenditures paid or payable to key management personnel (directors, former directors or companies with common directors) was as follows:

	2024		2023
Consulting fees	$	286,500	$ 299,000
	$	286,500	$ 299,000

As at July 31, 2024, included in receivables is $753 (2023 - $Nil) due from related parties and in accounts payable and accrued liabilities is $3,350 (2023 - $7,630) due to related parties.

Administrative agreement

The Company operates from the premises of a private company owned by a director that provides office and administrative services to the Company and various other public companies on a short-term contract basis. The private company incurs costs which are reimbursed by the Company, no administration fee is charged.

Consulting agreement

During fiscal 2019, the Company entered into consulting agreements with two directors and an officer which contain a contingent obligation, exercisable at the option of the consultant, to pay a termination fee to each individual in the event of certain conditions involving concentrations of ownership of voting securities of the Company.

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ROCKRIDGE RESOURCES LTD.

NOTES TO THE FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

FOR THE YEAR ENDED JULY 31, 2024

10. INCOME TAXES

A reconciliation of current income taxes at statutory rates with the reported taxes is as follows:

	2024		2023
Loss before income taxes	$	(520,070)	$ (728,382)
Combined Canadian federal and provincial statutory rate		27%	27%
Expected income tax recovery at statutory rates		(140,000)	(197,000)
Change in statutory, foreign tax, foreign exchange rates and other Permanent differences		-	-
Impact of flow through shares		-	118,000
Share issue costs		-	(12,000)
Adjustment to prior years provision versus statutory tax returns and expiry of capital losses		-	(16,000)
Change in unrecognized deductible temporary differences		158,000	151,000
Total deferred tax recovery	$	-	$

The Company has the following deferred tax assets and liabilities for which no benefit has been recognized as they may not be used to offset table profits elsewhere in the group and they have arisen in companies that have a history of losses.

The significant components of the Company's deferred tax assets (liabilities) are as follows:

	2024		2023
Exploration and evaluation assets	$	(771,000)	$ (771,000)
Non-capital losses available for future periods		771,000	1,702,000
Share issue costs		-	40,000
		771,000	971,000
Unrecognized deferred tax assets		(771,000)	(971,000)
Net deferred tax assets	$	-	$ -

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

Significant components of deductible and taxable temporary differences, unused tax losses and unused tax credits that have not been included on the statement of financial position are as follows:

	2024	Expiry dates	2023
Non-capital losses available for future periods	$ 4,103,000	2035 to 2044	$ 3,448,000
Share issue costs	83,000	2045 to 2047	150,000
	$ 4,186,000		$ 6,435,000

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ROCKRIDGE RESOURCES LTD.
NOTES TO THE FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
FOR THE YEAR ENDED JULY 31, 2024

11. SUPPLEMENTAL DISCLOSURES WITH RESPECT TO CASH FLOWS

The significant non cash transactions during the year ended July 31, 2024 include:

a) Included in accounts payable is $203 in exploration and evaluation assets.

The significant non cash transactions during the year ended July 31, 2023 include:

a) The issuance of 1,000,000 common shares valued at $50,000 for exploration and evaluation assets;
b) Granting 721,000 finders’ warrants valued at $8,084 as share issue costs through reserves;
c) Incurring exploration and evaluation asset expenditures of $116,785 through accounts payable and accrued liabilities.

12. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

Fair value estimates of financial instruments are made at a specific point in time, based on relevant information about financial markets and specific financial instruments. As these estimates are subjective in nature, involving uncertainties and matters of significant judgment, they cannot be determined with precision. Changes in assumptions can significantly affect estimated fair values.

The fair values of cash, receivables and accounts payable and accrued liabilities approximate their carrying values due to the short-term nature of the instruments.

Financial risk factors

The Company’s risk exposures and the impact on the Company’s financial instruments are summarized below:

Credit risk

Credit risk is the risk of loss associated with a counterparty’s inability to fulfill its payment obligations. The Company’s credit risk is primarily attributable to cash and receivable. Management believes that the credit risk concentration with respect to financial instruments included in receivables is remote because these instruments are due primarily from government agencies.

Market risk

Market risk is the risk of loss that may arise from changes in market factors such as interest rates, foreign exchange rates, and commodity and equity prices. These fluctuations may be significant.

Liquidity risk

The Company’s approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when they come due. As at July 31, 2024, the Company had a cash balance of $171,045 to settle current liabilities of $25,938. The Company does not believe it is currently exposed to any significant liquidity risk.

(a) Interest rate risk

The Company has cash balances held with financial institutions. The Company’s current policy is to invest excess cash in short-term demand treasury bills issued by the Government of Canada and term deposits with its banking institutions. The Company periodically monitors the investments it makes and is satisfied with the credit ratings of its banks.

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ROCKRIDGE RESOURCES LTD.

NOTES TO THE FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

FOR THE YEAR ENDED JULY 31, 2024

12. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (cont'd.)

(b) Foreign currency risk

The Company is not currently exposed to significant foreign currency risk as most transactions are denominated in Canadian dollars.

(c) Price risk

The Company is exposed to price risk with respect to commodity prices. Changes in commodity prices will impact the economics of development of the Company's mineral properties. The Company closely monitors commodity prices to determine the appropriate course of action to be taken.

13. CAPITAL MANAGEMENT

The Company manages its capital structure and makes adjustments to it, based on the funds available to the Company, in order to support the acquisition and exploration of mineral properties. The Board of Directors does not establish quantitative return on capital criteria for management, but rather relies on the expertise of the Company's management to sustain future development of the business. The Company defines capital that it manages as shareholders' equity.

The properties in which the Company currently has an option interest are in the exploration stage; as such the Company intends to rely on the equity markets to fund its activities. The Company will continue to assess new properties and seek to acquire an interest in additional properties if it feels there is sufficient geologic or economic potential and if it has adequate financial resources to do so.

Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable. The Company is not subject to any externally imposed capital restrictions.

14. SUBSEQUENT EVENTS

On September 30, 2024, the Company announced that they have entered into a business combination agreement (the "Business Combination Agreement") with Eros Resources Corp. ("Eros") and MAS Gold Corp. ("MAS") to combine the companies in a three-way merger transaction (the "Transaction"). Pursuant to the Transaction, Eros will acquire all of the issued and outstanding shares of both Rockridge and MAS that it does not already own by way of two plans of arrangement under the Business Corporations Act (British Columbia).

Pursuant to the Transaction, shareholders of Rockridge will receive 0.375 common shares of Eros (each full share, an "Eros Share") for each Rockridge common share (a "Rockridge Share") held and shareholders of MAS Gold will receive 0.25 Eros Shares for each MAS Gold common share (a "MAS Gold Share") held. Upon closing of the Transaction, existing Eros shareholders will own approximately $42.37\%$ of the combined company, existing MAS Gold shareholders will own approximately $37.33\%$ of the combined company, and existing Rockridge shareholders will own approximately $20.30\%$ (based on the current issued and outstanding shares of each of the companies).

The Arrangements will each require the approval of at least $662/3\%$ of the votes cast by the shareholders of each of MAS and Rockridge at each of their upcoming special meetings of shareholders.