Rokmaster Resources Corp. — Interim / Quarterly Report 2023

May 29, 2023

ROKMASTER RESOURCES CORP.

INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2023

(Unaudited – Prepared by Management)

(Stated in Canadian Dollars Unless Noted Otherwise)

NOTICE TO READER

These condensed interim consolidated financial statements have been prepared by the management of Rokmaster Resources Corp. and have not been reviewed by the auditors of Rokmaster Resources Corp.

Rokmaster Resources Corp. Interim Consolidated Statements of Financial Position

(Unaudited – Prepared by Management)

(Stated in Canadian Dollars Unless Noted Otherwise)

		As at		As at
ASSETS		March 31, 2023	December 31, 2022
Current assets:
Cash	$	356,639	$	33,180
Amounts receivable_(Note 5)_		36,342		214,467
Prepaids		110,651		161,802
		503,632		409,449
Non-current assets:
Reclamation bonds_(Note 6)_		64,750		64,750
Mineral interests_(Note 7a)_		6,603,891		6,103,891
Total Assets	$	7,172,273	$	6,578,090
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued liabilities_(Note 10)_	$	1,063,592	$	1,038,316
Deferred share premium liability		-		-
Total Liabilities		1,063,592		1,038,316
SHAREHOLDERS’ EQUITY
Share capital(Note 9)		22,562,057		21,718,497
Share-based payments reserve		13,316,975		13,283,373
Accumulated deficit		(29,770,351)		(29,462,096)
Total Shareholders’ Equity		6,108,681		5,539,774
Total Liabilities and Shareholders’ Equity	$	7,172,273	$	65,780,090

Nature of Operations and Going Concern (Note 1) Contingency (Note 13) Events After the Reporting Period (Note 15)

ON BEHALF OF THE BOARD:

“John Mirko” , Director “Michael Cowin” , Director

• See Accompanying Notes to the Interim Consolidated Financial Statements -

2

Rokmaster Resources Corp. Interim Consolidated Statements of Loss and Comprehensive Loss

(Unaudited – Prepared by Management)

(Stated in Canadian Dollars Unless Noted Otherwise)

		For the		For the
		Three months ended		Three months ended
		March 31, 2023		March 31,2022
Expenses
Consulting fees_(Note 10)_	$	120,420	$	122,180
Corporate listing and filings fees		14,225		5,357
Exploration and evaluation expenditures_(Note 7b)_		50,551		878,014
Office and general		18,525		12,887
Professional fees		12,086		16,836
Rent		8,100		8,100
Travel, public and shareholder relations and conferences		84,348		39,966
Loss From Operations		(308,255)		(1,083,340)
Net Loss and Comprehensive Loss for the Period		(308,255)		(1,083,340)
Basic Loss per Common Share	$	(0.00)	$	(0.01)
Weighted Average Number of Common Shares Outstanding		145,817,245		120,556,919

• See Accompanying Notes to the Interim Consolidated Financial Statements -

3

Rokmaster Resources Corp. Interim Consolidated Statements of Cash Flows

(Unaudited – Prepared by Management)

(Stated in Canadian Dollars Unless Noted Otherwise)

		For the		For the
	three	months ended	three months ended
		March 31, 2023		March31,2022
Operating Activities
Net loss for the period	$	(308,255)	$	(1,083,340)
Changes in non-cash working capital:
Amounts receivable		178,125		(68,562)
Prepaids and deposits		51,151		6,919
Accounts payable and accrued liabilities		25,276		17,497
Cash used in operating activities		(53,703)		(1,127,486)
Investing Activities
Acquisition of mineral interests		-		(4,000,000)
Cash used in investing activities		-		(4,000,000)
Financing Activities
Proceeds from share issuance		400,000		4,000,000
Share issue costs		(22,838)		(249,968)
Proceeds from exercise of options		-		5,000
Cash provided by financing activities		377,162		3,755,032
Net Increase (Decrease) in Cash		323,459		(1,372,454)
Cash- Beginning of the Period		33,180		4,656,633
Cash - End of the Period	$	356,639	$	3,284,179
Supplemental Schedule of Non-Cash Financing Activities
Fair value of warrants issued in connection with financing_(Note 9b)_	$	30,489	$	1,210,315
Fair value of finder’swarrantsinconnection with financing (Note 9b)	$	3,113	$	99,552

• See Accompanying Notes to the Interim Consolidated Financial Statements -

4

Rokmaster Resources Corp. Interim Consolidated Statements of Shareholders’ Equity

(Unaudited – Prepared by Management)

(Stated in Canadian Dollars Unless Noted Otherwise)

	Share	Capital	Capital
					Share-Based		Accumulated
	# of Shares		Amount	Payments Reserve			Deficit		**Total **
Balance at December 31, 2021	112,856,619	$	18,159,747	$	11,143,458	$	(23,690,803)	$	5,612,402
Shares issued for cash	16,000,000		4,000,000		-		-		4,000,000
Share issue costs	-		(349,520)		99,552		-		(249,968)
Shares issued from exercise of options	50,000		8,986		(3,986)		-		5,000
Fair value of warrants issued from financing	-		(1,210,315)		1,210,315		-		-
Net loss for the period	-		-		-		(1,083,340)		(1,083,340)
Balance at March 31, 2022	128,906,619	$	20,608,898	$	12,449,339	$	(24,774,143)	$	8,284,094
Balance atDecember31,2022	139,695,023	$	21,718,497	$	13,283,373	$	(29,462,096)	$	5,539,774
Shares issued for cash	4,000,000		400,000		-		-		400,000
Share issue costs	-		(25,951)		3,113		-		(22,838)
Shares issued for mineral properties	5,000,000		500,000		-		-		500,000
Fair value of warrants issued from financing	-		(30,489)		30,489		-		-
Net loss for the period	-		-		-		(308,255)		(308,255)
Balance at March 31, 2023	148,695,023	$	22,562,057	$	13,316,975	$	(29,770,351)	$	6,108,681

• See Accompanying Notes to the Interim Consolidated Financial Statements -

5

Rokmaster Resources Corp. Notes to the Interim Consolidated Financial Statements (Unaudited – Prepared by Management) (Stated in Canadian Dollars Unless Noted Otherwise)

1. Nature of Operations and Going Concern

Rokmaster Resources Corp. (the “Company” or “Rokmaster”) was incorporated on December 21, 2010 under the Business Corporations Act (British Columbia). The Company is listed on the TSX Venture Exchange (“TSX.V”) under the symbol “RKR”, on the OTCQB in the USA under the symbol “RKMSF” and on the Frankfurt Stock Exchange under the symbol “1RR1.” The Company’s head office, principal address and records office is located at 615 – 625 Howe Street, Vancouver, British Columbia, Canada V6C 2T6. The Company’s registered address is located at Suite 2300, Bentall 5, 550 Burrard Street, Vancouver, British Columbia, Canada V6C 2B5. Rokmaster is primarily engaged in the acquisition of mineral resource properties and the exploration and development of such properties for minerals. Minerals of interest to the Company include precious metals, base metals and industrial minerals.

These condensed interim consolidated financial statements have been prepared on the basis that the Company will continue as a going concern, which assumes that the Company will be able to meet its commitments, continue operations, and realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has incurred losses since inception, has no recurring source of revenue, has an accumulated deficit of $29,770,351 and a working capital deficiency of $559,960 at March 31, 2023. These material uncertainties cast significant doubt upon the Company’s ability to continue as a going concern.

The Company will need to raise sufficient funds as the Company’s current assets are not sufficient to finance its operations and administrative expenses. The Company is evaluating financing options including, but not limited to, the issuance of additional equity and debt. The Company has no assurance that such financing will be available or be available on favourable terms. Factors that could affect the availability of financing include the Company’s performance (as measured by numerous factors including the progress and results of its projects), the state of international debt and equity markets, investor perceptions and expectations and the global financial and metals markets.

These condensed interim consolidated financial statements do not reflect the adjustments to the carrying values of assets and liabilities and the reported expenses and statement of financial position classifications that would be necessary were the going concern assumption inappropriate, and these adjustments could be material.

2. Basis of Presentation

a. Statement of Compliance

These condensed interim consolidated financial statements were prepared in accordance with International Accounting Standards 34, Interim Financial Reporting (“IAS 34”), using accounting policies consistent with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”).

The remainder of this page was left intentionally blank

6

Rokmaster Resources Corp. Notes to the Interim Consolidated Financial Statements (Unaudited – Prepared by Management) (Stated in Canadian Dollars Unless Noted Otherwise)

2. Basis of Presentation - Continued

a. Statement of Compliance - Continued

The accounting policies and methods of application applied by the Company in these condensed interim consolidated financial statements are the same as those applied in the Company’s most recent annual consolidated financial statements as at and for the year ended December 31, 2022, except for those policies which have changed as a result of the adoption of new and amended IFRS pronouncements effective January 1, 2023.

These condensed interim consolidated financial statements do not include all of the information required for full annual financial statements and therefore should be read in conjunction with the Company’s most recent annual consolidated financial statements as at and for the year ended December 31, 2022. The effects of the adoption of new and amended IFRS pronouncements have been disclosed in Note 3 of these condensed interim consolidated financial statements.

b. Approval of the Financial Statements

The condensed interim consolidated financial statements of Rokmaster for the three months ended March 31, 2023 were reviewed by the Audit Committee and approved and authorized for issue by the Board of Directors on May 29, 2023.

3. New, Amended and Future IFRS Pronouncements

IAS 1 – Presentation of Financial Statements

An amendment to IAS 1 was issued in January 2020 and applies to annual reporting periods beginning on or after January 1, 2023. The amendment clarifies the criterion for classifying a liability as non-current relating to the right to defer settlement of a liability for at least 12 months after the reporting period.

The Company adopted IAS 1 effective January 1, 2022 and the adoption had no impact on the Company’s results of operations, financial position, and disclosures.

The remainder of this page was left intentionally blank

7

Rokmaster Resources Corp. Notes to the Interim Consolidated Financial Statements (Unaudited – Prepared by Management) (Stated in Canadian Dollars Unless Noted Otherwise)

4. Critical Accounting Estimates and Judgments

The preparation of financial statements requires management to use judgment in applying its accounting policies and estimates and assumptions about the future. Estimates and other judgments are continuously evaluated and are based on management’s experience and other factors, including expectations about future events that are believed to be reasonable under the circumstances. The following discusses the most significant accounting judgments and estimates that the Company has made in these financial statements.

Carrying Value of Deferred Mineral Interests

The Company has capitalized the cost of acquiring mineral property interests and has classified these interests as mineral interests in its statement of financial position. Mineral interests are expensed in the period in which the Company determines that the mineral property interests have no future economic value. Mineral interests may also be written down if future cash flow, including potential sales proceeds and option payments, related to the property are estimated to be less than the carrying value of the property. The Company reviews the carrying value of its mineral interests periodically, and whenever events or changes in circumstances indicate that the carrying value may not be recoverable, reductions in the carrying value of each property would be recorded to the extent that the carrying value of the investment exceeds the property’s estimated fair value. Such events or changes in circumstances involve changes in political risk, economic risk, commodity prices, exchange rates, and interest rates among others.

The Company has determined that there is no impairment in the carrying value of the Big Copper, Duncan Lake Zinc-Lead and Revel Ridge properties.

Deferred Tax Assets

Deferred income tax asset carrying amounts depend on estimates of future taxable income and the likelihood of reversal of timing differences. Where reversals are expected, estimates of future tax rates will be used in the calculation of deferred tax asset carrying amounts. Potential tax assets were deemed not to be recoverable at the current year end.

Going Concern

Management assesses the Company’s ability to continue as a going concern in relation to its ability to raise funds.

5. Amounts Receivable

		March	31, 2023	December	31, 2022
Sales tax receivable	$		36,342	$	214,467
Total	$		36,342	$	214,467

The Company expects full recovery of the amounts outstanding and therefore, no allowance has been recorded against these receivables and all were recorded.

8

Rokmaster Resources Corp. Notes to the Interim Consolidated Financial Statements (Unaudited – Prepared by Management) (Stated in Canadian Dollars Unless Noted Otherwise)

6. Reclamation Bonds

As at March 31, 2023, the Company had deposited $3,500 (December 31, 2022 - $3,500) into a guaranteed investment certificate (GIC) with a Canadian financial institution as part of a Safe Keeping Agreement entered into by the Company for the Big Copper Property. The GIC is being held to the order of the B.C. Ministry of Energy and Mines (the “BC MEM”) and yields an annual interest rate of 0.90%.

The Company also provided the BC MEM reclamation bonds of $21,500 (December 31, 2022 - $21,500) with respect to the Duncan Lake Zinc-Lead Project and $39,750 (December 31, 2022 - $39,750) with respect to the Revel Ridge Project.

7. Mineral Interests

• a. Details of mineral interests capitalized for the three months ended March 31, 2023 and year ended December 31, 2022 are as follows:

		Duncan Lake(1)	Big	Copper(1)		Revel Ridge		Total
Balance – December 31, 2021	$	646,000	$	69,500	$	1,271,000	$	1,986,500
Cash		-		-		4,000,000	$	4,000,000
Shares		-		-		117,391		117,391
Balance – December 31, 2022	$	646,000	$	69,500	$	5,388,391	$	6,103,891
Shares		500,000		-		500,000		500,000
Balance – March 31, 2022	$	1,146,000	$	69,500	$	5,888,391	$	6,603,891

(1) In January 2022, the Company announced its plan to spin out its interests in the Duncan Lake Zinc-Lead Project (Note 7d) and Big Copper Project (Note 7e) to its wholly owned subsidiary, 4Metals Exploration Ltd.

• b. Details of cumulative exploration and evaluation expenditures for the three months ended March 31, 2023 and 2022 are as follows:

						Big Copper
						and Other
						Exploration
		Revel Ridge	Duncan Lake		Expenditures
		(Note 7c)		(Note 7d)	(Notes 7e & 7f)			Total
Assessment	$	294,805	$	-	$	-	$	294,805
Environmental		4,594		-		-		4,594
Field costs		47,918		-		-		47,918
Geological and geotechnical
consulting		48,586		5,650		2,900		57,136
Metallurgy		2,154		-		-		2,154
Government assistance		(356,056)		-		-		(356,056)
Expenditures for the period		42,001		5,650		2,900		50,551
Balance–beginning ofperiod		14,952,117		524,983		2,758,400		18,235,500
Balance – March 31, 2023	**$ **	14,994,118	$	530,633	$	2,761,300	**$ **	18,286,051

9

Rokmaster Resources Corp. Notes to the Interim Consolidated Financial Statements

(Unaudited – Prepared by Management) (Stated in Canadian Dollars Unless Noted Otherwise)

7. Mineral Interests - Continued

						Big Copper
						and Other
						Exploration
		Revel Ridge	Duncan Lake		Expenditures
		(Note 7c)		(Note 7d)	(Notes 7e & 7f)			Total
Assaying and sampling	$	27,476	$	-	$	-	$	27,476
Drilling		240,538		112,417		-		352,955
Environmental		14,471		-		-		14,471
Field costs		259,917		19,152		219		279,288
Geological and geotechnical
consulting		99,452		14,650		3,050		117,152
Metallurgy		86,672		-		-		86,672
Expenditures for the period		728,526		146,219		3,269		878,014
Balance–beginning of period		10,446,935		182,261		2,752,556		13,381,752
Balance – March 31, 2022	**$ **	11,175,461	$	328,480	$	2,755,825	**$ **	14,259,766

• c. Revel Ridge Project, Canada

On February 24, 2020, the Company received TSX.V approval of its definitive option agreement (the “Option Agreement”) dated December 23, 2019 with Huakan International Mining Inc. (“Huakan”) and Huakan’s shareholders pursuant to which Huakan has granted to the Company an option (the “Option”) to acquire a 100% interest in Huakan’s J&L Property in southeastern British Columbia (the “Project”). The Company can exercise the Option by paying Huakan in cash on the following schedule (the “Option Period”):

1. $200,000 (paid) within 5 business days of the date on which the Company has obtained TSX.V acceptance of the Option Agreement (the “Effective Date”);

2. an additional $1,000,000 (paid) within 5 business days of the first anniversary of the Effective Date;

3. an additional $4,000,000 (paid) within 5 business days of the second anniversary of the Effective Date;

4. an additional $6,000,000 within 5 business days of the third anniversary of the Effective Date which has been extended to February 25, 2024, at which time a penalty of $400,000 will also be due as consideration for the extension pursuant to an amending agreement dated January 30, 2023 (the “Amending Agreement”);

5. an additional $13,000,000 within 5 business days of the fourth anniversary of the Effective Date; and

6. an additional $20,000,000 within 5 business days of the fifth anniversary of the Effective Date.

Pursuant to the Amending Agreement, the Company also agreed to complete an updated preliminary economic assessment and an updated mineral resource estimate on the Project on or before December 31, 2023 and failing which the Company shall pay Huakan the penalty no later than December 31, 2023, and such payment will be deductible from the total option payment due on February 25, 2024.

A finder's fee equal to 3% of the value of any cash payment made by the Company to Huakan pursuant to the Option Agreement is payable in cash or shares of the Company, at the Company's option. During the year ended December 31, 2022, the Company issued 521,739 shares valued at $117,391 to the finder.

10

Rokmaster Resources Corp. Notes to the Interim Consolidated Financial Statements (Unaudited – Prepared by Management) (Stated in Canadian Dollars Unless Noted Otherwise)

7. Mineral Interests - Continued

• d. Duncan Lake Zinc-Lead Property, Canada

On January 17, 2017, the Company completed its acquisition of a 100% interest in the Duncan Lake Zinc-Lead Property located in the Slocan Mining Division in southeast British Columbia, Canada (the “Property” or “Duncan Lake”) approximately 64 km north of Kaslo, British Columbia (the “Acquisition”), pursuant to a property purchase agreement dated November 2, 2016 (the “Purchase Agreement”) with John (Jack) Denny, Robert Denny and Graeme Haines (collectively, the “Sellers”). The Property consists of nine contiguous mineral claims covering 1,648 hectares along the strike extension of Teck Resources Ltd.’s (“Teck”) historical Duncan Mine property and is 148 km by road northeast of Teck’s smelter in Trail, British Columbia.

Under the Purchase Agreement, Rokmaster provided the following aggregate consideration to the Sellers at closing in exchange for the Property:

• an aggregate of 2,400,000 common shares of the Company were issued on the date of closing of the Acquisition;

• an aggregate of 7,200,000 Special Warrants that have various terms and exercise provisions; and

• a 2.5% net smelter returns royalty on gold, silver, lead and zinc bearing ores produced from the Property. The Company has the option to reduce the existing NSR of 2.5% to 0.5% by making cash payments of $1,200,000 for each 1% increment at any time.

Pursuant to a termination agreement between the Company and the Sellers and as consideration for the Company’s issuance of an aggregate of 3,000,000 common shares to the Sellers on January 16, 2023, all of the 7,200,000 Special Warrants and the 2.5% NSR were cancelled.

On March 3, 2017, the Company completed its acquisition of a 100% interest in a certain British Columbia Mineral Tenure located in the Slocan Mining Division by issuing 50,000 Company common shares. The mineral claim adjoins the Duncan Lake Zinc Project.

On September 20, 2017, the Company entered into a Property Purchase Agreement (the “PPA”), to acquire a 100% interest in 11 mineral claims totaling 640 hectares by issuing 90,000 Company common shares and a 2.5% Net Smelter Return Royalty (“NSR”) in favor of the arms-length seller. The NSR is subject to a buy-back provision providing the Company with the exclusive option, at any time if it so chooses, to purchase 1% NSR upon payment of $500,000 and the remaining balance of 1.5% NSR upon payment of an additional $500,000. The mineral claims are south of and adjacent to the Company’s Duncan Lake Zinc Project.

On January 16, 2023, the Company completed its acquisition of a 100% interest in two important claim blocks totaling 1,627 hectares south of the Duncan Lake Project by issuing 2,000,000 common shares to the vendors.

11

Rokmaster Resources Corp. Notes to the Interim Consolidated Financial Statements (Unaudited – Prepared by Management) (Stated in Canadian Dollars Unless Noted Otherwise)

7. Mineral Interests - Continued

• e. Big Copper Property, Canada

On February 16, 2012, the Company entered into an Option Agreement (the “Big Copper Option”) to earn a 100% undivided interest in certain mining claims, more particularly known as the Big Copper Property (“Big Copper”). Big Copper is located in the Fort Steele and Slocan Mining Divisions, British Columbia, Canada. To earn a 100% interest in Big Copper, the Company may, at its option, pay the following aggregate consideration over three years: paid $45,000 in total cash payments and issued 40,000 common shares in total (fair value - $24,500). On September 30, 2015, the parties mutually terminated the Big Copper Option and agreed to have the following share ownership to the Big Copper Property: 55% to Rokmaster and 45% to the vendors.

• f. Other Properties

The Company incurs exploration and evaluation expenditures in assessing the suitability of properties available for option or acquisition within North America and Latin America. The beginning balance in the schedule includes past projects written-off or terminated by the Company.

As at March 31, 2023, the Company has no other options to acquire interests in any mineral properties.

8. Accounts Payable and Accrued Liabilities

		March 31, 2023	December 31, 2022	December 31, 2022
Trade payables	$	986,187	$	940,911
Accrued expenses		75,415		95,415
Other		1,990		1,990
Total	$	1,063,592	$	1,038,316

9. Share Capital

• a. Authorized: Unlimited number of common shares without par value.

• b. Private Placements

For the period ended March 31, 2023:

On February 16, 2023, the Company closed a non-brokered private placement with the issuance of 4,000,000 non-flow-through units at a price of $0.10 per unit for gross proceeds of $400,000. Each unit is comprised of one common share and one-half common share purchase warrant with an exercise price of $0.175 for a period of one year expiring on February 16, 2024, subject to an accelerated expiry date, which comes into effect when the trading price on the TSX.V of the Company’s common shares closes at or above $0.25 per share during any 10 consecutive trading day period commencing four months plus one day after the date of issuance. In such an event, the Company will issue a news release announcing such acceleration and the expiry date of the warrants will be 30 days from the date of the news release

12

Rokmaster Resources Corp. Notes to the Interim Consolidated Financial Statements (Unaudited – Prepared by Management) (Stated in Canadian Dollars Unless Noted Otherwise)

9. Share Capital - Continued

• b. Private Placements - Continued

The warrants attached to this issuance have been valued at $30,489 based on the BlackScholes Method using the assumptions noted below:

Assumptions
Risk-free interest rate	4.20%
Expected stock price volatility	93.94%
Expected dividend yield	0.00%
Expected life of warrants	1year

In connection with this closing, the Company paid finder fees in cash of $18,865, issued 188,650 finder’s warrants with a fair value of $3,113 using the same Black Scholes assumptions above, having an expiry date of February 16, 2024 and an exercise price of $0.175 to purchase one common share of the Company and paid $3,973 in other share issuance costs.

For the year ended December 31, 2022:

On February 14, 2022, the Company closed a non-brokered private placement with the issuance of 10,853,000 non-flow-through units at a price of $0.25 per unit for gross proceeds of $2,713,250. Each unit is comprised of one common share and one common share purchase warrant with an exercise price of $0.45 for a period of two years expiring on February 14, 2024.

The warrants attached to this issuance have been valued at $854,410 based on the BlackScholes Method using the assumptions noted below:

Assumptions
Risk-free interest rate	1.51%
Expected stock price volatility	108.85%
Expected dividend yield	0.00%
Expected life of warrants	2years

In connection with this closing, the Company paid finder fees in cash of $150,378 and issued 601,510 finder’s warrants with a fair value of $69,121 using the same Black Scholes assumptions above, having an expiry date of February 14, 2024 and an exercise price of $0.45 to purchase one common share of the Company.

On February 23, 2022, the Company closed a non-brokered private placement with the issuance of 5,147,000 non-flow-through units at a price of $0.25 per unit for gross proceeds of $1,286,750. Each unit is comprised of one common share and one common share purchase warrant with an exercise price of $0.45 for a period of two years expiring on February 23, 2024.

13

Rokmaster Resources Corp. Notes to the Interim Consolidated Financial Statements

(Unaudited – Prepared by Management) (Stated in Canadian Dollars Unless Noted Otherwise)

9. Share Capital - Continued

• b. Private Placements - Continued

For the year ended December 31, 2022: - Continued

The warrants attached to this issuance have been valued at $355,905 based on the BlackScholes Method using the assumptions noted below:

Assumptions
Risk-free interest rate	1.57%
Expected stock price volatility	109.02%
Expected dividend yield	0.00%
Expected life of warrants	2years

In connection with this closing, the Company paid finder fees in cash of $79,590 and issued 318,360 finder’s warrants with a fair value of $30,431 using the same Black Scholes assumptions above, having an expiry date of February 23, 2024 and an exercise price of $0.45 to purchase one common share of the Company.

The Company also paid $20,000 in other cash share issue costs in closing the February 14 and 23, 2022 private placements.

The non-flow-through units issued on February 14 and 23, 2022 above are subject to an accelerated expiry date, which comes into effect when the trading price on the TSX.V of the Company’s common shares closes at or above $0.65 per share during any 10 consecutive trading day period commencing four months plus one day after the date of issuance. In such an event, the Company will issue a news release announcing such acceleration and the expiry date of the warrants will be 30 days from the date of the news release

On August 24, 2022, the Company closed a non-brokered financing (the “Financing”) with the issuance of 3,100,000 flow-through units (the “FT Units”) at a price of $0.15 per FT Unit and 7,166,665 non-flow-through units (the “NFT Units”) at a price of $0.12 per NFT unit (the “NFT Units”) for gross proceeds of $1,325,000.

Each FT Unit is comprised of one flow-through common share (the “FT Share”) plus one-half (1/2) non-transferable share purchase warrant (the “FT Warrant”) to purchase one non-flowthrough common share (a “Warrant Share”) at $0.25 per Warrant Share which expires on August 24, 2023. The FT Warrants are subject to an accelerated expiry date, at the Company’s option, which comes into effect when the trading price on the TSX Venture Exchange (the “Exchange”) of the Company’s common shares closes at or above $0.30 per share during any 10 consecutive trading day period commencing four months plus one day after the date of issuance.

Each NFT Unit is comprised of one common share plus one non-transferable share purchase warrant (the “NFT Warrant”) to purchase a Warrant Share at $0.20 which expires on August 24, 2023. The NFT Warrants are subject to an accelerated expiry date, at the Company’s option, which comes into effect when the trading price on the TSX Venture Exchange (the “Exchange”) of the Company’s common shares closes at or above $0.25 per share during any 10 consecutive trading day period commencing four months plus one day after the date of issuance.

14

Rokmaster Resources Corp. Notes to the Interim Consolidated Financial Statements (Unaudited – Prepared by Management) (Stated in Canadian Dollars Unless Noted Otherwise)

9. Share Capital - Continued

• b. Private Placements - Continued

For the year ended December 31, 2022: - Continued

The warrants attached to this issuance have been valued at $146,411 based on the BlackScholes Method using the assumptions noted below:

Assumptions
Risk-free interest rate	3.52%
Expected stock price volatility	77.03%
Expected dividend yield	0.00%
Expected life of warrants	1year

In connection with the closing of the Financing, the Company paid cash finder’s fees in aggregate of $88,100, and issued a total of 687,666 finder’s warrants (the “Finder’s Warrants”) to certain finders with a fair value of $12,906 using the same Black-Scholes assumptions above and of the total Finder’s Warrants issued, 186,000 has the same terms as the FT Warrants and 501,666 has the same terms as the NFT Warrants. The Company also paid $7,875 in other cash share issue costs.

On issuance of the FT shares on August 24, 2022, the Company recognized a premium valued at $77,500. The Company had incurred the full qualifying resource expenditures and had also filed its renunciation forms with an effective date of December 31, 2022, and therefore, reversed the premium liability and recognized a deferred tax recovery of $77,500 in the Company’s consolidated statement of loss and comprehensive loss for the year ended December 31, 2022.

c. Incentive Stock Options

The Company adopted a stock option plan, which authorizes the Board of Directors to grant share purchase options to acquire up to 10% of the issued and outstanding common shares of the Company. The exercise price of the options will not be less than the price of the Company’s shares at the date of grant. The options can be granted for a maximum of 10 years and the vesting of the options will be determined by the Board of Directors.

Details of issued and outstanding stock options are as follows:

	Number of	Weighted Average
	Options	ExercisePrice
Balance – December 31, 2021	7,600,000	$0.32
Granted	5,000,000	$0.20
Exercised	(50,000)	$0.10
Expired	(1,120,000)	$0.30
Balance – December 31, 2022 and March 31, 2023	11,430,000	$0.27

15

Rokmaster Resources Corp. Notes to the Interim Consolidated Financial Statements

(Unaudited – Prepared by Management) (Stated in Canadian Dollars Unless Noted Otherwise)

9. Share Capital - Continued

• c. Incentive Stock Options - Continued

At March 31, 2023, the following stock options were exercisable:

	Weighted Average		Weighted Average
Expiry Date	Exercise Price	Number of Options	Remaining Life in Years
June 12, 2023	$0.20	325,000	0.20
August 4, 2023	$0.30	1,500,000	0.35
July 15, 2024	$0.50	425,000	1.29
April 20, 2025	$0.15	875,000	2.06
December 28, 2025	$0.45	2,180,000	2.75
October 18, 2026	$0.45	500,000	3.55
June 21, 2027	$0.20	5,000,000	4.23
January 2, 2030	$0.10	625,000	6.76
		11,430,000	3.15

• d. Share Purchase Warrants

Details of issued and outstanding share purchase warrants are as follows:

		Weighted Average
	Numberof Warrants	ExercisePrice
Balance – December 31, 2021	45,829,720	$0.41
Issued	24,716,665	$0.36
Expired	(23,366,908)	$0.48
Balance – December 31, 2022	47,179,477	$0.35
Issued	2,000,000	$0.175
Expired	(575,000)	$0.48
Balance – March 31, 2023	48,604,477	$0.34

At March 31, 2023, the following share purchase warrants were exercisable:

	Weighted Average		Weighted Average
Expiry Date	Exercise Price	Number of Warrants	Remaining Life in Years
May 22, 2023(1)	$0.30	17,393,926	0.15
June 11, 2023	$0.30	658,182	0.20
August 24, 2023	$0.20	7,166,665	0.40
August 24, 2023	$0.25	1,550,000	0.40
December 29,2023	$0.50	3,835,704	0.75
February 14, 2024	$0.45	10,853,000	0.88
February 16, 2024	$0.175	2,000,000	0.89
February 23, 2024	$0.45	5,147,000	0.91
		48,604,477	0.74

(1) These share purchase warrants expired without exercise subsequent to March 31, 2023.

16

Rokmaster Resources Corp. Notes to the Interim Consolidated Financial Statements

(Unaudited – Prepared by Management) (Stated in Canadian Dollars Unless Noted Otherwise)

9. Share Capital - Continued

• e. Finder’s Options

Details of issued and outstanding finders’ options are as follows:

	Exercise	Number of
	price	Finders’Options	ExpiryDate
Balance – December 31, 2020		1,685,875
Exercised		(100,000)
Balance – December 31, 2021 and 2022
and March 31, 2023	$0.22	1,585,875(1)	May 22 – June 11, 2023

(1) Subsequent to March 31, 2023, 1,545,075 of these finder’s options expired without exercise.

• f. Finders’ Warrants

Details of issued and outstanding finders’ warrants are as follows:

		Weighted Average
	Number of Warrants	Exercise Price
Balance – December 31, 2021	1,831,010	$0.40
Issued	1,607,536	$0.35
Expired	(1,562,383)	$0.39
Balance – December 31, 2022	1,876,163	$0.37
Issued	188,650	$0.175
Expired	(40,250)	$0.32
Balance – March 31, 2023	2,024,563	$0.35

At March 31, 2023, the following finders’ warrants were exercisable:

	Weighted Average		Weighted Average
Expiry Date	Exercise Price	Number of Warrants	Remaining Life in Years
August 24, 2023	$0.20	501,666	0.40
August 24, 2023	$0.25	186,000	0.40
December 29,2023	$0.50	228,377	0.75
February 14, 2024	$0.45	601,510	0.88
February 16, 2023	$0.175	188,650	0.89
February 23, 2024	$0.45	318,360	0.91
		2,024,563	0.71

10. Related Party Transactions

As at March 31, 2023, the Company’s related parties consist of the Company’s directors and companies controlled by executive officers and directors of the Company.

	Nature of Transaction
0909074 B.C. Ltd. (“0909074”)	Management – Officer
Trillium Financial Ltd. (“Trillium”)	Management - Officer
First Geolas Consulting (“First Geolas”)	Management - Officer
Other Directors	Directorship

17

Rokmaster Resources Corp. Notes to the Interim Consolidated Financial Statements

(Unaudited – Prepared by Management) (Stated in Canadian Dollars Unless Noted Otherwise)

10. Related Party Transactions - Continued

The Company incurred fees and expenses in the normal course of operations in connection with companies controlled by key management and directors. Details are as follows:

			For the		For the
		three	months ended	three months ended
	Notes		March 31, 2023		March 31, 2022
Consulting and director fees	(i)	$	114,600	$	94,200
Geological consulting fees included in
exploration and evaluation expenditures	(ii)		28,225		39,950
		$	142,825	$	134,150

• (i) During the three months ended March 31, 2023, the Company paid or accrued management consulting fees $33,600 (2022 - $13,200) to the Company’s CEO, management and financial consulting fees of $45,000 (2022 - $45,000) to 0909074, management consulting fees of $24,000 (2022 - $24,000) to Trillium and director fees of $12,000 (2022 - $12,000).

• (ii) During the three months ended March 31, 2023, the Company paid or accrued geological consulting fees of $8,000 (2022 - $39,950) to the Company’s CEO and $20,225 (2022 - $nil) to First Geolas.

Included in accounts payable and accrued liabilities as at March 31, 2023 are:

• $621,292 (December 31, 2022 - $602,862) owing to the Company’s CEO for reimbursable expenses and management and geological consulting fees;

• $141,750 (December 31, 2022 - $94,500) owing to 0909074 for management and financial consulting fees;

• $9,048 (December 31, 2022 - $9,248) owing to First Geolas for reimbursable expenses and management and geological consulting fees; and

• $nil (December 31, 2022 - $843) owing to a director of the Company for reimbursable expenses.

Compensation of Key Management Personnel

Key management personnel are those persons that have authority and responsibility for planning, directing and controlling the activities of the Company, directly and indirectly, and by definition include the directors of the Company.

The remuneration of the Company’s key management personnel for the three months ended March 31, 2023 and 2022 are as follows:

			March 31,		March 31,
	Notes		2023		2022
Management, director and geological consulting fees	(i)	$	142,825	$	134,150
Total		$	142,825	$	134,150

(i) Management, director and geological consulting fees include those disclosed in the table above.

Key management personnel were not entitled to post-employment, termination or other long-term benefits during the three months ended March 31, 2023 and 2022. The above transactions occurred in the normal course of operations and are measured at the exchange amount, which is the amount of consideration established and agreed to by the parties.

18

Rokmaster Resources Corp. Notes to the Interim Consolidated Financial Statements

(Unaudited – Prepared by Management) (Stated in Canadian Dollars Unless Noted Otherwise)

11. Capital Management

The Company primarily considers shareholders’ equity in the management of its capital. The Company manages its capital structure and makes adjustments to it based on funds available to the Company, in order to support exploration and development of mineral properties. The Board of Directors has not established quantitative capital structure criteria management, but will review on a regular basis the capital structure of the Company to ensure its appropriateness to the stage of development of the business.

The Company’s objectives when managing capital are:

• To maintain and safeguard its accumulated capital in order to provide an adequate return to shareholders by maintaining sufficient level of funds, to support continued evaluation and maintenance of the Company’s existing properties, and to acquire, explore and develop other precious metals, base metals and industrial mineral deposits;

• To invest cash on hand in highly liquid and highly rated financial instruments with high credit quality issuers, thereby minimizing the risk and loss of principal; and

• To obtain the necessary financing if and when it is required.

The properties in which the Company currently holds an interest is in the exploration stage and the Company is dependent on external financing to explore and take the project to development. In order to carry out planned exploration and development and pay for administrative costs, the Company will spend its existing working capital and attempt to raise additional amounts as needed. Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable.

In order to facilitate the management of capital and development of its mineral properties, the Company‘s management informs the Board of Directors as to the quantum of expenditures for review and approval prior to commencement of work. In addition, the Company may issue new equity, incur additional debt, enter into joint venture agreements or dispose of certain assets. When applicable, the Company’s investment policy is to hold cash in interest bearing accounts at high credit quality financial institutions to maximize liquidity. In order to maximize ongoing development efforts, the Company does not pay dividends. The Company expects to continue to raise funds, from time to time, to continue meeting its capital management objectives.

There were no changes in the Company’s approach to capital management during the three months ended March 31, 2023 compared to the year ended to December 31, 2022. The Company is not subject to externally imposed capital requirements. Further information relating to management of capital is disclosed in Note 1.

12. Financial Instruments

Classification and Measurement

The Company classifies its cash, amounts receivable (excluding sales tax receivable) and reclamation bonds as financial assets measured at amortized costs. Accounts payable and accrued liabilities are classified as other financial liabilities measured at amortized cost.

As of March 31, 2023, the statement of financial position carrying amounts of these financial instruments closely approximate their fair values, except for accounts payable and accrued liabilities where the fair value may be less than carrying amounts due to liquidity risks (Note 1).

19

Rokmaster Resources Corp. Notes to the Interim Consolidated Financial Statements (Unaudited – Prepared by Management) (Stated in Canadian Dollars Unless Noted Otherwise)

12. Financial Instruments - Continued

The Company classifies financial instruments recognized at fair value in accordance with a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below:

Level 1 – Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

Level 2 – Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; and Level 3 – Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).

The following provides the valuation method of the Company’s financial instruments as at March 31, 2023 and December 31, 2022:

		As at		As at
	March 31, 2023		December31,2022
Financial assets at amortized cost	$	421,389	$	97,930
Other financial liabilities at amortized cost	$	1,063,592	$	1,038,316

Financial Risk Management

The Company’s activities expose it to a variety of financial risks including credit risk, liquidity risk and market risk.

Credit Risk - Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss. Financial instruments that potentially subject the Company to credit risk consist of cash, short-term investment, reclamation bonds and amounts receivable. The carrying amount of financial assets recorded in the consolidated financial statements, net of any allowances for losses, represents the maximum exposure to credit risk.

The Company deposits its cash with a high credit quality major Canadian financial institution as determined by ratings agencies. The Company does not invest in asset-backed deposits or investments and does not expect any credit losses. To reduce credit risk, the Company regularly reviews the collectability of its amounts receivable and establishes an allowance based on its best estimate of potentially uncollectible amounts. The Company historically has not had difficulty collecting its amounts receivable.

Liquidity Risk - Liquidity risk is the risk that an entity will encounter difficulty in raising funds to meet commitments associated with financial instruments. The Company attempts to manage liquidity risk by maintaining a sufficient cash balance. As at March 31, 2023, the Company had cash of $356,639 to settle current liabilities of $1,063,592. Further information relating to liquidity risk is disclosed in Note 1.

Market Risks - The significant market risks to which the Company is exposed are currency and interest rate risks. The operating results and financial position of the Company are reported in Canadian dollars. As the Company conducts exploration and property examinations in other countries outside of Canada, some of the Company’s transactions are denominated in currencies other than the Canadian dollar. The results of the Company’s operations are subject to currency transaction and translation risks.

20

Rokmaster Resources Corp. Notes to the Interim Consolidated Financial Statements

(Unaudited – Prepared by Management) (Stated in Canadian Dollars Unless Noted Otherwise)

12. Financial Instruments - Continued

The Company has not entered into any agreements or purchased any foreign currency hedging arrangements to hedge possible currency risks at this time. Management believes the foreign exchange risk derived from currency conversions for property examinations incurred in other countries outside of Canada is not significant and therefore does not hedge its foreign exchange risk.

Interest rate risk is the risk that the future cash flows of a financial instrument will fluctuate due to changes in market interest rates. The Company’s interest rate risk arises primarily from interest earned on the short-term investment. Cash is not subject to interest rate risk since it does not bear interest.

13. Contingency

The Company is committed to making severance payments amounting to approximately $469,000 to certain officers and directors of the Company in the event that there is a change in control. Change in control is generally defined as follows: the acquisition by any unrelated party between 30% to 50% of the Company’s shares, the change of 51% or more of the directors, the sale of all or substantially all of the assets of the Company, and/or a reorganization, merger or other transaction.

14. Segmented Information

The Company conducts its business in a single operating segment: the acquisition, exploration and development of mineral properties. Although the Company has subsidiaries in Peru, it has not conducted any operations and has no assets in Peru since the year ended December 31, 2018. Accordingly, the Company’s assets as at March 31, 2023 and December 31, 2022 are located in Canada and its net losses for the three months ended March 31, 2023 and 2022 are based on a single location which is in Canada.

15. Events After the Reporting Period

In April 2023, the Company closed a non-brokered private placement with the issuance of an aggregate 4,454,455 flow-through units at $0.11 per unit (a “FT Unit”) for gross proceeds of $500,000. Each FT Unit is comprised of one common share and one non-transferrable share purchase warrant with an exercise price of $0.13 per warrant share exercisable for a period of two years. The share purchase warrants attached to the FT Units are subject to an accelerated expiry date, which comes into effect when the trading price on the TSX.V of the Company’s common shares closes at or above $0.20 per share during any 10 consecutive trading day period commencing four months plus one day after the date of issuance. In such an event, the Company will issue a news release announcing such acceleration and the expiry date of the warrants will be 30 days from the date of the news release.

In connection with the closing of the financing, the Company paid in aggregate cash finders’ fees of $35,820 and issued in aggregate 325,636 finders’ warrants. Each finder’s warrant entitles the holder to purchase one common share at a price of $0.13 for a period of two years from the date of issuance and are also subject to the same acceleration clause as the share purchase warrants attached to the FT Units.

21