Sama Resources Inc. — Interim / Quarterly Report 2023

Nov 24, 2023

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Sama Resources Inc.

Interim Condensed Consolidated Financial Statements

For the three-month and nine-month periods ended September 30, 2023 and 2022

(in Canadian dollars)

TSX-V: SME

Sama Resources Inc.

__________

INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

__________

NOTICE TO READER	3
INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Consolidated statements of financial position	4
Consolidated statements of income (loss) and comprehensive income (loss)	5
Consolidated statements of changes in shareholders’ equity	6
Consolidated statements of cash flows	7
Notes to the interim condensed consolidated financial statements	8 – 21

Notice to Reader

The accompanying unaudited interim condensed consolidated financial statements of Sama Resources Inc. (the "Company") for the three-month and nine-month periods ended on September 30, 2023 and 2022 have been prepared by the management and are its responsibility. These unaudited interim condensed consolidated financial statements, together with the accompanying notes, have been reviewed and approved by the members of the Company's Board of Directors. These unaudited interim condensed consolidated financial statements have not been reviewed by the Company's auditors.

3

Sama Resources Inc. Consolidated Statements of Financial Position

As at September 30, 2023 and December 31, 2022

(Unaudited - in Canadian dollars)

			September 30,	December 31,
			2023	2022
		Notes	$	$
ASSETS
Current assets
Cash and cash equivalents			3,990,587	7,397,902
Trade and other amounts receivable			88,627	51,643
Sales taxes receivable			343,356	336,850
Tax credits receivable			-	211,902
Prepaid expenses and deposits			247,100	256,722
			4,669,670	8,255,019
Non-current assets
Property, plant and equipment		6	822,249	982,028
Investments in shares		7	11,840,694	10,322,657
			12,662,943	11,304,685
TOTAL ASSETS			17,332,613	19,559,704
Liabilities
Current liabilities
Accounts payable and accrued liabilities			969,748	707,883
Loanpayable			40,000	40,000
TOTAL LIABILITIES			1,009,748	747,883
EQUITY
Share capital		8	49,855,959	49,777,864
Contributed surplus		9	6,725,667	6,463,594
Deficit			(35,405,390)	(32,566,515)
Equity attributable to the parent company			21,176,236	23,674,943
Non-controllinginterest		5	(4,853,371)	(4,863,122)
TOTAL EQUITY			16,322,865	18,811,821
TOTAL LIABILITIES AND EQUITY			17,332,613	19,559,704
Nature of operations and going concern		1
On behalf of the Board of Directors,
Signed: “Benoit La Salle”	Director
Signed: “Marc-Antoine Audet”	Director

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

4

Sama Resources Inc.

Consolidated Statements of Income (Loss) and Comprehensive Income (Loss) For the three-month and nine-month periods ended on September 30, 2023 and 2022 (Unaudited - in Canadian dollars)

	Three-monthperiods ended September 30, 2023 September 30, 2022	Nine-monthperiods ended
		September 30, 2023 September 30, 2022
Notes	$ **$ **	$ $
Operating expenses Exploration and evaluation expenses 10 General and administrative expenses 11	978,092 1,492,993 560,995 461,051	2,939,720 4,119,707 1,720,659 1,327,114
Operating loss	(1,539,087) (1,954,044)	(4,660,379) (5,446,821)
Other income (expenses) Gain on disposal of an investment in associate Gain on loss of significant influence Share of loss of associate Gain on dilution of associate Change in fair value of investments in shares 7 Interest income Other income Accretion of interest on loan payable Foreign exchange loss	- - - - - - - - (1,669,843) (787,474) 30,735 30,488 46,450 - - (2,029) (20,935) (141,438)	- 2,972,473 - 5,902,561 - (297,332) - 1,195,788 1,518,037 (494,179) 127,292 62,503 46,450 - - (5,818) (79,644) (187,710)
	(1,613,593) (900,453)	1,612,135 9,148,286
Net income (loss) and comprehensive income (loss) from continuing operations Net income (loss) and comprehensive income (loss)from discontinued operations 4	(3,152,680)) (2,854,497) 1,203,695 (363,802)	(3,048,244) 3,701,465 905,646 (608,818)
Net income (loss) and comprehensive income (loss) for theperiod	(1,948,985) (3,218,299)	(2,142,598) 3,092,647
Net income (loss) attributable to: Sama Resources Inc. – continuing operations Sama Resources Inc. – discontinued operations	(2,895,793) (2,377,191) 1,203,695 (363,802)	(2,274,995) 5,021,306 905,646 (608,818)
Non-controllinginterest	(1,692,098) (2,740,993) (256,887) (477,306)	(1,369,349) 4,412,488 (773,249) (1,319,841)
	(1,948,985) (3,218,299)	(2,142,598) 3,092,647
Net income (loss) per common share from continuing operations 14 Basic earnings per common share Diluted earnings per common share Net income (loss) per common share from discontinued operations 14 Basic and diluted loss per common share Net income (loss) per common share total 14 Basic earnings per common share Diluted earnings per common share	(0.013) (0.011) (0.013) (0.011) 0.005 (0.002) (0.008) (0.012) (0.008) (0.012)	(0.010) 0.023 (0.010) 0.023 0.004 (0.003) (0.006) 0.020 (0.006) 0.020

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

5

Sama Resources Inc.

Consolidated Statements of Changes in Shareholders’ Equity

For the nine-month periods ended September 30, 2023 and 2022 (Unaudited - in Canadian dollars)

						Total
		Share				attributable	Non-
		capital	Share	Contributed		to the parent	controlling
		numbers	capital	surplus	Deficit	company	interest	Total
	Notes		$	$	$	$	$	$
Balance – January 1st, 2022		219,468,440	49,672,237	6,077,949	(40,690,280)	15,059,906	(5,741,366)	9,318,540
Stock-based compensation	9	-	-	385,384	-	385,384	-	385,384
Net income (loss) and comprehensive income
(loss)		-	-	-	4,412,488	4,412,488	(1,319,841)	3,092,647
Balance – September 30, 2022		219,468,440	49,672,237	6,463,333	(36,277,792)	19,857,778	(7,061,207)	12,796,571
Balance – January 1st, 2023		219,768,440	49,777,864	6,463,594	(32,566,515)	23,674,943	(4,863,122)	18,811,821
Contributions received from IE	5	-	-	-	1,827,000	1,827,000	783,000	2,610,000
Distribution of SRQ Resources Inc. (“SRQ”)
shares to shareholders	4	-	-	-	(3,296,526)	(3,296,526)	-	(3,296,526)
Exercise of stock options	9	300,000	78,095	(18,095)		60,000	-	60,000
Stock-based compensation	9	-	-	280,168	-	280,168	-	280,168
Net income (loss) and comprehensive income
(loss)		-	-	-	(1,369,349)	(1,369,349)	(773,249)	(2,142,598)
Balance – September 30, 2023		220,068,440	49,855,959	6,725,667	(35,405,390)	21,176,236	(4,853,371)	16,322,865

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

6

Sama Resources Inc.

Consolidated Statements of Cash Flows

For the three-month and nine-month periods ended on September 30, 2023 and 2022 (Unaudited - in Canadian dollars)

	Three-monthperiods ended September 30, 2023 September 30, 2022	Nine-monthperiods ended
		September 30, 2023 September 30, 2022
Cash flows from(used for) Notes	$ $	$ $
Operating activities Net income (loss) for the period Items not affecting cash Depreciation 6 Stock-based compensation 9 Accretion of interest on loan payable Interest revenue on bridge loan Change in fair value of investments in shares 7 Share of loss of associate Gain on dilution of associate Gain on disposal of an investment in associate Gain on loss of significant influence Gain on deemed disposal of SRQ 4	(1,948,985) (3,218,299) 82,041 85,693 42,993 80,096 - 2,029 - - 1,669,843 787,474 - - - - - - - - (1,763,338) -	(2,142,598) 3,092,647 272,412 256,448 280,168 385,384 - 5,818 - (22,823) (1,518,037) 494,179 - 297,332 - (1,195,788) - (2,972,473) - (5,902,561) (1,763,338) -
	(1,917,086) (2,263,007)	(4,871,393) (5,561,837)
Change in non-cash working capital items Trade and other amounts receivable Sales taxes receivable Tax credits receivable Prepaid expenses and deposits Accountspayables and accrued liabilities	14,037 (8,435) (71,500) (732) 32,054 126,329 30,576 172,116 (23,723) (64,413)	(36,984) 57,743 (82,035) (42,179) 207,802 126,329 9,622 (71,506) 345,287 389,873
	(18,556) 224,865	443,692 460,260
	(1,935,642) (2,038,142)	(4,427,701) (5,101,577)
Investing activities SRQ’s cash at the time of the distribution 4 Acquisition of property, plant and equipment 6 Repayment of the bridge loan Disposal of investments in associate	(1,506,445) - (45,798) (143,470) - - - -	(1,506,445) - (143,169) (346,561) - 700,000 - 6,737,500
	(1,552,243) (143,470)	(1,649,614) 7,090,939
Financing activities Contributions received from IE Exercise of stock options	1,050,000 2,120,000 60,000 -	2,610,000 4,620,000 60,000 -
	1,110,000 2,120,000	2,670,000 4,620,000
Net change in cash and cash equivalents Cash and cash equivalents – Beginning of period Cash held for distribution	(2,377,885) (61,612) 4,417,418 8,823,672 1,951,054 -	(3,407,315) 6,609,362 7,397,902 2,152,698 - -
Cash and cash equivalents – End ofperiod	3,990,587 8,762,060	3,990,587 8,762,060

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

7

Sama Resources Inc. Notes to the Interim Condensed Consolidated Financial Statements September 30, 2023 and 2022 and December 31, 2022

(Unaudited - in Canadian dollars)

1 Nature of operations and going concern

Sama Resources Inc. (“Sama” or the “Company”) is a Canadian-based mineral exploration and development business with activities in West Africa. The Company was incorporated on July 11, 2006 under the Business Corporations Act (British Columbia). On May 13, 2013, the Company continued its jurisdiction of incorporation from British Columbia into the federal jurisdiction of Canada under the Canada Business Corporations Act . The Company’s head office is located at #132 – 1320 Graham Blvd., Mont-Royal, Quebec, Canada, H3P 3C8. The Company’s common shares are listed on the TSX Venture Exchange (the “TSX-V”) under the trading symbol “SME.V”.

These interim condensed consolidated financial statements were authorized for publication by the Board of Directors on November 24, 2023.

The Company’s main exploration and evaluation projects are located in the Republic of Ivory Coast (“Ivory Coast”) West Africa, and hence are subject to the risks normally associated with foreign investment including unanticipated changes in taxes and royalties, renegotiation of contracts, foreign currency fluctuations and political uncertainties.

Going concern uncertainty

These interim condensed consolidated financial statements have been prepared on a going concern basis, which presumes the Company will continue its operations for the foreseeable future and will be able to realize its assets and discharge its liabilities and commitments in the ordinary course of business for the foreseeable future. The use of these principles may not be appropriate. The Company is in its early stages, and as is common with similar companies, it raises financing for its exploration and evaluation activities. As at September 30, 2023, the Company has accumulated deficit of $35,405,390 (December 31, 2022 – $32,566,515) and a working capital of $3,659,922 (December 31, 2022 – $7,507,136), including cash and cash equivalents of $3,990,587 (December 31, 2022 – $7,397,902). To date, the Company has financed its cash requirements primarily by issuing common shares or units. The Company’s ability to continue future operations and fund its operations is dependent on management's ability to secure additional financing in the future, which may be completed in a number of ways including, but not limited to, the issuance of equity instruments, expenditure reductions, or a combination of strategic partnerships, joint venture arrangements, royalty financing and other capital market alternatives. If management is unable to obtain new funding, the Company may be unable to continue its operations, and amounts realized for assets might be less than amounts reflected in these consolidated financial statements.

These interim condensed consolidated financial statements do not include any adjustments to the amounts and classification of assets and liabilities that may be necessary if the Company is unable to continue as a going concern. Such adjustments could be material.

8

Sama Resources Inc. Notes to the Interim Condensed Consolidated Financial Statements September 30, 2023 and 2022 and December 31, 2022

(Unaudited - in Canadian dollars)

2 New accounting standards

Amendment to IAS 1 – Classification of Liabilities as Current or Non-current

For the purposes of non-current classification, the amendments removed the requirement for a right to defer settlement or roll over of a liability for at least twelve months to be unconditional. Instead, such a right must exist at the end of the reporting period and have substance. The amendments reconfirmed that only covenants with which a company must comply on or before the reporting date affect the classification of a liability as current or non-current. Covenants with which a company must comply after the reporting date do not affect a liability’s classification at that date. The amendments also clarify how a company classifies a liability that includes a counterparty conversion option. The amendments state that: settlement of a liability includes transferring a company’s own equity instruments to the counterparty; and when classifying liabilities as current or non-current a company can ignore only those conversion options that are recognized as equity. The early adoption of these amendments to IAS 1 had no impact on the interim condensed consolidated financial statements.

Amendments to IAS 12 – Income Taxes

The IASB amended IAS 12, Income Taxes to specify how a company accounts for income tax, including deferred tax, which represents tax payable or recoverable in the future. In specified circumstances, companies are exempt from recognising deferred tax when they recognise assets or liabilities for the first time. Previously, there had been some uncertainty about whether the exemption applied to transactions such as leases and decommissioning obligations— transactions for which companies recognise both an asset and a liability. The amendments clarify that the exemption does not apply and that companies are required to recognise deferred tax on such transactions. The aim of the amendments is to reduce diversity in the reporting of deferred tax on leases and decommissioning obligations. The adoption of these amendments to IAS 12 had no impact on the interim condensed consolidated financial statements.

3 Basis of presentation and significant accounting policies

Basis of presentation

The Company’s interim condensed consolidated financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") applicable to the preparation of interim statements, including IAS 34, Interim Financial Reporting , as issued by the International Accounting Standards Board ("IASB").

The accounting policies followed in these interim condensed consolidated financial statements are consistent with those applied in the Company’s annual consolidated financial statements for the year ended December 31, 2022. These interim condensed consolidated financial statements should be read in conjunction with the Company’s annual consolidated financial statements for the year ended December 31, 2022 which have been prepared according to IFRS as issued by the IASB.

9

Sama Resources Inc. Notes to the Interim Condensed Consolidated Financial Statements September 30, 2023 and 2022 and December 31, 2022

(Unaudited - in Canadian dollars)

Basis of measurement

These interim condensed consolidated financial statements have been prepared on a historical cost basis with fair value being used for investments in shares, using the accrual basis of accounting except for cash flow information.

Basis of consolidation

In addition to the Company, the interim condensed consolidated financial statements include all subsidiaries. Subsidiaries are all corporations over which the Company is able, directly or indirectly, to control financial and operating policies, which is the authority usually connected with holding majority voting rights. Subsidiaries are fully consolidated from the date on which control is acquired by the Company. Inter-company transactions and balances are eliminated upon consolidation. They are deconsolidated from the date that control by the Company ceases. Any retained interest is measured to its fair value with the change in carrying amount recognized in income or loss. The fair value becomes the initial carrying amount for the purposes of subsequently accounting for the retained interest as an associate or joint venture.

The Company’s subsidiaries are as follows:

The Company’s subsidiaries are as follows:
	Jurisdiction	% of	% of
	of	ownership	ownership
	incorporation	2023	2022
Sama Nickel Corporation (“SNC”)	Canada	70%	70%
Sama Nickel Côte d’Ivoire SARL (“Sama CI”)	Ivory Coast	70%	70%
Société Minière du Tonkpi SARL (“SMT”)	Ivory Coast	70%	70%
SRQ Resources Inc. (“SRQ”)(a) (b)	Canada	-%	100%
Sama Resources Development Inc. (“SRDI”)	Caymans Island	100%	100%
Sama Resources Liberia Inc. (“SRL”)	Liberia	100%	100%

(a) On May 11, 2023, Sama Resources Quebec Inc. changed its name to SRQ Resources Inc.

(b) On August 10, 2023, the SRQ Resources Inc spinout transaction was completed (note 4).

10

Sama Resources Inc. Notes to the Interim Condensed Consolidated Financial Statements

September 30, 2023 and 2022 and December 31, 2022

(Unaudited - in Canadian dollars)

4 Spinout of SRQ Resources Inc.

On May 17, 2023, the Company entered into an arrangement agreement with its subsidiary SRQ pursuant to which the parties intended to complete a spinout transaction of the SRQ common shares. The spinout was to be completed by way of a court-approved plan of arrangement (“PoA”) under the Canada Business Corporations Act. Upon completion of the PoA, holders of common shares of Sama were to receive:

• One new share in the reorganized capital of Sama for every one Sama share held at the effective time of the PoA; and

• One SRQ share for every 10 Sama shares held at the effective time.

On August 10, 2023, the spinout of SRQ was completed as planned and a total of 21,976,841 SRQ shares were distributed to the Company’s shareholders at a fair value of $0.15 per SRQ share for a total distribution of $3,296,526. The fair value was determined using SRQ’s share price.

The carrying value of SRQ’s net assets distributed and the gain resulting from that distribution are as follows:

	$
Cash and cash equivalents	1,506,445
Sales taxes receivable	75,529
Tax credits receivable	4,100
Equipment	30,536
Accounts payable and accrued liabilities	(83,422)
	1,533,188
Fair value of SRQ shares distributed	3,296,526
Gain on deemed disposal of SRQ	1,763,338

SRQ’s statements of income (loss) and comprehensive income (loss) presented as discontinued operations is as follows:

	Three-month periods ended September 30, 2023 September 30, 2022	Nine-month periods ended
		September 30, 2023 September 30, 2022
	$ $	$ $
Operating expenses Exploration and evaluation expenses General and administrative expenses	471,604 274,783 95,869 89,290	662,009 498,487 212,746 110,534
Operating loss	(567,473) (364,073)	(874,755) (609,021)
Other income (expenses) Interest income Foreign exchange gain (loss) Gain on deemed disposal of SRQ	7,832 207 (2) 64 1,763,338 -	17,103 207 (40) (4) 1,763,338 -
	1,771,168 271	1,780,401 203
Net income (loss) and comprehensive income(loss) from discontinued operations	1,203,695 (363,802)	905,646 (608,818)

11

Sama Resources Inc. Notes to the Interim Condensed Consolidated Financial Statements September 30, 2023 and 2022 and December 31, 2022

(Unaudited - in Canadian dollars)

5 Non-controlling interests

The Company signed an earn-in and joint venture agreement with IVNE Ivory Coast Inc. or “IE” in order to develop its nickel-copper and cobalt projects in Ivory Coast, West Africa. Pursuant to the terms of the earn-in and joint venture agreement, IE can earn up to a 60% interest in the Ivory Coast projects by investing, before June 30, 2024, a total of $25,000,000, including amongst others, the financing of a bankable feasibility study, as follows:

• Phase 1 : Investments $15,000,000 for a 30% interest;

• Phase 2 : Investments of $10,000,000 for an additional 30% interest.

IE completed phase 1 of the earn-in and joint venture agreement and therefore owns a 30% interest in SNC. The Company assessed its investment in SNC and judged that it still has control over SNC as defined by IFRS 10 Consolidated Financial Statements . Therefore, the Company continues to consolidate the financial results of SNC in its consolidated financial statements.

As at September 30, 2023, IE has invested a total of $22,253,142

Summarized financial information of SNC, before intragroup eliminations, is set out below:

	September 30,	December 31,
	2023	2022
	$	$
Current assets	1,113,274	1,033,037
Non-current assets	638,775	828,570
Total assets	1,752,049	1,861,607
Current liabilities	504,816	646,879
Non-current liabilities(a)	17,425,135	17,425,135
Total liabilities	17,929,951	18,072,014
NCI	(4,853,371)	(4,863,122)

(a) Non-current liabilities include a due to Sama Resources Inc. of $17,425,135.

12

Notes to the Interim Condensed Consolidated Financial Statements

Sama Resources Inc.

September 30, 2023 and 2022 and December 31, 2022

(Unaudited - in Canadian dollars)

6 Property, plant and equipment

		Buildings and
	Exploration	lease		Other
	equipment	improvements	Vehicles	equipment	Total
	$	$	$	$	$
Cost
Balance – January 1st, 2022	2,302,033	127,426	-	102,544	2,532,003
Acquisitions	172,591	132,361	158,170	7,438	470,560
Disposals	-	-	-	(809)	(809)
Balance – December 31, 2022	2,474,624	259,787	158,170	109,173	3,001,754
Acquisitions	37,892	45,798	53,460	6,019	143,169
Disposals	-	-	-	(1,988)	(1,988)
Assets distributed (note 4)	(30,301)	-	-	(2,531)	(32,832)
Balance – September 30, 2023	2,482,215	305,585	211,630	110,673	3,110,103
Accumulated amortization
Balance – January 1st, 2022	1,490,579	85,240	-	93,514	1,669,333
Depreciation	303,256	25,999	15,324	6,623	351,202
Disposals	-	-	-	(809)	(809)
Balance – December 31, 2022	1,793,835	111,239	15,324	99,328	2,019,726
Depreciation	205,778	30,215	31,048	5,371	272,412
Disposals	-	-	-	(1,988)	(1,988)
Assets distributed (note 4)	(2,085)	-	-	(211)	(2,296)
Balance – September 30, 2023	1,997,528	141,454	46,372	102,500	2,287,854
Carrying amount
Balance – December 31, 2022	680,789	148,548	142,846	9,845	982,028
Balance – September 30, 2023	484,687	164,131	165,258	8,173	822,249

During the nine-month period ended September 30, 2023, a depreciation expense of $31,958 (December 31, 2022 – $29,217) was recorded under general and administrative expenses, $238,653 (December 31, 2022 – $321,985) under exploration and evaluation (“E&E”) expenses and $1,801 under discontinued operations in the consolidated statement of income (loss) and comprehensive income (loss).

13

Sama Resources Inc. Notes to the Interim Condensed Consolidated Financial Statements September 30, 2023 and 2022 and December 31, 2022

(Unaudited - in Canadian dollars)

7 Investments in shares

The Company owns 15,180,377 common shares of SRG Mining Inc. (“SRG”) representing an interest of 13%. At December 31, 2022, the Company also owned 250,000 warrants which expired on March 4, 2023.

The fair value of $11,840,694 (December 31, 2022 – $10,322,657) was determined using SRG’s share price of $0.78 (December 31, 2022 – $0.68). A change in fair value of investments in shares of $1,518,037 (December 31, 2022 – $1,564,357) was recorded in the consolidated statement of income (loss) and comprehensive income (loss).

The continuity of the Company’s investments is as follows:

	September 30,	December 31,
	2023	2022
	$	$
Balance – beginning of period	10,322,657	46,320
Reclassification from investment in associate	-	11,840,694
Change in fair value of investments in shares	1,518,037	(1,564,357)
Balance – end ofperiod	11,840,694	10,322,657

8 Share capital

Authorized

Unlimited number of voting common shares without par value.

Transactions in 2023

On August 21, 2023, a total of 300,000 stock options were exercised at a share price of $0.20 per share for total proceeds of $60,000.

9 Stock options

The Company has a rolling stock option plan (the “Plan”), in which the maximum number of common shares which can be reserved for issuance under the Plan is 10% of the issued and outstanding shares of the Company. The exercise price of each option (“Option”) shall not be less than the closing price of the common shares on the trading day immediately preceding the day on which the Option is granted, less any discount permitted by the TSX-V and, in any event, the exercise price per Option will not be less than $0.05, being the minimum exercise price allowable under TSX-V policy.

14

Notes to the Interim Condensed Consolidated Financial Statements

Sama Resources Inc.

September 30, 2023 and 2022 and December 31, 2022

(Unaudited - in Canadian dollars)

The following table shows the changes in stock options:

		September 30,		December 31,
		2023		2022
		Weighted		Weighted
	Number of	average	Number of	average
	stock	exercise	stock	exercise
	options	price	options	price
		$		$
Outstanding – Beginning of period	19,040,000	0.22	19,495,000	0.23
Granted	2,355,000	0.14	2,445,000	0.22
Exercised	(300,000)	0.20	(300,000)	0.20
Expired	-	-	(2,600,000)	0.31
Outstanding– End of period	21,095,000	0.21	19,040,000	0.22
Exercisable – End ofperiod	20,067,500	0.22	17,967,500	0.22

The weighted average price of shares at the time of exercise was $0.11 per share (December 31, 2022 – $0.15 per share).

The fair value of stock options granted was determined using the Black & Scholes valuation model based on the following weighted average assumptions:

	September 30,	December 31,
	2023	2022
	$	$
Weighted average price at the grant date	$0.13	$0.22
Weighted average exercise price	$0.14	$0.22
Expected dividend	-	-
Expected average volatility	97.52%	98.97%
Risk-free average interest rate	2.84%	1.94%
Expected average life	9.36 years	9.39 years
Weighted fair value per share option	$0.11	$0.19

An expense for stock-based compensation of $280,168 was recognized during the nine-month period ended September 30, 2023 (for the nine-month period ended September 30, 2022 – $385,384). An amount of $219,591 (for the nine-month period ended September 30, 2022 – $331,118) was recognized under general and administrative expenses, $60,577 (for the nine-month period ended September 30, 2022 – $54,266) under E&E expenses and $- (for the nine-month period ended September 30, 2022 – $172) under discontinued operations in the consolidated statement of income (loss) and comprehensive income (loss).

15

Notes to the Interim Condensed Consolidated Financial Statements

Sama Resources Inc.

September 30, 2023 and 2022 and December 31, 2022

(Unaudited - in Canadian dollars)

The number of outstanding stock options that could be exercised for an equal number of common shares is as follows:

	Exercise	Number	Number
Expiry date	price	outstanding	exercisable
	$
April 21, 2025	0.19	2,150,000	2,150,000
May 27, 2025	0.18	200,000	200,000
January 17, 2027	0.085	1,775,000	1,775,000
June 30, 2027	0.15	500,000	500,000
April 27, 2027	0.195	100,000	100,000
November 28, 2027	0.29	660,000	660,000
September 12, 2028	0.33	3,655,000	3,655,000
July 29, 2028	0.30	340,000	340,000
October 31, 2028	0.30	60,000	60,000
February 20, 2029	0.27	3,225,000	3,225,000
December 19, 2029	0.19	2,080,000	2,080,000
December 14, 2030	0.115	1,885,000	1,885,000
September 17, 2031	0.16	265,000	265,000
February 28,2032	0.22	2,145,000	2,145,000
January 17, 2033	0.135	2,055,000	1,027,500
		21,095,000	20,067,500

10 Exploration and evaluation expenses

Samapleu property

SNC entered into a Syndicate Agreement (“SA”) with La Société pour le Développement Minier de la Côte d’Ivoire (“SODEMI”), a parastatal organization, under which SNC is responsible to finance, on behalf of the SA, exploration work programs during the exploration phase through completion of a Bankable Feasibility Study (“BFS”) on the exploration permits Samapleu East (PR838) and Samapleu West (PR839) held by SODEMI. SODEMI will not contribute to work conducted under the SA. Both PRs expired on June 17, 2023, with possible renewal periods totaling up to 12 years. The Company was required to complete an exploration program before the term of the exploration permit. This exploration program was completed on time and on March 1, 2023, SODEMI filed the required documentation with the Department of Mines in Côte d’Ivoire, for the renewal of PR 838 and PR 839 which should expire on June 17, 2026.

Upon completion of the BFS, the Advisory Committee (“AC”), which consists of two SNC representatives and two SODEMI representatives, will conclude on the feasibility of the project. If the AC decides to proceed with the project, an Exploitation Entity (“EE”) will be established whereby future funding will be split between SNC and SODEMI at 66.7% and 33.3%, respectively. The EE will reimburse SODEMI for all costs associated with previous exploration work conducted until January 15, 2009 up to a maximum of F CFA 834,999,457 (approximately $1,828,533 as at September 30, 2023) and will reimburse SNC for costs associated with exploration work conducted between the signature of the SA and the approval of the BFS subject to the approval of the AC which represents a total amount of $26,794,785 as at September 30, 2023.

16

Notes to the Interim Condensed Consolidated Financial Statements

Sama Resources Inc.

September 30, 2023 and 2022 and December 31, 2022

(Unaudited - in Canadian dollars)

The ownership of the EE shall be allocated as follows:

SNC	60%
SODEMI	30%
Ivory Coast Government	10%
	100%

The Samapleu Property is subject to a 1% net smelter return royalty.

Zérégouiné property

Sama CI owns a 100% interest in the exploration permit No. 300 (“PR300”) which covers 290 square kilometers of property in Ivory Coast and expires on December 18, 2023. In accordance with PR300, Sama CI agreed to complete an exploration program evaluated at F CFA 2,590,000,000 (approximately $5,671,740 as at September 30, 2023) before the term of the exploration permit. The Zérégouiné Property is adjacent to the Samapleu Property.

Grata property

Sama CI owns a 100% interest in the exploration permit No. 604 (“PR604”) which covers 92 square kilometers of property in Ivory Coast and expires on December 9, 2025. In accordance with PR604, Sama CI agreed to complete an exploration program evaluated at F CFA 2,380,500,000 (approximately $5,212,964 as at September 30, 2023) before the term of the exploration permit. The Grata Property is located adjacent to the north-eastern boundary of the Samapleu Property.

Zoupleu property

SMT owns a 100% interest in the exploration permit No. 837 (“PR837”) which covers 135 square kilometers of property in Ivory Coast and expired on June 17, 2023. On March 19, 2023, SMT filed the required documentation with the Department of Mines in Côte d’Ivoire, for the renewal of PR837 which should expire on June 17, 2026. As of today, there is no indication that the exploration permit will not be granted.

Nuon River property

SRL owns a 100% interest in the exploration license MEL9001721 which covers 259.13 square kilometers of property in the county of Grand Gedeh, Liberia and expires on January 10, 2024.

St-John River gold property

SRL owns a 100% interest in the exploration license MEL9001821 which covers 174.51 square kilometers of property in the county of Grand Gedeh, Liberia and expires on January 9, 2024.

Zwedru South property

SRL owns a 100% interest in the exploration license MEL9001921 which covers 312.85 square kilometers of property in the county of Bong, Liberia and expires on January 9, 2024.

17

Sama Resources Inc.

Notes to the Interim Condensed Consolidated Financial Statements September 30, 2023 and 2022 and December 31, 2022

(Unaudited - in Canadian dollars)

The following table shows the E&E expenses by property.

	Three-month periods ended September 30, 2023 September 30, 2022	Nine-month periods ended
		September 30, 2023 September 30, 2022
	$ $	$ $
Samapleu property Camp operation costs and other expenses Geology and prospecting Geophysics Drilling Engineering study Geochemistry Metallurgical tests Stock-based compensation	191,415 202,428 18,783 8,050 5,789 118,225 47,983 121,872 9,563 14,250 9,109 60,165 132 54,336 4,617 6,677	626,984 266,153 78,590 41,814 54,090 188,334 89,465 185,407 142,272 14,250 82,401 81,495 46,815 54,336 42,075 9,430
	287,391 586,003	1,162,692 841,219
Zérégouiné property Camp operation costs and other expenses Drilling Geology and prospecting Geophysics Geochemistry Stock-based compensation	82,332 22,514 162,559 13,933 8,014 10,349 - (12,917) 4,394 697 2,309 691	91,683 120,602 162,559 125,860 8,014 27,200 - 2,835 13,008 8,910 2,309 5,697
	259,608 35,267	277,573 291,104
Grata property Camp operation costs and other expenses Geology and prospecting Geophysics Geochemistry Drilling Metallurgical tests Engineering study Stock-based compensation	110,274 27,992 19,138 47,900 5,789 78,232 7,160 93,426 18,458 485,771 - - 9,564 - 2,967 4,145	254,545 629,359 80,572 109,203 51,092 293,158 169,328 286,383 61,897 1,456,177 16,551 - 129,004 - 16,193 38,967
	173,350 737,466	779,182 2,813,247
Zoupleu property Camp operation costs and other expenses Geology and prospecting Geochemistry	167 - - 2,491 5,477 -	7,097 - 14,611 2,491 5,477 -
	5,644 2,491	27,185 2,491
Nuon River property Camp operation costs and other expenses Geologyandprospecting	- 27,874 - -	- 39,900 - 1,267
	- 27,874	- 41,167
St-John River property Camp operation costs and other expenses Geology and prospecting Geochemistry Geophysics Metallurgicaltests	5,869 73,183 - - - - 7,096 - - -	85,082 85,029 33,247 1,267 37,691 - 8,088 - 314 -
	12,965 73,183	164,422 86,476

18

Sama Resources Inc.

Notes to the Interim Condensed Consolidated Financial Statements September 30, 2023 and 2022 and December 31, 2022

(Unaudited - in Canadian dollars)

	Three-month periods ended September 30, 2023 September 30, 2022	Nine-month periods ended September 30, 2023 September 30, 2022
	$ $	$ $
Zwedru South property Camp operation costs and other expenses Geology and prospecting Geochemistry Geophysics	107,324 30,709 27,731 - 65,034 - 39,045 -	260,369 42,736 110,535 1,267 95,381 - 62,381 -
	239,134 30,709	528,666 44,003
Total E&E expenses	978,092 1,492,993	2,939,720 4,119,707

11 General and administrative expenses

	Three-month periods ended September 30, 2023 September 30, 2022	Nine-month periods ended
		September 30, 2023 September 30, 2022
	$ $	$ $
Consulting fees Professional fees General and other expenses Salaries and benefits Travel and representation Marketing fees Transfer agent and filing fees Depreciation Stock-based compensation	67,587 49,940 293,034 173,128 60,575 52,482 43,943 29,434 22,377 40,739 - 30,000 29,224 7,946 9,132 8,830 35,123 68,552	167,323 159,714 806,189 311,205 206,518 229,981 133,548 87,573 68,278 119,539 40,000 50,000 47,254 19,344 31,958 18,640 219,591 331,118
	560,995 461,051	1,720,659 1,327,114

12 Related parties

Related parties include the Company’s key management personnel and related companies. Key management personnel are the members of the Board of Directors and officers. Unless otherwise stated, balances are usually settled in cash.

The following table presents the related party transactions presented in the interim condensed consolidated statement of loss and comprehensive loss:

of loss and comprehensive loss:
	Nine-month periods ended
	September 30, 2023 September 30, 2022
	$ $
Professional fees paid to key management and/or companies controlled by key management Consultant fees paid to companies controlled by key management Consultant fees paid to a company controlled by key management recorded under E&E expenses Directors and officers stock-based compensation	153,450 135,750 83,625 83,624 163,869 175,269 182,812 250,518

19

Sama Resources Inc. Notes to the Interim Condensed Consolidated Financial Statements September 30, 2023 and 2022 and December 31, 2022

(Unaudited - in Canadian dollars)

The following table represents the related party transactions presented in the consolidated statement of financial position as at:

	September 30,	December 31,
	2023	2022
	$	$
Professional fees owned to key management and/or companies controlled by key
management	-	6,480

13 Operating segment

The Company operates in one reportable business segment: the exploration and evaluation of mineral properties.

The Company’s geographical breakdown of non-current assets is as follows:

				September 30,
				2023
	Canada	Ivory Coast	Liberia	Total
	$	$	$	$
Property, plant and equipment	119,121	651,986	51,142	822,249
Investmentsinshares	11,840,694	-	-	11,840,694
	11,959,815	651,986	51,142	12,662,943
				December 31,
				2022
	Canada	Ivory Coast	Liberia	Total
	$	$	$	$
Property, plant and equipment	153,458	828,570	-	982,028
Investmentsinshares	10,322,657	-	-	10,322,657
	10,476,115	828,570	-	11,304,685

20

Notes to the Interim Condensed Consolidated Financial Statements September 30, 2023 and 2022 and December 31, 2022

Sama Resources Inc.

(Unaudited - in Canadian dollars)

14 Earnings (loss) per share

	Three-monthperiods ended September 30, 2023 September 30, 2022	Nine-monthperiods ended
		September 30, 2023 September 30, 2022
	$ $	$ $
Weighted average number of common shares outstanding Effect of potential dilutive stock options	219,921,983 219,468,440 - -	219,831,752 219,468,440 - 1,721,045
Weighted average of diluted common shares	219,921,983 219,468,440	219,831,752 221,189,485
Net income (loss) and comprehensive income (loss) from continuing operations Basic earnings (loss) per common share Diluted earnings (loss) per common share Net income (loss) and comprehensive income (loss) from discontinued operations Basic earnings (loss) per common share Diluted earnings (loss) per common share Net income (loss) and comprehensive income (loss) Basic earnings (loss) per common share Diluted earnings (loss) per common share	(2,895,793) (2,377,191) (0.013) (0.011) (0.013) (0.011) 1,203,695 (363,802) 0.005 (0.002) 0.005 (0.002) (1,692,098) (2,740,993) (0.008) (0.012) (0.008) (0.012)	(2,274,995) 5,021,306 (0.010) 0.023 (0.010) 0.023 905,646 (608,818) 0.004 (0.003) 0.004 (0.003) (1,369,349) 4,412,488 (0.006) 0.020 (0.006) 0.020

21