Starlo Ventures Ltd. — Interim / Quarterly Report 2024

Nov 20, 2024

Starlo Ventures Ltd.

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

For the three and nine months ended September 30, 2024 and 2023

(Expressed in Canadian Dollars)

Reader’s Note:

These unaudited condensed consolidated interim financial statements of Starlo Ventures Ltd. have been prepared by management and have not been reviewed by the Company’s auditor.

STARLO VENTURES LTD.

CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION AS AT SEPTEMBER 30, 2024 AND DECEMBER 31, 2023 (Expressed in Canadian dollars)

Note September 30, 2024	December 31, 2023
ASSETS Current assets Cash $ 17,614 Receivables 8,575	$ 57,019 22,365
Total current assets 26,189 Non-current assets Exploration and evaluation asset 4 2,451	79,384 2,451
Total assets $ 28,640	$81,835
LIABILITIES Current liabilities Accounts payable and accruedliabilities 8 $3,385	19,436
Total liabilities 3,385	19,436
SHAREHOLDERS’ EQUITY Share capital 5(b) 392,109 Stock option reserve 5(c) 43,685 Warrant reserve 6 46,375 Deficit (456,914)	392,109 43,685 46,375 (419,770)
Total shareholders’ equity 25,255	62,399
Total liabilities and shareholders’ equity $ 28,640	$81,835

Nature of operations and going concern (Note 1)

Approved by the Board of Directors on November 20, 2024

“Craig Rollins” “Christopher Cooper” Director Director

The accompanying notes form an integral part of these consolidated financial statements

STARLO VENTURES LTD.

CONDENSED CONSOLIDATED STATEMENTS OF LOSS AND COMPREHENSIVE LOSS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023 (Expressed in Canadian dollars)

Note Three months ended September 30, 2024 Three months ended September 30, 2023 Nine months ended September 30, 2024	Nine months ended September 30, 2023
Expenses Exploration expenses 4, 5(b) $ - $ 22,679 $ - General and administrative 8,661 5,990 19,337 Management fees 8 - 9,000 6,000 Professional Fees 8 5,363 - 11,807	$ 55,423 44,715 27,000 47,245
Loss Before Other Item 14,024 37,669 37,144 Other Item Recovery of premium liability on flow-throughshares 7 - (97) -	174,383 (5,344)
Loss and Comprehensive Loss $ 14,024 $ 37,572 $ 37,144	$ 169,039
Loss per share Basic and diluted $ 0.00 $ 0.00 $ 0.00	$ 0.01
Weighted average number of common shares outstanding (basic and diluted) 14,147,000 14,147,000 14,147,000	14,060,333

The accompanying notes form an integral part of these consolidated financial statements

STARLO VENTURES LTD.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023 (Expressed in Canadian dollars)

		Common
		shares				Stock option
	Note	Number	Share capital	Special Warrants	Warrants reserve	reserve	Deficit	Total
Balance, December 31, 2022		13,235,000	$ 359,175	$ 27,934	$ 46,375	$ 43,685	$ (220,439)	$ 256,730
Warrant conversion on listing	5(b)	812,000	27,934	(27,934)	-	-	-	-
Shares issued for services	5(b)	100,000	5,000	-	-	-	-	5,000
Loss for the period		-	-	-	-	-	(169,039)	(169,039)
Balance, September 30, 2023		14,147,000	$ 392,109	$-	$ 46,375	$ 43,685	$ (389,478)	$ 92,691
Balance, December 31, 2023		14,147,000	$ 392,109	$ -	$ 46,375	$ 43,685	$ (419,770)	$ 62,399
Loss for the period		-	-	-	-	-	(37,144)	(37,144)
Balance, September 30, 2024		14,147,000	$ 392,109	$-	$ 46,375	$ 43,685	$ (456,914)	$ 25,255

The accompanying notes form an integral part of these consolidated financial statements

STARLO VENTURES LTD. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023 (Expressed in Canadian dollars)

	Three months	Three months	Nine months	Nine months
	ended	ended	ended	ended
	September 30,	September 30,	September 30,	September 30,
	2024	2023	2024	2023
	$	$	$	$
Operating Activities
Loss for the period	$ (14,024)	$ (37,572)	$ (37,144)	$ (169,039)
Adjustments to reconcile loss to net cash used in operating:
Shares issued for services	-	-	-	5,000
Changes in non-cash working capital:
Prepaid expenses	-	3,150	-	-
Accounts payable and accrued liabilities	(688)	(2,546)	(16,051)	(65,490)
Accounts receivable	4,454	(1,871)	13,790	(10,252)
Premium liability on flow-throughshares	-	(97)	-	(5,344)
Cash Used inOperating Activities	(10,258)	(38,936)	(39,405)	(245,125)
Increase (decrease) in cash for the period	(10,258)	(38,936)	(39,405)	(245,125)
Cash-beginning of period	27,872	116,553	57,019	322,742
Cash – end ofperiod	$ 17,614	$ 77,617	$ 17,614	$ 77,617

Non-cash investing and financing activities (Note 11)

The accompanying notes form an integral part of these consolidated financial statements

STARLO VENTURES LTD. NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 Expressed in Canadian dollars unless otherwise stated

1. Nature of operations and going concern

Starlo Ventures Ltd. (the “Company” or “Starlo”) was incorporated under the British Columbia Business Corporations Act on November 26, 2021. Starlo has one wholly-owned subsidiary, 1335137 B.C. Ltd which is consolidated with the Company in these statements. The Company is listed on the Canadian Securities Exchange (the “Exchange”) under the symbol “SLO”. The Company is an exploration stage mining company.

These condensed consolidated financial statements (the “Financial Statements”) have been prepared on the assumption that the Company will continue as a going concern, meaning it will continue in operation for the foreseeable future and will be able to realize assets and discharge liabilities in the ordinary course of business. Starlo is an exploration stage mining company which incurred a loss of $14,024 for the three months ended September 30, 2024, and as at September 30, 2024 had an accumulated deficit of $456,914. The Company is expected to incur operating losses for the foreseeable future. The Company’s ability to continue as a going concern is dependent upon the ability of the Company to obtain financing and generate positive cash flows from its operations. The Company estimates it has sufficient funds to operate for the next 12 months. These material uncertainties may cast significant doubt about the Company’s ability to continue as a going concern. These financial statements do not include adjustments that may be necessary if the going concern principal is not appropriate.

The head office and principal address of the Company is located at Suite 3200, 733 Seymour Street, Vancouver, BC, V6B 5J3.

2. Basis of presentation and material accounting policies

Statement of Compliance

These Financial Statements are prepared in accordance with International Accounting Standard (“IAS”) 34, “Interim Financial Reporting”, using accounting policies consistent with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and interpretations of the IFRS Interpretations Committee (“IFRIC”). The Financial Statements do not include all the necessary annual disclosures in accordance with IFRS, and should be read in conjunction with the Company’s audited annual financial statements for the year ended December 31, 2023.

Basis of Presentation

The Financial Statements of the Company have been prepared on an accrual basis and are based on historical costs, except for financial instruments classified as fair value through profit and loss (“FVTPL”), which are stated at their fair value. The financial statements are presented in Canadian Dollars, which is also the Company’s functional currency, including its subsidiary, unless otherwise noted.

Basis of Consolidation

These consolidated financial statements incorporate the financial statements of the Company and its wholly controlled subsidiary. Control exists when the Company has the power, directly or indirectly, to govern the financial and operating policies of an entity so as to obtain benefits from its activities. All significant intercompany transactions and balances have been eliminated.

STARLO VENTURES LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 Expressed in Canadian dollars unless otherwise stated

3. Significant Accounting Estimates and Judgments

The preparation of financial statements in conformity with IFRS requires management to make estimates and assumptions that affect amounts reported in the financial statements and accompanying notes. Management believes the estimates and assumptions used in these financial statements are reasonable; however, actual results could differ from those estimates and could impact future results of operations and cash flows.

The Company’s significant accounting judgments and estimates have been applied in these financial statements:

Judgments

• The Company’s ability to continue as a going concern involves critical judgement based on historical experience. Significant judgements are used in the Company’s assessment of its ability to continue as a going concern which is described in Note 1.

Estimates

• In calculating the fair value of the share-based compensation and warrants, management makes estimates related to the Company’s share price volatility and expected life of the instruments. To the extent that these estimates are not correct, the value of these instruments within equity may differ.

• In calculating the fair value of the flow-through shares and warrants, management makes estimates related to the Company’s share price volatility and expected life of the instruments. To the extent that these estimates are not correct, the value of these instruments within equity may differ.

• The assessment of indicators of impairment for the mineral property and the related determination of the recoverable amount and write-down of the property where applicable. To the extent that these estimates are not correct, the value of the mineral properties may differ.

4. Exploration and Evaluation Asset

The Company’s exploration and evaluation asset consists of 19 mineral tenures in British Columbia that were staked on January 24, 2022 for $2,451 which make-up the Mt. Richards Property.

The breakdown of exploration expenses incurred is as follows:

	For the three	For the three	For the nine	For the nine
	months ended	months ended	months ended	months ended
	September 30,	September 30,	September 30,	September 30,
	2024	2023	2024	2023
	$	$	$	$
Exploration expenditures
Sampling and other exploration	-	9,641	-	34,261
Field expenses	-	13,038	-	21,162
	-	22,679	-	55,423

STARLO VENTURES LTD. NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 Expressed in Canadian dollars unless otherwise stated

5. Share Capital and Reserves

• a) Authorized:

The Company is authorized to issue an unlimited number of common shares without par value.

• b) Issued and Outstanding:

Share transactions during the period ended September 30, 2024

There were no share transactions during the period.

Share transactions during the year ended December 31, 2023

On March 20, 2023, the Company issued 100,000 common shares with a fair value of $5,000 to C.J. Greig Holdings Ltd., in consideration of and upon the successful listing of the Company on the Exchange.

Special Warrants

During the year ended December 31, 2022, the Company issued a total of 612,000 special warrants (the “Special Warrants”) at $0.05 for gross proceeds of $30,600. Each Special Warrant entitles the holder to acquire, without payment of any consideration in addition to that paid for the Special Warrant, one previously unissued common share of the Company.

The Special Warrants converted into shares on a 1:1 basis on March 27, 2023 commensurate with the listing of the Company on the Exchange.

In connection with the issuance of Special Warrants, the Company paid cash warrant issuance costs of $2,666, which included a portal fee of 5% of the aggregate amount of gross proceeds, as well as payment processing fees. The Company also issued 200,000 compensation warrants, which converted on March 27, 2023. The compensation warrants have been assigned a fair value of $10,000 using the black-scholes valuation model and have been capitalized as financing costs against the special warrants.

As at September 30, 2024, there are no Special Warrants or compensation warrants outstanding.

c) Stock Options

Pursuant to the Company’s stock option plan (the “Stock Option Plan”), the Company’s board of directors may, from time to time, grant directors, officers, employees and consultants non-transferable options to purchase common shares, provided that the number of common shares served for issuance will not exceed 10% of the total issued and outstanding common shares of the Company, exercisable for a period of up to 5 years from the date of the grant. The exercise price of any option granted pursuant to the Stock Option Plan shall be determined by the board of directors when granted, but shall not be less than the market price.

On November 8, 2022, the Company issued 1,315,000 stock options with an exercise price of $0.10. All stock options issued vested upon grant and expire five years from the date of grant.

The following weighted average assumptions were used to estimate the grant date fair value using the Black Scholes model:

STARLO VENTURES LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 Expressed in Canadian dollars unless otherwise stated

	November 8, 2022
Expected dividend yield	0.00%
Expected stock price volatility	100%
Risk-free interest rate	3.64%
Expected life of the options	5.00 years
Grant date fair value per option	$0.033

A continuity schedule of the stock options as of September 30, 2024 is as follows:

						Weighted
						Average
					Weighted	Remaining
			Number of	Average Exercise		Contractual
			Options		Price	Life (years)
Outstanding, December	31,	2021	-	$	-	-
Issued			1,315,000		0.10	3.11
Outstanding,September	30,	2024	1,315,000	$	0.10	3.11

As at September 30, 2024, the Company had the following stock options outstanding and exercisable:

Date Issued	Expiry Date	Exercise Price		Number of Options Outstanding
November 8, 2022	November 8, 2027	$0.10		1,315,000

6. Warrants

Pursuant to the completion of the NFT Private Placement, on May 19, 2022, the Company issued 1,620,000 transferable warrants with an exercise price of $0.10 per share for a period of five years from the date of closing the financing (note 5 (b)). All warrants vested after a four-month period and are exercisable on September 20, 2022. The warrants were assigned a fair value of $28,674 upon issuance which was recorded within the Warrants reserve.

Pursuant to the completion of the FT Private Placement, on May 19, 2022, the Company issued 1,000,000 non-transferable warrants with an exercise price of $0.10 per share for a period of five years from the date of closing the financing (note 5 (b)). All warrants vested after a four-month period and are exercisable on September 20, 2022. The warrants were assigned a fair value of $17,700 upon issuance.

The following weighted average assumptions were used to estimate the grant date fair value of these warrants using the Black Scholes model:

STARLO VENTURES LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 Expressed in Canadian dollars unless otherwise stated

	May 19, 2022
Expected dividend yield	0.00%
Expected stock price volatility	100%
Risk-free interest rate	2.79%
Expected life of the warrants	5.00 years
Grant date fair valueper warrant	$0.014

The warrants outstanding as at September 30, 2024 had a remaining average life of 2.63 years.

A continuity schedule of the warrants as of September 30, 2024 is as follows:

Number of Warrants	Weighted Average Exercise Price
Outstanding, December 31, 2021 - Issued 2,620,000	$ - 0.10
Outstanding,September 30,2024 2,620,000	$0.10

As at September 30, 2024, the Company had the following warrants outstanding and exercisable:

Date Issued Expiry Date Exercise Price	Number of Warrants Outstanding
May 19, 2022 May 19, 2027 $0.10	2,620,000

7. Flow-through shares

Other liabilities consist of the liability portion of the flow-through shares issued. The following is a continuity schedule of the liability portion of the flow-through share issuances:

Nine months ended September 30, 2024 $	Nine months ended September 30, 2023 $
Balance, beginning - Settlement of flow-through share liability by incurring expenditures -	5,344 (5,344)
Balance,ending -	-

On May 19, 2022, the Company issued 2,000,000 flow-through units at a price of $0.05 per share for gross proceeds of $100,000. The premium paid by investors on the flow-through shares was calculated as $17,700. Accordingly, $17,700 was recorded as other liabilities. The flow-through premium is derecognized through other income as the qualifying expenditures are incurred.

STARLO VENTURES LTD. NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 Expressed in Canadian dollars unless otherwise stated

As of September 30, 2024, the Company recognized $nil (2023 - $5,344) in other income relating to the recovery of the flow through premium liability from the commitment to incur exploration and evaluation expenditures relating to its May 2022 flow-through financing which as at December 31, 2023 have been fully met.

8. Related party transactions

Related parties are those persons having authority and responsibility for planning, directing and controlling the activities of the Company, either directly or indirectly. Related parties of the Company include the members of the Board of Directors, officers of the Company, close family members of these individuals, and any companies controlled by these individuals. Core Connections Ltd (“Core”) is considered a related party of the Company as it is controlled by the Chief Executive Officer and a director of the Company.

On April 1, 2022, the Company entered into an administrative services agreement with Core to pay for rent and other administrative services. During the nine months ended September 30, 2024, the Company paid or accrued $6,000 to Core under the agreement (2023 - $27,000), these expenses are included under management fees in the statement of loss and comprehensive loss. As at September 30, 2024 accounts payable and accrued liabilities includes $nil (December 31, 2023 - $nil) owing to Core.

During the nine months ended September 30, 2024, the Company paid or accrued CFO fees of $7,000 (2023 - $14,500), these expenses are included in general and administrative expenses in the statement of loss and comprehensive loss. As at September 30, 2024 accounts payable and accrued liabilities includes $1,575 (December 31, 2023 - $3,150) owing for CFO services.

Compensation of key management personnel:

Key management personnel include persons having the authority and responsibility for planning, directing, and controlling the activities of the Company as a whole. The Company considers its Board of Directors, as well as the CEO and CFO to be key management personnel.

During the nine months ended September 30, 2024 and 2023 the Company’s compensation cost for key management personnel was as follows:

	Nine months ended	Nine months ended
	September 30, 2024	September 30, 2023
	$	$
Management fees	6,000	27,000
Professional fees	7,000	33,000
Total	13,000	60,000

9. Financial Instruments

As at September 30, 2024, the Company’s financial instruments consist of cash, accounts receivable and accounts payable. The Company classifies cash and receivables as financial assets held at amortized cost. The Company classifies accounts payable as financial liabilities, and these are held at amortized cost. The fair value of all of the Company’s financial instruments approximates their carrying value due to their shortterm nature.

The Company’s financial instruments consists of cash which is considered to be Level 1 and, receivables and accounts payable which are considered to be Level 2 within the fair value hierarchy (as discussed below).

Level 1– fair values based on unadjusted quoted prices in active markets for identical assets or liabilities;

STARLO VENTURES LTD. NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 Expressed in Canadian dollars unless otherwise stated

Level 2 – fair values based on inputs that are observable for the asset or liability, either directly or indirectly; and

Level 3 – fair values based on inputs for the asset or liability that are not based on observable market data.

The Company’s policy for determining when a transfer occurs between levels in the fair value hierarchy is to assess the impact at the date of the event or the change in circumstances that could result in a transfer. There were no transfers between the levels during the nine months ended September 30, 2024.

The risk exposure arising from these financial instruments is summarized as follows:

(a) Credit risk

Credit risk is the risk of potential loss to the Company if the counterparty to a financial instrument fails to meet its contractual obligations. The Company's financial assets are cash. The Company holds it cash in a bank account with a highly rated Canadian financial institution, therefore minimizing the Company’s credit risk.

(b) Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they come due. The Company’s approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when due. The Company has sufficient funds as of September 30, 2024 to cover its liabilities. The Company’s ability to continue to meet its liabilities when due, beyond the current cash balance, is dependent on future support of shareholders through public or private equity offerings.

(c) Market risk

Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices will affect the Company’s income or value of its holdings or financial instruments. The Company’s activities have only been transacted in Canadian dollars since incorporation and until September 30, 2024; in addition, the Company carries no interest-bearing debt. As such, the Company has minimal market risks facing it at present.

10. Capital management

In the management of capital, the Company includes consideration of the components of shareholders’ equity as well as cash and other working capital with a view to the Company’s current and future needs. The Company currently manager its capital structure and adjusts it, based on cash resources expected to be available to support its operations including the exploration and development of its mineral property interests. Management has not established a quantitative capital structure, but does review on a regular basis the stage of development of the Company and its needs.

There were no changes in the Company’s approach to capital management during the period.

The Company is not subject to any externally imposed capital requirements except the rules of the Canadian Securities Exchange with which it is presently in compliance.

11. Supplemental disclosure with respect to cash flows

STARLO VENTURES LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 Expressed in Canadian dollars unless otherwise stated

During the nine months ended September 30, 2024 and 2023, the Company incurred the following noncash financing and investing transactions that are not reflected in the statement of cash flows:

	2024	2023
	$	$
Shared issued upon conversion of special warrants	-	27,934
Shares issued for services	-	5,000