STLLR Gold Inc. — Regulatory Filings 2024

Feb 7, 2024

FORM 51-102F4 BUSINESS ACQUISITION REPORT

Item 1 - Identity of Company

1.1 Name and Address of Company

STLLR Gold Inc. (“ STLLR ” or the “ Company ”) Suite 4260 – 181 Bay Street, Toronto, ON M5J 2V1

1.2 Executive Officer

The following executive officer of the Company is knowledgeable about the acquisition and this business acquisition report:

Salvatore Curcio Chief Financial Officer Telephone: 416-254-0704

Item 2 – Details of Acquisition

2.1 Nature of Business Acquired

STLLR completed an acquisition of all the issued and outstanding common shares of Nighthawk Gold Corp. (“ Nighthawk ”) by way of a court-approved plan of arrangement (the “ Arrangement ”). Following the completion of the Arrangement, Nighthawk became a whollyowned subsidiary of STLLR.

Nighthawk’s principal asset is the Colomac Gold Project in which is holds a 100% interest. The Colomac Gold Project is located on the Indin Lake Property, approximately 220 km northwest of the city of Yellowknife, Northwest Territories and comprises of 153 mining leases, totalling 94,736 hectares.

For further details please refer to the Company’s joint management information circular dated December 20, 2023, which is filed on the Company’s SEDAR+ profile at www.sedarplus.com.

2.2 Acquisition Date

The date of the acquisition used for accounting purposes is February 6, 2024.

2.3 Consideration

Pursuant to the Arrangement, the consideration received by the shareholders of Nighthawk consisted of 0.21 (the “ Exchange Ratio ”) of a common share of STLLR (each, a “ STLLR Share ”) for each common share of Nighthawk (each, a “ Nighthawk Share ”) held. The Company issued an aggregate of 39,567,651 STLLR Shares to former holders of Nighthawk Shares.

Each share unit of Nighthawk (“ Nighthawk RSUs ”) outstanding immediately prior to the effective time of the Arrangement vested in accordance with its terms and was settled by Nighthawk in exchange for one Nighthawk Share.

• 2 -

Each outstanding option of Nighthawk (“ Nighthawk Options ”) that remained unexercised at the effective time of the Arrangement was exchanged for a fully-vested option of STLLR adjusted to reflect the Exchange Ratio.

Outstanding common share purchase warrants of Nighthawk (“ Nighthawk Warrant ”) were adjusted in accordance with the adjustment provisions in the relevant warrant certificate or warrant indenture such that following the completion of the Arrangement, the holders of such Nighthawk Warrants became entitled to acquire STLLR Shares based on the Exchange Ratio. The Nighthawk Warrants that were previously listed on the TSX were delisted and relisted on the TSX as warrants of STLLR.

2.4 Effect on Financial Position

The completion of the Arrangement has resulted in the Company adding the Colomac Project in the Northwest Territories to its portfolio of mineral projects. The Company intends to continue with the exploration and development of the Colomac Project and no material changes to the business or affairs of Nighthawk which may have a significant effect on the financial performance and financial position of the Company are planned at this time.

The effect of the Arrangement on the financial position of Moneta is outlined in the unaudited pro-forma financial statements referred to in Item 3 below, which shows the effect of the Arrangement on the results of operations and financial position of the Company, and which are attached to this business acquisition report.

2.5 Prior Valuations

None.

2.6 Parties to Transaction

The Acquisition did not involve “informed persons” within the meaning of National Instrument 51-102 - Continuous Disclosure Obligations .

2.7 Date of Report

February 6, 2024.

Item 3 – Financial Statements and Other Information

The financial statements included in this business acquisition report are as follows:

– Appendix A Acquisition Financial Statements

• (1) The audited consolidated financial statements of Nighthawk for the years ended December 31, 2022 and December 31, 2021, together with the notes thereto and the auditor’s report thereon. The Company has not requested nor obtained the consent of MNP LLP to include its auditor report in this Report.

• (2) The condensed interim consolidated financial statements for the three and nine months ended September 30, 2023 and 2022, together with the notes thereto.

Appendix B – The Pro Forma Financial Statements

• (5) The pro forma combined statement of financial position as at September 30, 2023, the pro forma combined statement of comprehensive earnings/(loss) for the year ended December 31, 2022 and the pro forma combined statement of comprehensive earnings/(loss) for the nine months ended September 30, 2023, together with the notes thereto.

• 3 -

FORWARD-LOOKING INFORMATION

This document contains or refers to forward-looking information. Such forward-looking information includes, among other things, statements regarding STLLR’s future plans and is based on current expectations that involve a number of business risks and uncertainties. Factors that could cause actual results to differ materially from any forward-looking information include, but are not limited to: risks associated with required regulatory approvals, the exploration, development and mining such as economic factors as they effect exploration, future commodity prices, changes in foreign exchange and interest rates, actual results of current exploration activities, government regulation, political or economic developments, the ongoing wars and their effect on supply chains, environmental risks, COVID-19 and other pandemic risks, permitting timelines, capex, operating or technical difficulties in connection with development activities, employee relations, the speculative nature of gold exploration and development, including the risks of diminishing quantities of grades of reserves, contests over title to properties, and changes in project parameters as plans continue to be refined as well as those risk factors discussed in the joint management information circular of Nighthawk and Moneta dated December 20, 2023, available on www.sedarplus.com. Additionally, forward-looking statements look into the future and provide an opinion as to the effect of certain events and trends on the business. Forward-looking statements may include words such as “plans,” “may,” “estimates,” “expects,” “intends,” “believes,” “indicates,” “targeting,” “potential” and similar expressions. These forward-looking statements are based on current expectations and entail various risks and uncertainties. Forward-looking statements are subject to significant risks and uncertainties and other factors that could cause actual results to differ materially from expected results. Readers should not place undue reliance on forward-looking information. Any forward-looking statements contained herein are made as of the date hereof and the Company assumes no responsibility to update them or revise them to reflect new events or circumstances, except as required by law.

APPENDIX A

ACQUISITION FINANCIAL STATEMENTS

[ See attached ]

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Consolidated Financial Statements

For the Years Ended December 31, 2022 and 2021

Presented in Canadian Dollars

February 28, 2023

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MANAGEMENT'S RESPONSIBILITY FOR THE CONSOLIDATED FINANCIAL STATEMENTS

The accompanying consolidated financial statements of Nighthawk Gold Corp. (“ Nighthawk ”) were prepared by management in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board. Management acknowledges responsibility for the preparation and presentation of the consolidated financial statements, including responsibility for significant accounting judgments and estimates and the choice of accounting principles and methods that are appropriate to Nighthawk's circumstances. Nighthawk's significant accounting policies are summarized in note 3 to the consolidated financial statements.

Management has established processes, which are in place to provide it sufficient knowledge to support management representations that it has exercised reasonable diligence that (i) the consolidated financial statements do not contain any untrue statement of material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it is made, as of the date of, and for the periods presented by, the consolidated financial statements and (ii) the consolidated financial statements fairly present in all material respects the financial condition, results of operations and cash flows of Nighthawk, as of the date of, and for the period presented by the consolidated financial statements.

The Board of Directors is responsible for reviewing and approving the consolidated financial statements and for ensuring that management fulfills its financial reporting responsibilities. An Audit Committee assists the Board of Directors in fulfilling this responsibility. The Audit Committee meets with management to review the internal controls over the financial reporting process, the financial statements and the auditors’ report. The Audit Committee also reviews Nighthawk's Management’s Discussion and Analysis to ensure that the financial information reported therein is consistent with the information presented in the consolidated financial statements. The Audit Committee reports its findings to the Board of Directors for its consideration in approving the consolidated financial statements for issuance to the shareholders.

Management recognizes its responsibility for conducting Nighthawk's affairs in compliance with established financial standards, and applicable laws and regulations, and for maintaining proper standards of conduct for its activities.

(Signed)"Keyvan Salehi"		(Signed)"Salvatore Curcio"
Keyvan Salehi President & Chief Executive Officer		Salvatore Curcio Chief Financial Officer

Independent Auditor's Report

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To the Shareholders of Nighthawk Gold Corp.:

Opinion

We have audited the consolidated financial statements of Nighthawk Gold Corp. and its subsidiary (the "Company"), which comprise the consolidated statements of financial position as at December 31, 2022 and December 31, 2021, and the consolidated statements of loss and comprehensive loss, changes in shareholders' equity and cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as at December 31, 2022 and December 31, 2021, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with International Financial Reporting Standards.

Basis for Opinion

We conducted our audits in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audits of the consolidated financial statements in Canada, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. We have determined that there are no key audit matters to communicate in our report.

Other Information

Management is responsible for the other information. The other information comprises Management’s Discussion and Analysis.

Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audits of the consolidated financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audits or otherwise appears to be materially misstated. We obtained Management’s Discussion and Analysis prior to the date of this auditor’s report. If, based on the work we have performed on this other information, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements

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

In preparing the consolidated financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Company’s financial reporting process.

Auditor's Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Canadian generally accepted auditing standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.

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

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We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audits and significant audit findings, including any significant deficiencies in internal control that we identify during our audits.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

The engagement partner on the audit resulting in this independent auditor's report is Brock Stroud.

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Toronto, Ontario February 28, 2023

Chartered Professional Accountants Licensed Public Accountants

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NIGHTHAWK GOLD CORP. CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

Presented in Canadian Dollars

As at December 31,		2022	2021
ASSETS
Current Assets
Cash and cash equivalents	$	18,680,516 $	13,827,773
Amounts receivable		65,265	227,784
Prepaid expenses and supplies		641,479	1,182,964
		19,387,260	15,238,521
Non-current Assets
Restricted cash_(note 5)_		4,749,566	4,749,566
Property, plant and equipment_(note 6)_		101,567	-
Exploration and evaluation assets_(note 7)_		13,141,125	12,306,231
		17,992,258	17,055,797
	$	37,379,518 $	32,294,318
LIABILITIES
Current Liabilities
Accountspayable and accrued liabilities	$	2,186,957 $	1,012,485
Non-current Liabilities
Flow-through share premium liability		2,288,681	1,512,854
Provision for service obligation_(note 8)_		3,012,314	3,012,314
Reclamationprovision_(note 9)_		1,301,324	910,329
		6,602,319	5,435,497
SHAREHOLDERS' EQUITY
Share capital_(note 10(a))_		155,156,116	133,839,348
Warrant reserve_(note 10(b))_		6,119,425	4,002,500
Share-based payment reserve_(note 10(c))_		22,516,591	20,834,490
Accumulated deficit		(155,201,890)	(132,830,002)
		28,590,242	25,846,336
	$	37,379,518 $	32,294,318

Subsequent Event (note 16)

The accompanying notes are an integral part of the consolidated financial statements.

On behalf of the Board:

(Signed) "Morris Prychidny" (Signed) "Brian Howlett" Director Director

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NIGHTHAWK GOLD CORP.

CONSOLIDATED STATEMENTS OF LOSS AND COMPREHENSIVE LOSS

Presented in Canadian Dollars

For theyear ended December 31,		2022	2021
Operating Expenses
General and Administrative Expenses
Salaries, director and consulting fees_(note 13)_	$	3,050,213 $	2,038,422
Shareholder communication and marketing		499,169	288,653
Office and administration		356,271	392,265
Professional fees		355,087	161,569
Travel		278,719	22,524
Regulatory		233,187	206,403
Stock-based compensation_(note 10(c))_		1,897,227	1,947,225
		6,669,873	5,057,061
Exploration and Evaluation Expenses(note 7)		21,463,263	30,757,780
Operating Loss		28,133,136	35,814,841
Other Income
Flow-through share premium		4,969,460	6,802,967
Interest income		498,605	39,754
Other income		165,540	70,184
Government grant income		106,080	-
Gain on debt settlement_(note 7)_		21,563	26,000
Total Other Income		5,761,248	6,938,905
Net Loss and Comprehensive Loss	**$ **	(22,371,888) $	(28,875,936)
Net Loss Per Share(note 12):
Basic and Fully Diluted	$	(0.20) $	(0.42)

The accompanying notes are an integral part of the consolidated financial statements.

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NIGHTHAWK GOLD CORP.

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

Presented in Canadian Dollars

Presented in Canadian Dollars
					Share-based	Accumulated
	Share capital	Warrant reserve		payment reserve		deficit	Total equity
Balance at December 31, 2020	$ 104,003,121	$	516,712	$	18,567,340	$ (103,954,066)	$	19,133,107
Issuance of shares on April 8, 2021, net of cash share
issue costs of $745,962_(note 10(a))_	10,200,538		-		-	-		10,200,538
Issuance of shares on July 7, 2021, net of cash share
issue costs of $2,010,680_(note 10(a))_	24,994,503		-		-	-		24,994,503
Issuance of shares on December 9, 2021, net of cash
share issue costs of $395,724_(note 10(a))_	5,234,276		-		-	-		5,234,276
Flow-through share premium	(7,187,340)		-		-	-		(7,187,340)
Fair value of warrants issued	(4,002,500)		4,002,500		-	-		-
Issuance of shares for Kim and Cass Option_(note 7)_	374,000		-		-	-		374,000
Exercise of share units	222,750		-		(222,750)	-		-
Expiry of warrants	-		(516,712)		516,712	-		-
Stock-based compensation_(note 10(c))_	-		-		1,947,225	-		1,947,225
Stock-based payment for services	-		-		25,963	-		25,963
Net loss for theyear	-		-		-	(28,875,936)		(28,875,936)
Balance at December 31, 2021	$ 133,839,348	$	4,002,500	$	20,834,490	$ (132,830,002)	$	25,846,336
Issuance of shares on May 3, 2022, net of cash
share issue costs of $2,428,100_(note 10(a))_	28,626,526		-		-	-		28,626,526
Flow-through share premium	(5,745,286)		-		-	-		(5,745,286)
Fair value of warrants issued	(2,116,925)		2,116,925		-	-		-
Issuance of shares for Kim and Cass Option_(note 7)_	328,437		-		-	-		328,437
Exercise of share units	224,016		-		(224,016)	-		-
Stock-based compensation_(note 10(c))_	-		-		1,897,227	-		1,897,227
Stock-based payment for services	-		-		8,890	-		8,890
Net loss for theyear	-		-		-	(22,371,888)		(22,371,888)
Balance at December 31, 2022	$ 155,156,116	$	6,119,425	$	22,516,591	$ (155,201,890)	$	28,590,242

The accompanying notes are an integral part of the consolidated financial statements.

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NIGHTHAWK GOLD CORP.

CONSOLIDATED STATEMENTS OF CASH FLOWS

Presented in Canadian Dollars

NIGHTHAWK GOLD CORP. CONSOLIDATED STATEMENTS OF CASH FLOWS Presented in Canadian Dollars
For theyear ended December 31,		2022	2021
Cash provided by (used in)
Operations
Net loss for the year	**$ **	(22,371,888) $	(28,875,936)
Items not involving cash:
Stock-based compensation		1,897,227	1,947,225
Gain on debt settlement		(21,563)	(26,000)
Flow-through share premium		(4,969,460)	(6,802,967)
Stock-based payment for services		8,890	25,963
Depreciation		9,233	-
Change in non-cash working capital:
Amounts receivable		162,520	4,293
Prepaid expenses and supplies		541,485	(288,226)
Accountspayable and accrued liabilities		1,174,472	(571,084)
		(23,569,084)	(34,586,732)
Financing
Issuance of common shares, net of share issue costs		28,626,526	40,429,317
Purchase of letter of credit		-	(80,256)
		28,626,526	40,349,061
Investing
Purchase of property, plant and equipment		(110,800)	-
Acquisition costs		(93,899)	(244,388)
		(204,699)	(244,388)
Increase in cash		4,852,743	5,517,941
Cash and cash equivalents, beginning ofyear		13,827,773	8,309,832
Cash and cash equivalents, end ofyear	$	18,680,516 $	13,827,773

The accompanying notes are an integral part of the consolidated financial statements.

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NIGHTHAWK GOLD CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Presented in Canadian Dollars

For the years ended December 31, 2022 and 2021

1. NATURE OF OPERATIONS

Nighthawk Gold Corp. (“ Nighthawk ” or the " Company ") was incorporated on January 8, 2004 under the Business Corporations Act (Ontario) and is a publicly listed Canadian junior resource company with exploration and evaluation assets in Canada. Nighthawk is engaged in the identification, acquisition, exploration and evaluation of gold properties, is listed on the Toronto Stock Exchange (" TSX "), and trades under the symbol NHK. To date, Nighthawk has not earned any revenue from operations. The Company's registered office is located at Suite 301, 141 Adelaide Street West, Toronto, Ontario, Canada, M5H 3L5.

On January 1, 2022, the Company vertically amalgamated its wholly-owned and controlled subsidiary Golden Sierra Inc., which was inactive during the years ended December 31, 2022 and 2021.

On September 12, 2022, the Company incorporated a wholly-owned subsidiary, 1000308714 Ontario Inc. This whollyowned subsidiary will focus on acquiring royalty interests, making strategic investments and exploring other accretive opportunities.

The consolidated financial statements for the years ended December 31, 2022 and 2021 have been approved for issue by the Board of Directors on February 28, 2023.

Nighthawk is in the exploration stage and is subject to risks and challenges similar to companies in a comparable stage. These risks include, but are not limited to, the challenges of securing adequate capital in view of exploration, development and operational risks inherent in the mining industry; changes in government policies and regulations; the ability to obtain the necessary environmental permitting; challenges in future profitable production or, alternatively Nighthawk's ability to dispose of its exploration and evaluation assets on an advantageous basis; as well as global economic, precious and base metal price volatility; all of which are uncertain.

During the year, there was a continued global outbreak of COVID-19, which has had a significant impact on businesses through the restrictions put in place by the Canadian governments regarding travel, business operations and isolation/quarantine orders. In light of the pandemic, Nighthawk has taken precautions to ensure the safety and wellbeing of all personnel at site, as well as the surrounding communities.

Global economic activity has slowed over the second half of 2022. There is uncertainty in estimating the impact that rising interest rates, inflation and supply chain disruptions exacerbated by the measures imposed in some countries to combat the spread of COVID-19 and geopolitical events, will have on the macroeconomic environment. We anticipate this situation may continue to cause supply chain disruptions, and staff shortages, all of which may negatively impact the Company’s business and financial condition.

2. BASIS OF PRESENTATION

These consolidated financial statements are presented in Canadian dollars and have been prepared in accordance with International Financial Reporting Standards (“ IFRS ”) and International Financial Reporting Interpretations Committee (“ IFRIC ”) interpretations as issued by the International Accounting Standards Board (“ IASB ”) and have been consistently applied to all the years presented. The principal accounting policies applied in the preparation of these audited consolidated financial statements are set out below.

The consolidated statement of cash flows shows the changes in cash and cash equivalents arising during the year from operating activities, investing activities and financing activities.

These consolidated financial statements have been prepared under the historical cost convention, except fair value through profit and loss assets which are carried at fair value, and have been prepared using the accrual basis of accounting except for cash flow information.

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NIGHTHAWK GOLD CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Presented in Canadian Dollars

For the years ended December 31, 2022 and 2021

3. SIGNIFICANT ACCOUNTING POLICIES

(a) Basis of Consolidation

The consolidated financial statements comprise the accounts of Nighthawk and the assets, liabilities, revenues and expenses of its wholly-owned and controlled subsidiary 1000308714 Ontario Inc.

Subsidiary

A subsidiary is an entity over which Nighthawk is exposed, or has rights, to variable returns from its involvement with the subsidiaries and has the ability to affect those returns through its power over the subsidiary.

The accounts of the subsidiary are prepared for the same reporting year as the parent entity, using consistent accounting policies. Inter-company transactions and balances are eliminated. Unrealized gains and losses are also eliminated. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by Nighthawk.

(b) Business Combinations

Business combinations are accounted for using the acquisition method of accounting, whereby identifiable assets acquired and liabilities assumed are recorded at fair value as of the date of acquisition with the excess of the purchase price over such fair value recorded as goodwill.

If a transaction does not meet the definition of a business combination as per IFRS standards, the transaction is recorded as an acquisition of an asset.

(c) Functional and Presentation Currency

These consolidated financial statements are presented in Canadian dollars, which is Nighthawk’s functional currency. The functional currency of Nighthawk’s subsidiary is also the Canadian dollar. The functional currency of Nighthawk’s consolidated entity is measured using the currency of the primary economic environment in which that entity operates.

(d) Financial Instruments

IFRS 9 includes finalized guidance on the classification and measurement of financial assets. Under IFRS 9, financial assets are classified and measured either at amortized cost, fair value through other comprehensive income (" FVOCI ") or fair value through profit or loss (" FVTPL ") based on the business model in which they are held and the characteristics of their contractual cash flows.

All financial assets not classified at amortized cost or FVOCI are measured at FVTPL. On initial recognition, the Company can irrevocably designate a financial asset at FVTPL if doing so eliminates or significantly reduces an accounting mismatch.

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

• It is held within a business model whose objective is to hold the financial asset to collect the contractual cash flows associated with the financial asset instead of selling the financial asset for a profit or loss;

• Its contractual terms give rise to cash flows that are solely payments of principal and interest.

Financial liabilities are classified as either financial liabilities at FVTPL or at amortized cost. The Company determines the classification of its financial liabilities at initial recognition.

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NIGHTHAWK GOLD CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Presented in Canadian Dollars

For the years ended December 31, 2022 and 2021

3. SIGNIFICANT ACCOUNTING POLICIES (continued)

(d) Financial Instruments (continued)

Financial liabilities are classified as measured at amortized cost unless they fall into one of the following categories: financial liabilities at FVTPL, financial liabilities that arise when a transfer of a financial asset does not qualify for derecognition, financial guarantee contracts, commitments to provide a loan at a below-market interest rate, or contingent consideration recognized by an acquirer in a business combination.

Financial liabilities are classified as FVTPL if they fall into one of the five exemptions detailed above.

Transaction costs associated with financial instruments, carried at FVTPL, are expensed as incurred, while transaction costs associated with all other financial instruments are included in the initial carrying amount of the asset or the liability.

All financial instruments are initially recognized at fair value on the consolidated statement of financial position. Subsequent measurement of financial instruments is based on their classification. Financial assets and liabilities classified at FVTPL are measured at fair value with changes in those fair values recognized in the consolidated statement of loss and comprehensive loss for the year. Financial assets classified at amortized cost and financial liabilities are measured at amortized cost using the effective interest method.

The Company derecognizes financial liabilities only when its obligations under the financial liabilities are discharged, cancelled, or expired. The difference between the carrying amount of the financial liability derecognized and the consideration paid and payable, including any non-cash assets transferred or liabilities assumed, is recognized in profit or loss.

IFRS 9 introduced a single expected credit loss impairment model, which is based on changes in credit quality since initial application. The adoption of the expected credit loss impairment model had no impact on the Company's consolidated financial statements.

The Company assumes that the credit risk on a financial asset has increased significantly if it is more than 30 days past due. The Company considers a financial asset to be in default when the borrower is unlikely to pay its credit obligations to the Company in full or when the financial asset is more than 90 days past due .

The carrying amount of a financial asset is written off (either partially or in full) to the extent that there is no realistic prospect of recovery. This is generally the case when the Company determines that the debtor does not have assets or sources of income that could generate sufficient cash flows to repay the amounts subject to the write-off.

The following table summarizes the classification and measurement under IFRS 9 for each financial instrument:

Classification	IFRS 9
Cash & cash equivalents	Amortized cost
Amounts receivable	Amortized cost
Restricted cash	Amortized cost
Accounts payable and accrued liabilities	Amortized cost

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NIGHTHAWK GOLD CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Presented in Canadian Dollars

For the years ended December 31, 2022 and 2021

3. SIGNIFICANT ACCOUNTING POLICIES (continued)

(d) Financial Instruments (continued)

Financial instruments recorded at fair value on the consolidated statements of financial position are classified using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The fair value hierarchy has the following levels:

• Level 1 - valuation based on quoted prices (unadjusted) in active markets for identical assets or liabilities;

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

• Level 3 - valuation techniques using inputs for the asset or liability that are not based on observable market data (unobservable inputs).

(e) Cash & Cash Equivalents

Cash includes balances and guaranteed investment certificates held with a Canadian chartered bank. Cash and cash equivalents include cash on hand and highly liquid investments with an original maturity at the date of purchase of three months or less.

(f) Exploration and Evaluation Assets, and Mineral Properties

Exploration and Evaluation Assets

Exploration expenditures are the costs incurred in the initial search for mineral deposits with economic potential or in the process of obtaining more information about existing mineral deposits. Exploration expenditures typically include costs associated with prospecting, sampling, mapping, drilling and other work involved in searching for minerals.

Evaluation expenditures are the costs incurred to establish the technical and commercial viability of developing mineral deposits identified through exploration activities or by acquisition. Evaluation expenditures include the cost of:

• (i) establishing the volume and grade of deposits through drilling of core samples, trenching and sampling activities in an ore body that is classified as either a mineral resource or a proven and probable reserve;

• (ii) determining the optimal methods of extraction and metallurgical and treatment processes;

• (iii) studies related to surveying, transportation, and infrastructure requirements;

• (iv) permitting activities; and

• (v) economic evaluations to determine whether development of the mineralized material is commercially justified, including scoping, prefeasibility and final feasibility studies.

License costs paid in connection with a right to explore in an existing exploration area are expensed as incurred.

Once the legal right to explore has been acquired, exploration and evaluation expenditure is charged to profit or loss as incurred, unless it is concluded that a future economic benefit is more likely than not to be realized.

In evaluating if expenditures meet the criteria to be capitalized, several different sources of information are utilized. The information that is used to determine the probability of future benefits depends on the extent of exploration and evaluation that has been performed.

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NIGHTHAWK GOLD CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Presented in Canadian Dollars

For the years ended December 31, 2022 and 2021

3. SIGNIFICANT ACCOUNTING POLICIES (continued)

(f) Exploration and Evaluation Assets, and Mineral Properties (continued)

Exploration and evaluation expenditures incurred on a license where a NI 43-101 – Standards of Disclosure for Mineral Projects (“43-101”) mineral resource has not yet been established are expensed as incurred until sufficient evaluation has occurred in order to establish a 43-101 mineral resource and on completion of a pre-feasibility study. Costs expensed during this phase are included in “exploration and evaluation expenses” in the consolidated statements of loss and comprehensive loss.

Costs of acquiring exploration and evaluation assets are capitalized. They are subsequently measured at cost less accumulated impairment. No amortization is charged during the exploration and evaluation phase.

Once development is sanctioned, exploration and evaluation assets are tested for impairment and transferred from “Exploration and Evaluation Assets” to “Mineral Properties and Deferred Development Costs” or “Property, Plant & Equipment” depending on the nature of the asset.

Mineral Properties

Mine development costs are capitalized if management determines that there is sufficient evidence to support probability of generating positive economic returns in the future. A mineral resource is considered to have economic potential when the technical feasibility and commercial viability of extraction of the mineral resource is demonstrable considering long-term metal prices. Prior to capitalizing such costs, management determines if there is a probable future benefit that will contribute to future cash inflows, the Company can obtain the benefit and control access to it, and if the transaction or event giving rise to the benefit has already occurred.

If the Company does not have sufficient evidence to support the probability of generating positive economic returns in the future, mine development costs are expensed in the consolidated statements of loss and comprehensive loss.

Amortization and Depletion

Exploration and evaluation assets and mineral properties are not subject to depletion or amortization – they are assessed for impairment annually or when circumstances indicate that the carrying value may not be recoverable.

Disposal

At the disposal, gains or losses of an item within Exploration and Evaluation Assets, or Mineral Properties are calculated as the difference between the proceeds from disposal and the carrying amount. Those gains or losses are recognized net within other income in profit or loss.

(g) Borrowing Costs

Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets are capitalized as part of the cost of the asset until such time as the assets are substantially ready for their intended use. Qualifying assets are those that necessarily take a substantial year of time to prepare for its intended use or sale. All other borrowing costs are recognized as interest or accretion expense within other income in profit or loss in the year in which they are incurred.

(h) Impairment of non-financial assets

The carrying amounts of Nighthawk's non-financial assets, other than deferred tax assets, are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists then the asset’s recoverable amount is estimated.

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NIGHTHAWK GOLD CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Presented in Canadian Dollars

For the years ended December 31, 2022 and 2021

3. SIGNIFICANT ACCOUNTING POLICIES (continued)

(h) Impairment of non-financial assets (continued)

The recoverable amount of an asset or cash-generating unit is the greater of its value in use and its fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. For the purpose of impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or groups of assets (the cash-generating unit).

An impairment loss is recognized if the carrying amount of an asset or its cash-generating unit exceeds its recoverable amount. Impairment losses are recognized in profit or loss. Impairment losses recognized in respect of cash-generating units are allocated first to reduce the carrying amount of any goodwill allocated to the units and then to reduce the carrying amount of the other assets in the unit (group of units) on a pro-rata basis.

In respect of other assets, impairment losses recognized in prior periods are assessed at each reporting date for any indications that the loss has decreased or no longer exists. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if no impairment loss had been recognized.

(i) Share-Based Payment Transactions

The grant date fair value of share-based payment awards granted to employees is recognized as an employee expense or capitalized to exploration and evaluation assets for grants to individuals working directly on mineral properties, with a corresponding increase in equity, over the period that the employees unconditionally become entitled to the awards. The amount recognized as an expense is adjusted to reflect the number of awards for which the related service and non-market vesting conditions are expected to be met, such that the amount ultimately recognized as an expense is based on the number of awards that do meet the related service and non-market performance conditions at the vesting date. For share-based payment awards with non-vesting conditions, the grant date fair value of the share-based payment is measured to reflect such conditions and there is no adjustment for differences between expected and actual outcomes. Fair values of share-based payments (including stock options) are determined based on estimated fair values at the time of grant using the Black-Scholes option pricing model using the management assumptions disclosed in note 10 (b) and note 10 (c) for warrants and stock options, respectively. The fair value of share units equals the fair market value of the corresponding shares at the grant date. An individual is classified as an employee when the individual is an employee for legal or tax purposes (direct employee) or provides services similar to those performed by a direct employee, including Directors of Nighthawk.

Share-based payment arrangements in which Nighthawk receives goods or services as consideration for its own equity instruments are accounted for as equity-settled share-based payment transactions. These transactions are measured at the fair value of goods or services received, unless that fair value cannot be estimated reliably, in which case, they are measured indirectly, by reference to the fair value of the equity instruments granted.

If a grant of share-based payment is cancelled during the vesting period (other than a grant cancelled by forfeiture), the entity accounts for the cancellation as an acceleration of vesting, recognizing immediately the amount that otherwise would have been recognised for services received over the remainder of the vesting period.

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NIGHTHAWK GOLD CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Presented in Canadian Dollars

For the years ended December 31, 2022 and 2021

3. SIGNIFICANT ACCOUNTING POLICIES (continued)

(j) Provisions and Asset Retirement Obligations

A provision is recognized if, as a result of a past event, Nighthawk has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions, including asset retirement obligations, are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. The unwinding of the discount is recognized as finance cost.

(k) Income Tax

Tax expense which is recognized in the consolidated statements of loss and comprehensive loss comprises the sum of current and deferred tax, except to the extent it relates to items recognized directly in equity.

Current tax expense is based on the results for the period as adjusted for items that are not taxable or not deductible. Current tax is calculated using tax rates and laws that were enacted or substantively enacted at the end of the reporting period. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. Provisions are established where appropriate on the basis of amounts expected to be paid to the tax authorities.

Deferred tax is recognized in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognized for the following temporary differences: the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit or loss, and differences relating to investments in subsidiaries and jointly controlled entities to the extent that it is probable that they will not reverse in the foreseeable future.

In addition, deferred tax is not recognized for taxable temporary differences arising on the initial recognition of goodwill. Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the reporting date.

Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realized simultaneously.

A deferred tax asset is recognized for unused tax losses, tax credits and deductible temporary differences, to the extent that it is probable that future taxable profits will be available against which they can be utilized. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized.

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NIGHTHAWK GOLD CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Presented in Canadian Dollars

For the years ended December 31, 2022 and 2021

3. SIGNIFICANT ACCOUNTING POLICIES (continued)

(l) Share Capital

Common shares

Common shares are classified as equity. Incremental costs directly attributable to the issue of common shares and share options are recognized as a deduction from equity, net of any tax effects.

Flow-through Shares

To the extent that Nighthawk issues common shares to subscribers on a flow-through basis at a premium to the market value of non-flow through common shares, any such premium is recorded as a liability on Nighthawk's consolidated statement of financial position at the time of subscription. This liability is reduced, on a pro-rata basis, as Nighthawk fulfills its expenditure renunciation obligation associated with such flow-through share issuances, with an offsetting amount recognized as income.

(m)Valuation of Equity Instruments in Private Placements

Nighthawk has adopted a relative fair value method with respect to the measurement of common shares and warrants issued as private placement units. Warrants attached to units are valued using the Black-Scholes option pricing model and the share price at the time of financing, and the shares are valued based on quoted market price.

The proceeds from the issue of units are allocated between share capital and reserve for warrants. If and when the warrants are exercised, the applicable amounts of reserve for warrants are transferred to share capital. Any consideration paid on the exercise of the warrants is credited to capital stock. For those warrants that expire after vesting, the recorded value is transferred to share-based payment reserve.

(n) Net Loss Per Share

Nighthawk presents basic and fully diluted net loss per share data for its common shares. Basic net loss per share is calculated by dividing the net loss attributable to common shareholders of Nighthawk by the weighted average number of common shares outstanding during the year, adjusted for own shares held. Fully diluted net loss per share is determined by adjusting the net loss attributable to common shareholders and the weighted average number of common shares outstanding, adjusted for own shares held, for the effects of all dilutive potential common shares, which comprise warrants and stock options granted. The effect on the diluted net loss per share of the exercise of the stock options, share units and warrants described in note 12 would be anti-dilutive.

(o) Property, Plant and Equipment

Property, plant and equipment are carried at cost, less accumulated depreciation and accumulated impairment losses.

The cost of an item of property, plant and equipment consists of the purchase price, any costs directly attributable to bringing the asset to the location and condition necessary for its inteded use and an initial estimate of the costs of dismantling and removing the item and restoring the site on which it is located.

The carrying amounts of property, plant, and equipment (including initial and subsequent capital expenditure) are amortized to their estimated residual value over the estimated useful lives of the specific assets concerned. Amortization is provided using the straight line basis evenly over the estimated useful lives of the property, plant and equipment:

Mining equipment

10 years

Amortization methods, useful lives and residual values are reviewed each year end and adjusted if appropriate.

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NIGHTHAWK GOLD CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Presented in Canadian Dollars

For the years ended December 31, 2022 and 2021

3. SIGNIFICANT ACCOUNTING POLICIES (continued)

(p) Government Grants

Government grants are recognized when there is reasonable assurance that the Company will comply with the conditions attached to them and the government grants will be received. Grants are recognized as other income over the period(s) necessary to match them with the related costs for which they are intended to compensate, on a systematic basis.

Grants receivable for costs already incurred or for immediate financial support, with no future related costs, are recognized in the period in which the grant is receivable.

If a grant becomes repayable, it is treated as a change in estimate. Where the original grant related to income, the repayment would be applied first against any related unamortized deferred credit, and any excess expensed.

(q) Adoption of Accounting Policies

The Company adopted the following policies during the year ended December 31, 2022 :

Amendments to IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors

Effective January 1, 2023 IAS 8 introduce a new definition of ‘accounting estimates’ to replace the definition of ‘change in accounting estimates’. A change in an accounting estimate may affect only the current period’s profit or loss, or the profit or loss of both the current period and future periods. The effect of the change relating to the current period is recognised as income or expense in the current period. The effect, if any, on future periods is recognised as income or expense in those future periods.The Company early adopted the amendment in January 2022. There was no impact to the current or comparative years presented as a result of the amendment.

4. CRITICAL ACCOUNTING ESTIMATES AND SIGNIFICANT JUDGMENTS

The preparation of these consolidated financial statements requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and reported amounts of revenues and expenses during the reporting period. Actual outcomes could differ from these estimates. These consolidated financial statements include estimates which, by their nature, are uncertain. The impacts of such estimates are pervasive throughout the consolidated financial statements, and may require accounting adjustments based on future occurrences. Revisions to accounting estimates are recognized in the period in which the estimate is revised and future periods if the revision affects both current and future periods. These estimates are based on historical experience, current and future economic conditions and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

The Company has identified the following areas where estimates, assumptions and judgments are made and where actual results may differ from the estimates under different assumptions and conditions and may materially affect financial results of the Company’s consolidated statements of financial position reported in future periods.

Significant Accounting Estimates

(a) Share-Based Payments

The determination of the fair value of stock options or warrants using the Black-Scholes option pricing model, requires the input of highly subjective assumptions, including the expected price volatility. Changes in the subjective input assumptions could materially affect the fair value estimate.

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NIGHTHAWK GOLD CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Presented in Canadian Dollars

For the years ended December 31, 2022 and 2021

4. CRITICAL ACCOUNTING ESTIMATES AND SIGNIFICANT JUDGMENTS (continued)

(b) Reclamation Provision

The Company assesses its reclamation and remediation provisions at each reporting period or when new material information is available. The amounts recorded for reclamation and remediation provisions are based on estimates prepared by third party environmental specialists, if available, or by persons within the Company who have the relevant skills and experience. These estimates are based on remediation activities required by environmental laws, the expected timing of cash flows, and the pre-tax risk-free interest rates on which the estimated cash flows have been discounted. These estimates also include an assumption of the rate at which costs may inflate in future periods. Actual results could differ from these estimates. The estimates are related to the nature, cost and timing of the work to be completed, and may change with future changes to costs, environmental laws and regulations and remediation practices.

Significant Accounting Judgments

(a) Going Concern

These consolidated financial statements have been prepared on a going concern basis and do not reflect the adjustments to the carrying values of assets and liabilities and the reported expenses and balance sheet classifications that would be necessary if the Company were unable to realize its assets and settle its liabilities as a going concern in the normal course of operations. Management has applied judgment in the assessment of the Company’s ability to continue as a going concern, considering all available information, and concluded that the going concern assumption is appropriate for a period of at least twelve months following the end of the reporting period. Given the judgment involved, actual results may lead to a materially different outcome.

(b) Exploration and Evaluation Expenditures

The application of the Company’s accounting policy for exploration and evaluation expenditure requires judgment to determine whether future economic benefits are likely, from either future exploitation or sale, or whether activities have not reached a stage that permits a reasonable assessment of the existence of reserves.

(c) Current and Deferred Taxes

Tax regulations are very complex and changing regularly. As a result, the Company is required to make judgments about the tax applications, the timing of temporary difference reversals, and the estimated realization of tax assets. Also, if a grant received becomes repayable, it will impact taxable profit or tax loss. In addition, all tax returns are subject to further government’s reviews, with the potential reassessments. All those facts can impact current and deferred tax provisions, deferred tax assets and liabilities, and operation results.

5. RESTRICTED CASH

During fiscal 2011, Nighthawk posted two irrevocable standby letters of credit with a Canadian chartered bank in the amount of $401,000 (collectively, the " Permit LOC's ") to provide security under its land use permit and water access licence for the existing reclamation work associated with the Damoti Reclamation Obligation (notes 7 and 9) as well as with its exploration activities relating to the Indin Lake Gold Property in the Northwest Territories, Canada. In March 2012, Nighthawk posted additional security of $78,000 upon receiving approval on its updated land use permit, which was submitted to support its expanded exploration activities on its Indin Lake Gold Property. During fiscal 2020, Nighthawk posted $190,310 as additional security upon receiving its renewed land use permit and water access licence, thereby approving its exploration activities until February 2024, and which are extendible up to February 2026. In 2021, a new environmental assessment estimating remediation costs related to additional camp and infrastructure and adjusments for inflation created the need for additional security of $20,256 and the purchase of additional letter of cedit for $60,000. The Permit LOC's are secured by guaranteed investment certificates (the " Permit GIC's ") at a Canadian chartered bank

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NIGHTHAWK GOLD CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Presented in Canadian Dollars

For the years ended December 31, 2022 and 2021

5. RESTRICTED CASH (continued)

for the same amount. The Permit GIC's and the additional securities and letter of credit added from 2012 to 2021 may be recovered by Nighthawk at expiration of the land use permit and water access licence in absence of any environmental disturbances provided Nighthawk carries out activities to satisfy the Damoti Reclamation Obligation.

On January 26, 2012, under the terms of its agreement to acquire 100% ownership of the mineral claims and leases of the former producing Colomac Gold Mine (the “ Colomac Gold Project ”) (note 7) , Nighthawk entered into three letters of credit at a Canadian chartered bank in favour of Aboriginal Affairs and Northern Development Canada (“ AANDC ”) to secure Nighthawk's service obligation to perform reclamation services on three other sites as follows: $3,000,000 for the Diversified site, $1,000,000 for the Spider Lake site and $1,000,000 for the Chalco Lake site (collectively, the " Colomac LOC's "). In fiscal 2013, the reclamation activities at the Chalco Lake site were completed and the approval of the third party engineer was obtained. As a result, the Colomac LOC with respect to the Chalco Lake site was released and the hold restriction on $1,000,000 was eliminated at that time (note 8) .

The Colomac LOC's totaling $4,000,000 are secured by guaranteed investment certificates (the " Colomac GIC's ") at a Canadian chartered bank for the same amounts. Upon completion of the service obligation with respect to each reclamation site to the satisfaction of an independent third party engineer, the Colomac LOC's with respect to each site will be released and the hold restriction on the related Colomac GIC will be eliminated. At any time, the Company may terminate the liability relating to this service obligation, but as a consequence would relinquish the related Colomac GIC still held as security against the Colomac LOC’s at that time.

6.

still held as security against the Colomac LOC’s at that time.
		Permit		Colomac		Total
	security/ Other			GIC's	restricted cash
Balance - December 31, 2020	$	669,310	$	4,000,000	$	4,669,310
Additional security for updated land use and water permits		20,256		-		20,256
Purchase of additional letter of credit		60,000		-		60,000
Balance - December 31, 2022 and 2021	$	749,566	$	4,000,000	$	4,749,566
PROPERTY PLANT AND EQUIPMENT
			Accumulated
As at December 31, 2022		Cost	amortization			Net
Miningequipment	$	**110,800 **	$	**9,233 **	$	101,567

Mining equipment consists of earthmoving equipment primarily used in the maintenance and upkeep of the camp, airstrip and surrounding area. All equipment was purchased throughout the year ended December 31, 2022.

7. EXPLORATION AND EVALUATION EXPENDITURES

Indin Lake Gold Property

In August 2008, Nighthawk acquired 6 mining leases and 6 mining claims (the " Damoti Lake Property ") which lie within Nighthawk's Indin Lake Gold Property in the Indin Lake Greenstone Belt located approximately 200 kilometres north of Yellowknife, Northwest Territories. The Damoti Lake Property is subject to an existing 2% net smelter return royalty. Nighthawk has carried out environmental assessments using a third party specialist and has estimated the cost of the Damoti Reclamation Obligation to be $1,301,324 (December 31, 2021 - $910,329) (note 9) .

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NIGHTHAWK GOLD CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Presented in Canadian Dollars

For the years ended December 31, 2022 and 2021

7. EXPLORATION AND EVALUATION EXPENDITURES (continued)

Upon acquisition, a reclamation obligation existed at the Damoti Lake Property (the “Damoti Reclamation Obligation” ). At the time of acquisition, the estimated cost of the Damoti Reclamation Obligation could not be reliably measured. Nighthawk has capitalized the Damoti Reclamation Obligation, and related assessment costs, as acquisition costs related to the Damoti Lake Property as the liability was assumed at acquisition. During the year ended December 31, 2022, Nighthawk incurred $93,899 of assessment costs which have been capitalized as acquisition costs (2021 - $210,783).

Under agreements dated January 7, 2011, and as amended on April 4, 2013, Nighthawk acquired 100% interest in 15 mining leases and 3 mining claims (the " Indin Lake Gold Property ") within the Indin Lake Greenstone Belt, subject to existing net smelter royalties on certain claims ranging from 2% to 5%, by making payments of cash and common shares totalling $725,000. In January and April 2011, Nighthawk staked 107 additional mining claims in the Northwest Territories which link the Indin Lake Properties and the Damoti Lake Property, thereby consolidating much of the Indin Lake Gold Property's ground. In January 2020, the Company paid an aggregate of $280,000 in cash and issued 200,000 common shares (valued at $282,000) to purchase certain net smelter return and net profit interest royalties on the Indin Lake Properties.

In January 2012, Nighthawk completed an agreement to acquire 100% ownership of the mineral claims and leases of the Colomac Gold Project, located within the Indin Lake Greenstone Belt and contiguous to and surrounded by Nighthawk's existing Indin Lake Gold Property in the Northwest Territories, from AANDC. As consideration for the Colomac Gold Project, Nighthawk committed to perform reclamation services on three other sites within the Indin Lake Gold Property land package which are the responsibility of AANDC: the Diversified, Chalco Lake, and Spider Lake sites. The obligation for the services wais to be carried out on behalf of AANDC to a maximum of $5,000,000. See note 8 for further details on the provision for service obligation remaining at December 31, 2022. The Company did not assume the reclamation liabilities of these three sites and is not responsible for any historical environmental liabilities associated with the Colomac Gold Project. At any time, the Company may terminate the liability relating to this service obligation, but as a consequence would relinquish the related Colomac GIC still held as security against the Colomac LOC’s at that time.

Under an option agreement dated February 17, 2021, the Company acquired an option to earn a 100% interest in 4 contiguous mining leases adjacent to Nighthawk's existing Indin Lake Gold Property (Kim and Cass Option). As part of the terms of the option agreement, the Company has agreed to pay aggregate consideration of $1.1 million (pursuant to the schedule below) and grant a 2.5% net smelter return (" NSR ") royalty. In addition, the Company shall have the right, at any time, to purchase up to 100% of the NSR for up to $2.5 million, thereby reducing the NSR to zero if the full 100% is purchased.

Payment Schedule:

• Upon execution of the option agreement - $400,000 (satisfied by the issuance of 340,000 common shares of the Company valued at $374,000 (note 10(a)) ; a gain on debt settlement of $26,000 was recorded during the year ended December 31, 2021);

• On or before February 17, 2022 - $350,000 (satisfied by the issuance of 475 , 996 common shares of the Company valued at $328,437 (note 10(a)) ; a gain on debt settlement of $21,563 was recorded during the year ended December 31, 2022); and

• On or before February 17, 2023 - $350,000 in any proportion of common shares or cash, at Nighthawk's full discretion (note 16 ).

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NIGHTHAWK GOLD CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Presented in Canadian Dollars

For the years ended December 31, 2022 and 2021

7. EXPLORATION AND EVALUATION EXPENDITURES (continued)

Mineral Property	December 31, 2021 December 31, 2022 Option & Exploration Option & Exploration Acquisition Costs Costs Cumulative Acquisition Costs Costs Cumulative Capitalized Expensed Total Capitalized Expensed Total
Indin Lake Gold	$12,306,231 $ 114,227,518 $ 126,533,749 $ 13,141,125 $ 135,690,781 $ 148,831,906
	Option & Acquisition Costs
Balance - December 31, 2020 $ 11,152,664
Option payments 400,000 Acquisition costs 244,388 Change in reclamation liabilityestimate 509,179
Balance - December 31, 2021 $ 12,306,231
Option payments 350,000 Acquisition costs 93,899 Change in reclamation liabilityestimate 390,995
Balance - December 31, 2022 $ 13,141,125

For theyears ended December 31,		2022	2021
Drilling	$	6,494,072 $	10,229,091
Transportation		4,828,629	8,630,510
Camp		4,028,611	5,577,117
Geological & consultant fees		2,799,940	4,885,579
Assaying & analytical		1,174,169	1,045,565
Licenses & permits		945,901	335,739
Geophysics		942,707	-
Environmental		240,001	-
Administrative & other		9,233	41,684
Prospecting		-	12,495
Total Exploration and Evaluation Expenses	$	21,463,263 $	30,757,780

8. PROVISION FOR SERVICE OBLIGATION

As consideration for the Colomac Gold Project (note 7) , Nighthawk agreed to perform reclamation services on three other sites within the Indin Lake Gold Property land package which are the responsibility of AANDC: Diversified, Chalco Lake (completed in 2013), and Spider Lake. The obligation for the reclamation services was to be carried out on behalf of AANDC to a maximum of $5,000,000, of which $1,000,000 of the reclamation activities related to the Chalco Lake site were relinquished in 2013 upon approvals of the third party engineer. Nighthawk has the Colomac LOC's totaling $4,000,000 in favour of AANDC to secure Nighthawk's obligation to perform the services for each site. The Colomac LOC's are secured by the Colomac GIC's at a Canadian chartered bank for the same amounts (note 5) .

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NIGHTHAWK GOLD CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Presented in Canadian Dollars

For the years ended December 31, 2022 and 2021

8. PROVISION FOR SERVICE OBLIGATION (continued)

Nighthawk did not assume the reclamation liabilities of these sites. Upon completion of the service obligation with respect to each site to the satisfaction of an independent third party engineer, the Colomac LOC's with respect to each site will be released and the hold restriction on the related Colomac GIC will be eliminated. At any time, the Company may terminate the liability relating to this service obligation, but as a consequence would relinquish the related Colomac GIC still held as security against the Colomac LOC’s at that time.

					Service Obligation
Balance - December	31,	2022	and	2021	$ 3,012,314

9. RECLAMATION PROVISION

Upon acquisition of the Damoti Lake Property (note 7) , the Damoti Reclamation Obligation existed at the Damoti Lake Property. At the time of acquisition, the estimated cost of the Damoti Reclamation Obligation could not be reliably measured. Nighthawk had since carried out environmental assessments using a third party specialist and initially estimated the cost of the Damoti Reclamation Obligation to be $401,150. In 2021 a new environmental assessment estimated the Damoti Reclamation Obligation and the Colomac exploration program reclamation to be $910,329. During the year ended December 31, 2022, an environmental assessment estimated it to be $1,301,324 in aggregate. The increase was attributed to the effect of inflation on cost estimates and the remediation costs related to additional camp and infrastructure at the Colomac exploration camp. To date, Nighthawk has posted the Permit GIC's and security for an amount of $689,566 to provide security under its land use permit and water access licence for the Damoti Reclamation Obligation as well as for exploration activities relating to the Indin Lake Gold Property. The increase of the overall reclamation liability in 2022 may give rise to the potential for increases to additional security. The processes and timing of additional security and the reclamation estimate typically have a time lag. The Company is currently unable to reliably estimate when the reclamation activities will be completed.

estimate when the reclamation activities will be completed.
		Amount
Balance - December 31, 2020	$	401,150
Additions($82,213 inflation adjustments and$436,966 of costs)		509,179
Balance - December 31, 2021	$	910,329
Additions($84,039 inflation adjustments and$306,956 of costs)		390,995
Balance - December 31, 2022	$	1,301,324

22

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NIGHTHAWK GOLD CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Presented in Canadian Dollars

For the years ended December 31, 2022 and 2021

10. SHARE CAPITAL

(a) Common Shares

Authorized Capital - Unlimited common shares

Issued

Authorized Capital- Unlimited common shares Issued
	Number of
	shares	Consideration
Balance - December 31,2020	51,051,500	$ 104,003,121
Issuance of common shares on Kim and Cass Option_(note 7)_	340,000	374,000
Issued for cash - flow-through units April 2021	865,000	994,750
Issued for cash - premium flow-through units April 2021	5,750,000	7,503,750
Issued for cash - common share units April 2021	2,550,000	2,448,000
April 2021 Warrants	-	(814,185)
Flow-through share premium April 2021	-	(2,148,100)
Share issue costs April 2021	-	(745,962)
Issued for cash - premium flow-through units July 2021	11,589,500	17,500,145
Issued for cash - common share units July 2021	8,265,250	9,505,038
July 2021 Warrants	-	(2,535,522)
July 2021 Broker Warrants	-	(214,193)
Flow-through share premium July 2021	-	(4,172,220)
Share issue costs July 2021	-	(2,010,680)
Issued for cash - flow-through units December 2021	5,630,000	5,630,000
December 2021 Warrants	-	(387,763)
December 2021 Broker Warrants	-	(50,837)
Flow-through share premium December 2021	-	(867,020)
Share issue costs December 2021	-	(395,724)
Vestingof share units	125,000	222,750
Balance - December 31,2021	86,166,250	$ 133,839,348
Issuance of common shares on Kim and Cass Option_(note 7)_	475,996	328,437
Issued for cash - premium flow-through units May 2022	16,871,200	16,533,776
Issued for cash - flow-through units May 2022	9,285,000	7,520,850
Issued for cash - common share units May 2022	10,000,000	7,000,000
Share issue costs	-	(2,428,100)
Flow-through share premium May 2022	-	(5,745,286)
May 2022 warrants	-	(1,900,096)
May 2022 broker warrants	-	(216,829)
Exercise of share units	133,332	224,016
Balance - December 31, 2022	**122,931,778 **	$ 155,156,116

23

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NIGHTHAWK GOLD CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Presented in Canadian Dollars

For the years ended December 31, 2022 and 2021

10. SHARE CAPITAL (continued)

(a) Common Shares

On April 8, 2021, the Company completed a private placement pursuant to which the Company issued 2,550,000 units (" 2021 Units "), 865,000 flow-through units (the " 2021 FT Units "), and 5,750,000 premium flow-through units (the " 2021 Premium FT Units ") on a bought deal basis (the “ 2021 Offering ”) for aggregate proceeds of $10.95 million. The 2021 Units were sold at a price of $0.96 per 2021 Unit, the 2021 FT Units were sold at a price of $1.15 per 2021 FT Unit, and the 2021 Premium FT Units were sold at a price of $1.305 per 2021 Premium FT Unit. Each 2021 Unit was comprised of one non-flow-through common share and 0.4 of one common share purchase warrant (each whole warrant, a " 2021 Warrant "). Each 2021 FT Unit was comprised of one flow-through common share and 0.4 of one 2021 Warrant. Each 2021 Premium FT Unit was comprised of one flow-through common share and 0.4 of one 2021 Warrant. The common share component of both the 2021 FT Units and the 2021 Premium FT Units were qualified as "flow-through shares" within the meaning of the Income Tax Act (Canada). Each 2021 Warrant entitles the holder thereof to acquire one common share at a price of $1.35 until April 10, 2023.

On July 7, 2021, the Company completed a public offering of 8,265,250 units (" July 2021 Units ") and 11,589,500 flowthrough units (" July 2021 FT Units ") on a bought deal basis for aggregate proceeds of approximately $27 million. The July 2021 Units were sold at a price of $1.15 per July 2021 Unit, and the July 2021 FT Units were sold at a price of $1.51 per July 2021 FT Unit. Each July 2021 Unit was composed of one non-flow-through common share and half of one common share purchase warrant. Each whole warrant entitles the holder thereof to acquire one common share at a price of $1.50 until July 7, 2023 (a " July 2021 Warrant "). Each July 2021 FT Unit was composed of one flow-through common share and half of one July 2021 Warrant, issued on a flow-through basis. The underwriters were issued 595,642 broker warrants exercisable until July 7, 2023, at an exercise price equal to $1.15 per common share.

On December 9, 2021, the Company completed a non-brokered private placement pursuant to which the Company issued 5,630,000 flow-through units (the " December 2021 FT Units ") for aggregate proceeds of $5.63 million. The December 2021 FT Units were sold at a price of $1.00 per December 2021 FT Unit. Each December FT 2021 Unit was comprised of one non-flow-through common share and 0.5 of one common share purchase warrant (each whole warrant, a " December 2021 Warrant "). The common share component of the December 2021 FT Units were qualified as "flow-through shares" within the meaning of the Income Tax Act (Canada). Each December 2021 Warrant entitles the holder thereof to acquire one common share at a price of $1.50 until December 9, 2023. In connection with the Offering, the Company paid a cash finder's fee and issued 336,000 non-transferable finder warrants, at an exercise price equal to $1.50 per common share. Each finder warrant is exercisable until December 9, 2023.

On May 3, 2022, the Company completed a public offering of 10,000,000 units (" May 2022 Units "), 9,285,000 flowthrough units (" May 2022 FT Units ") and 16,871,200 premium flow-through units (" May 2022 Premium FT Units ") on a bought deal basis for aggregate proceeds of approximately $31 million. The May 2022 Units were sold at a price of $0.70 per unit, the May 2022 FT Units were sold at a price of $0.81 per FT Unit, and the May 2022 Premium FT Units were sold at a price of $0.98 per Premium FT Unit. Each May 2022 Unit was composed of one non-flow-through common share and half of one common share purchase warrant. Each whole warrant entitled the holder thereof to acquire one common share at a price of $1.05 until May 3, 2024 (a " May 2022 Warrant "). Each May 2022 FT Unit was composed of one flow-through common share and half of one May 2022 Warrant, issued on a flow-through basis. Each May 2022 Premium FT Unit was composed of one flow-through common share and half of one May 2022 Warrant, issued on a flow-through basis. The underwriters were issued 1,084,686 broker warrants exercisable until May 3, 2024, at an exercise price equal to $0.70 per common share.

24

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NIGHTHAWK GOLD CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Presented in Canadian Dollars

For the years ended December 31, 2022 and 2021

10. SHARE CAPITAL (continued)

(b) Warrants

Warrants
		Allocated
	Warrants	value
Balance - December 31,2020	1,335,796 $	516,712
April 2021 Warrants_(note 10(a))_	3,666,000	814,185
July 2021 Warrants_(note 10(a))_	9,927,375	2,535,522
July 2021 Broker Warrants_(note 10(a))_	595,642	214,193
December 2021 Warrants_(note 10(a))_	2,815,000	387,763
December 2021 Broker Warrants_(note 10(a))_	336,000	50,837
Expiryof Warrants and broker warrants	(1,335,796)	(516,712)
Balance - December 31,2021	17,340,017 $	4,002,500
May 2022 Warrants_(note 10(a))_	18,078,100	1,900,096
May2022 Broker Warrants_(note 10(a))_	1,084,686	216,829
Balance - December 31, 2022	36,502,803 $	6,119,425

During the years ended December 31, 2022 and 2021 the following warrants were issued and valued using the Black-Scholes option pricing model parameters listed below (in each case with no dividends):

Grant date Expiry date Exerciseprice stockprice	Black-Scholes Option Pricing Parameters Risk-free Expected life Volatility interest rate (years) factor Fair value
April 2021 Warrants Apr. 8, 2023 $1.35 $0.86 July2021 Warrants Jul. 7, 2023 $1.50 $1.01 July2021 Broker Warrants Jul. 7, 2023 $1.15 $1.01 December 2021 Warrants Dec. 9, 2023 $1.50 $0.77 December 2021 Broker Warrants Dec. 9,2023 $1.50 $0.77	0.23% 2.0 76% $0.24 0.23% 2.0 73% $0.28 0.23% 2.0 73% $0.36 1.00% 2.0 70% $0.15 1.00% 2.0 70% $0.15
May 2022 Warrants May 3, 2024 $1.05 $0.64 May 2022 Broker Warrants May3,2024 $0.70 $0.64	2.71% 2.0 59% $0.12 2.71% 2.0 59% $0.20

25

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NIGHTHAWK GOLD CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Presented in Canadian Dollars

For the years ended December 31, 2022 and 2021

10. SHARE CAPITAL (continued)

(b) Warrants (continued)

A summary of Nighthawk’s outstanding warrants at December 31, 2022, is presented below:

	Number of
Issue date	warrants	Exerciseprice	Expiry date
April 8, 2021	3,666,000	$1.35	April 8, 2023
July 7, 2021	9,927,375	$1.50	July 7, 2023
July 7, 2021 Broker Warrants	595,642	$1.15	July 7, 2023
December 9, 2021	2,815,000	$1.50	December 9, 2023
December 9, 2021 Broker Warrants	336,000	$1.50	December 9, 2023
May 3, 2022	18,078,100	$1.05	May 3, 2024
May3,2022 Broker Warrants	1,084,686	$0.70	May3,2024
	36,502,803

Option pricing models require the use of highly subjective estimates and assumptions including the expected stock price volatility. Volatility is based on the historical volatility of Nighthawk. Changes in the underlying assumptions can materially affect the fair value estimates.

(c) Contributed Surplus

Contributed Surplus
Share-based Payment Reserve
Balance - December 31,2020	$	18,567,340
Stock-based compensation		1,947,225
Stock-based payment for services		25,963
Excercise of share units		(222,750)
Expiryof warrants and broker warrants		516,712
Balance - December 31,2021	$	20,834,490
Stock-based compensation(a)		1,897,227
Stock-based payment for services(a)		8,890
Exercise of share units		(224,016)
Balance - December 31, 2022	$	22,516,591

(a) Includes both stock options and share units.

26

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NIGHTHAWK GOLD CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Presented in Canadian Dollars

For the years ended December 31, 2022 and 2021

10. SHARE CAPITAL (continued)

(c) Contributed Surplus (continued)

Incentive Plans

The shareholders of Nighthawk have approved a stock option plan (the “ Stock Option Plan ”) and a share unit plan (the “ Share Unit Plan ” and together with the Stock Option Plan, the “ Incentive Plans ”). The Incentive Plans supersede the previous option plan of Nighthawk, however, awards outstanding under the previous option plan continue to be outstanding and governed by the previous stock option plan. The Incentive Plans are each a “rolling evergreen” plan and provide that the number of common shares of Nighthawk available for issuance from treasury under the Incentive Plans or any other security based compensation arrangement (pre-existing or otherwise, including the previous option plan), subject to adjustments, shall not exceed 10% of the issued and outstanding common shares of the Nighthawk at the time of grant. Any increase in the issued and outstanding common shares of Nighthawk will result in an increase in the available number of common shares issuable under the Incentive Plans. Any issuance of common shares from treasury pursuant to the settlement of stock options or share units granted pursuant to the Incentive Plans shall automatically replenish the number of common shares issuable under the Incentive Plans. When each option or share unit is exercised or settled (as applicable), cancelled or terminated, a common share shall automatically be made available for the grant of a stock option/share unit under the Incentive Plans.

Stock Option Plan

The Stock Option Plan provides for the issuance of stock options to acquire common shares to employees, directors, officers, consultants, and company employees of Nighthawk. The period within which stock options may be exercised and the number of stock options which may be exercised in any such period are determined by the Board of Directors at the time of grant of such stock options, however, that the maximum term of any stock option awarded under the Stock Option Plan is ten (10) years. The exercise price per common share under a stock option is determined by the Board of Directors, but in any event, shall not be lower than the “market price” of the common shares on the date of grant of the stock option.

			Weighted
	Number of		average
	options	exerciseprice
Balance - December 31,2020	3,093,500	$	2.28
Granted	4,220,000		1.00
Expired	(681,000)		1.62
Forfeited	(165,000)		2.75
Balance - December 31,2021	6,467,500	$	1.50
Granted	6,580,000		0.36
Expired	(1,269,666)		2.79
Forfeited	(338,334)		1.21
Cancelled	(5,779,500)		1.09
Balance - December 31, 2022	**5,660,000 **	$	0.32

27

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NIGHTHAWK GOLD CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Presented in Canadian Dollars

For the years ended December 31, 2022 and 2021

10. SHARE CAPITAL (continued)

(c) Contributed Surplus (continued)

During the years ended December 31, 2022 and 2021, the following stock options were issued and valued using the Black-Scholes option pricing model parameters listed below (in each case with no dividends and a nil forfeiture rate):

Number of Grant date Expiry date options Exerciseprice stockprice	Black-Scholes optionpricing parameters Risk-free Expected life Volatility interest rate (years) factor Fair value
Year ended December 31,2021
January 1, 2026(a)(d) 250,000 $1.32 $1.32 April 14, 2026(a)(c) 1,700,000 $1.17 $1.17 October 18, 2026(a)(c) 275,000 $0.86 $0.86 December 17,2027(a)(c) 1,995,000 $0.84 $0.79	0.39% 5.0 84% $0.88 0.74% 5.0 76% $0.71 1.28% 5.0 66% $0.48 1.18% 5.0 66% $0.43
Year ended December 31,2022
January 25, 2027(a)(c) 510,000 $0.84 $0.71 June 6, 2027(a)(c) 500,000 $0.60 $0.60 September 27, 2027(b) 5,455,000 $0.29 $0.29 November 17,2027(b) 115,000 $0.375 $0.365	1.64% 5.0 65% $0.37 3.09% 5.0 65% $0.34 3.45% 5.0 64% $0.16 3.33% 5.0 64% $0.20

(a) Options fully vested (accelerated vesting) as a result of their cancellation on October 11, 2022.

(b) Options vest in 50% on the date of grant and 50% on the first anniversary of the option grant.

(c) Options originally vested in 3 equal instalments: on the date of grant and on the first and second anniversaries of the option grant.

(d) Options originally vested in 4 equal instalments: on the date of grant and on the first, second and third anniversaries of the option grant.

A summary of Nighthawk’s outstanding stock options at December 31, 2022 is presented below:

				Weighted average
	Options	Options		remaining life
Grant date	outstanding	exercisable	Exerciseprice	(years)
September 19, 2018	70,000	70,000	$2.00	0.7
December 10, 2019	20,000	20,000	$2.10	1.9
September 27, 2022	5,455,000	2,727,500	$0.29	4.7
November 17,2022	115,000	57,500	$0.375	4.9
	5,660,000	2,875,000	$0.32	4.7

Option pricing models require the use of highly subjective estimates and assumptions including the expected stock price volatility. Volatility is based on the historical volatility of Nighthawk. Changes in the underlying assumptions can materially affect the fair value estimates. The options issued to non-employees were valued using the fair value of the equity instrument granted in the absence of a reliable estimate of the fair value of the goods or services received.

28

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NIGHTHAWK GOLD CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Presented in Canadian Dollars

For the years ended December 31, 2022 and 2021

10. SHARE CAPITAL (continued)

(c) Contributed Surplus (continued)

Share Unit Plan

The Share Unit Plan provides for the issuance of share units to employees, directors, officers, consultants, and management company employees of Nighthawk. Share units are units created by means of an entry on the books of Nighthawk representing the right to receive one common share (subject to adjustments) issued from treasury per share unit. The number of share units granted and any applicable vesting conditions are determined in the discretion of the Board of Directors (or a committee thereof) on the date of grant. In granting share units, the Board of Directors (or a committee thereof) may include other terms, conditions, and/or vesting criteria which are not inconsistent with the Share Unit Plan. Share units are settled by way of issuance of common shares from treasury as soon as practicable following the maturity date in accordance with the Share Unit Plan.

The grant date fair value of the share units equals the fair market value of the corresponding shares at the grant date. The fair value of these equity-settled awards is recognized as compensation expense with a corresponding increase in equity. The total amount expensed is recognized over the vesting period, which is the period over which all the specified vesting conditions should be satisfied.

A continuity of Nighthawk’s outstanding share units at December 31, 2022 and 2021 is presented below:

	Outstanding	Exercisable
Balance - December 31,2020	611,500	-
Exercise of share units	(125,000)
Granted(a)	155,000
Balance - December 31,2021	641,500	265,000
Exercise of share units	(133,332)
Forfeited	(111,668)
Balance - December 31, 2022	396,500	313,166

(a) 125,000 share units issued vest in 3 equal instalments on the first, second and third anniversaries from the date of grant. 30,000 share units issued vested in two equal installments on the six and twelve month anniversaries from the date of grant.

11. INCOME TAXES

Income taxes has been calculated as follows:

Income taxes has been calculated as follows:
For theyears ended December 31,		2022		2021
Income(loss)before income taxes	**$ **	(22,371,888)	$	(28,875,936)
Canadian combined federal and provincial tax rate		% 26.50		% 26.50
Expected income tax recovery at Canadian statutory rate	$	(5,928,550)	$	(7,652,123)
Stock-based compensation		502,765		516,015
Effect of flow-through share renunciation		5,415,665		7,592,254
Other non-deductible expenses		3,867		12,930
Flow-through share premium		(1,316,907)		(1,802,786)
Other tax changes not recognized		1,323,160		1,333,710
Income Tax Expense	$	-	$	-

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NIGHTHAWK GOLD CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Presented in Canadian Dollars

For the years ended December 31, 2022 and 2021

11. INCOME TAXES (continued)

The following table summarizes the Company’s unrecognized deductible temporary differences:

As at December 31,		2022	2021
Losses carried forward	$	38,057,801 $	26,027,698
Exploration and evaluation assets		17,614,755	14,720,695
Share issue costs		5,358,697	3,154,640
Reclamation liability		1,301,324	910,329
Equipment and intangibles		248,078	226,580
Total unrecognized deductible temporarydifferences		62,580,655	45,039,942

Deferred tax assets and liabilities have been offset where they relate to income taxes levied by the same taxation authority and the Company has the legal right and intent to offset. Deferred taxes are provided as a result of temporary differences that arise due to the differences between the income tax values and the carrying amount of assets and liabilities. Deferred tax assets have not been recognized in respect of the following deductible temporary differences:

• The Canadian non-capital loss carry forwards expire as noted in the table below.

• The net capital loss carry forward may be carried forward indefinitely, but can only be used to reduce capital gains.

• Share issue and financing costs will be fully amortized in 2026.

• The remaining deductible temporary differences may be carried forward indefinitely.

Deferred tax assets have not been recognized in respect of these items because it is not probable that future taxable profit will be available against which the Company can utilize the benefits therefrom.

At December 31, 2022 the Company had $474,568 of unclaimed investment tax credit. Of it, $44,379 expiring on 2030; $273,079 expiring on 2031 and the rest expiring on 2032 and beyond. Also, at year end Nighthawk had unclaimed noncapital losses that expire as follows:

Year of Expiry

Year	of Expiry
2026		$	301,449
2027			355,016
2028			1,096,795
2029			760,364
2030			1,314,436
2031			3,227,578
2032	and thereafter		31,002,163
		$	38,057,801

30

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NIGHTHAWK GOLD CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Presented in Canadian Dollars

For the years ended December 31, 2022 and 2021

12. NET LOSS PER SHARE

Net loss per share has been calculated using the weighted average number of shares outstanding during the years ended December 31, 2022 and 2021.

		2022	2021
Net loss for the year	**$ **	(22,371,888) $	(28,875,936)
Basic and fully diluted weighted average number of
shares outstanding during the year		110,618,087	68,072,927
Basic and fullydiluted net lossper share	$	(0.20) $	(0.42)

Fully diluted weighted average common shares outstanding for the years ended December 31, 2022 and 2021 are not reflective of the outstanding stock options, share units and warrants as their exercise would be anti-dilutive in the loss per share calculation.

13. RELATED PARTY DISCLOSURES

(a) Director and Executive Management Compensation

Directors and executive management's compensation for the years ended December 31, 2022 and 2021 consisted of the following:

		2022	2021
Cash compensation	$	1,409,263 $	1,104,669
Employment benefits		50,506	31,295
Fair value of stock-based compensation		1,464,123	1,825,256
	$	2,923,892 $	2,961,220

(b) Director and Executive Management Transactions

The aggregate value of transactions and outstanding balances relating to entities over which directors and executive management have control or significant influence were as follows:

			Transaction value	Transaction value	Transaction value
			for year	ended			Balance outstanding as at
		December 31,			December 31,	December 31,		December	31,
Transaction	Note		2022		2021		2022	2021
Geological consulting	(1)	$	-	$	22,550	$	-	$	-
Rent	(2)		60,414		60,228		-		-
Participation in financings	(3)		474,550		665,305		-		-
		$	534,964	$	748,083	$	-	$	-

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NIGHTHAWK GOLD CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Presented in Canadian Dollars

For the years ended December 31, 2022 and 2021

13. RELATED PARTY DISCLOSURES (continued)

(b) Director and Executive Management Transaction (continued)

• (1) During the year ended December 31, 2022, Nighthawk paid geological consulting fees of $nil (year ended December 31, 2021 - $22,550) to Byron Geological Inc., a company controlled by Dr. Michael Byron, the former Chief Executive Officer and a former Director of Nighthawk. At December 31, 2022, the balance owed was $nil (December 31, 2021 - $nil).

• (2) During the year ended December 31, 2022, the Company paid rent and office costs of $60,414 (year ended December 31, 2021 - $60,228) to 2756189 Ontario Inc., a company controlled by Northfield Capital Corporation, a shareholder of Nighthawk and a company with a common director (Morris Prychidny) and officer (Michael Leskovec). At December 31, 2022, the balance owed was $nil (December 31, 2021 - $nil).

• (3) During the year ended December 31, 2022, combined insider participation by Northfield Capital Corporation, the Directors and executive management in the bought deal prospectus financing which closed on May 3, 2022 (note 10(a)) totaled 130,000 FT Units and 527,500 Units for aggregate proceeds of $474,550. During the year ended December 31, 2021, combined insider participation by the Directors and executive management in the bought deal private placement which closed on April 8, 2021 totaled 164,500 FT Units and 303,000 Units for aggregate proceeds of $480,055; combined insider participation by the Directors and executive management in the bought deal public offering which closed on July 7, 2021 totaled 135,000 Units for aggregate proceeds of $155,250; combined insider participation by the Directors and executive management in the non-brokered private placement which closed on December 9, 2021 (note 10(a)) totaled 30,000 FT Units for aggregate proceeds of $30,000.

14. MANAGEMENT OF CAPITAL RISK

Nighthawk’s capital management objective is to obtain adequate levels of funding to support its exploration activities, to obtain corporate and administrative functions necessary to support organizational functioning and obtain sufficient funding to further the identification and development of precious metal deposits. Achieving this objective requires management to consider the underlying nature of exploration activities, availability of capital, the cost of various capital alternatives and other factors.

Nighthawk raises capital, as necessary, to meet its needs and take advantage of perceived opportunities and, therefore, does not have a numeric target for its capital structure. Funds are primarily secured through equity capital raised by way of private placements. There can be no assurance that Nighthawk will be able to continue raising equity capital in this manner.

Establishing and adjusting capital requirements is a continuous management process. Exploration involves a high degree of “discovery” risk and substantial uncertainties about the ultimate ability of Nighthawk to achieve positive cash flows from operations. Consequently, management primarily funds Nighthawk’s exploration activities and administrative costs by issuing share capital rather than using other capital sources that require fixed repayments of principal or interest. Nighthawk will continue to assess new properties and seek to acquire an interest in additional properties if it feels there is sufficient geologic or economic potential and if it has adequate financial resources to do so.

Development activities may begin once a property’s mineral reserves are estimated and Nighthawk makes a positive production decision. At this point, management may consider other sources of financing such as senior debt or convertible debentures as a means to reduce equity dilution.

Nighthawk’s capital under management at December 31, 2022 includes share capital of $155,156,116 (December 31, 2021 - $133,839,348).

Nighthawk invests all capital that is surplus to its immediate operational needs in short-term, liquid and highly rated financial instruments, such as cash, and short-term guarantee deposits, all held with major Canadian financial institutions.

32

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NIGHTHAWK GOLD CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Presented in Canadian Dollars

For the years ended December 31, 2022 and 2021

14. MANAGEMENT OF CAPITAL RISK (continued)

There were no changes in Nighthawk's approach to capital management during the year ended December 31, 2022 and Nighthawk is not subject to any externally imposed capital requirements other than the restricted cash held as guaranteed investment certificates at a Canadian chartered bank as security for the letters of credit posted with respect to Damoti Reclamation Obligation and the Colomac Security (note 5) .

As of December 31, 2022, Nighthawk had $11,956,508 of flow-through expenditure obligations remaining, which must be expended by December 31, 2023.

15. MANAGEMENT OF FINANCIAL AND OTHER RISK

Nighthawk’s financial instruments are exposed to financial risks as summarized below:

(a) Fair Value

The carrying amount of cash and cash equivalents, amounts receivable, and accounts payable and accrued liabilities represent their fair value due to their short-term nature. The fair value of the restricted cash are equal to its carrying value. Fair value represents the amount that would be exchanged in an arm’s length transaction between willing parties and is best evidenced by a quoted market price if one exists.

(b) Credit Risk

Nighthawk's credit risk is primarily attributable to cash and cash equivalents and amounts receivable. Nighthawk has no significant concentration of credit risk arising from operations. Restricted cash consists of guaranteed investment certificates, which secure Nighthawk's two irrevocable standby letters of credit with a Canadian chartered bank (note 5) which Nighthawk considers to be a reputable financial institution. Management therefore believes the risk of loss to be remote.

(c) Liquidity Risk

Nighthawk's approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when due. As at December 31, 2022, Nighthawk had a cash balance of $18,680,516 (December 31, 2021 - $13,827,773) to settle current liabilities of $2,186,957 (December 31, 2021 - $1,012,485). All of Nighthawk's financial trade liabilities have contractual maturities of 30 days or less and are subject to normal trade terms.

(d) Interest Rate Risk

Nighthawk’s cash and cash equivalents primarily includes highly liquid bank deposits that earn fixed and variable rates of interest thereon. Due to the short-term nature of these financial instruments, fluctuations in market rates do not have a significant impact on estimated fair values as of December 31, 2022. The restricted cash is not subject to cash flow interest rate risk due to the fixed rate of interest thereon. Future cash flows from interest income on cash and cash equivalents will be affected by interest rate fluctuations. Nighthawk manages interest rate risk by maintaining an investment policy for short-term investments. This policy focuses primarily on preservation of capital and liquidity. Nighthawk is exposed to interest rate price risk on fixed interest rate instruments.

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NIGHTHAWK GOLD CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Presented in Canadian Dollars

For the years ended December 31, 2022 and 2021

15. MANAGEMENT OF FINANCIAL AND OTHER RISK (continued)

(e) Other Risk

Nighthawk is exposed to other risks as follows:

Commodity Price Risk

Nighthawk is exposed to price risk with respect to the commodity price of gold. Future declines in this commodity price may impact the future profitability of Nighthawk and the valuation of its mineral properties. A significant decline in gold price may affect Nighthawk’s ability to obtain capital for the exploration and development of its mineral resource properties.

16. SUBSEQUENT EVENT

Subsequent to year end, on February 7, 2023 the Company satisfied a $350,000 payment obligation for the acquisition of the Kim and Cass Property (See Note 7) by the issuance of 865,693 common shares of the Company.

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Condensed Interim Consolidated Financial Statements

For the Three and Nine Months Ended September 30, 2023 and 2022

Unaudited

Presented in Canadian Dollars

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November 9, 2023

MANAGEMENT'S RESPONSIBILITY FOR THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

The accompanying unaudited condensed interim consolidated financial statements of Nighthawk Gold Corp. (“ Nighthawk ”) are the responsibility of the Board of Directors and executive management. The unaudited condensed interim consolidated financial statements have been prepared by management, on behalf of the Board of Directors, in accordance with International Financial Reporting Standards (“ IFRS ”) as issued by the International Accounting Standards Board. These unaudited condensed interim consolidated financial statements do not include all of the disclosures required for annual financial statements and therefore should be read in conjunction with Nighthawk’s audited annual consolidated financial statements and notes thereto for the year ended December 31, 2022. These unaudited condensed interim consolidated financial statements follow the same significant accounting policies and methods of application as those included in Nighthawk’s most recent audited annual consolidated financial statements, except as described in note 3. Management acknowledges responsibility for the preparation and presentation of the financial statements, including responsibility for significant accounting judgments and estimates and the choice of accounting principles and methods that are appropriate to Nighthawk's circumstances. In the opinion of management, the unaudited condensed interim consolidated financial statements have been prepared within acceptable limits of materiality and are in accordance with International Accounting Standard 34, Interim Financial Reporting using accounting policies consistent with IFRS appropriate in the circumstances.

Management has established processes, which are in place to provide it sufficient knowledge to support management representations that it has exercised reasonable diligence that (i) the condensed interim consolidated financial statements do not contain any untrue statement of material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it is made, as of the date of, and for the periods presented by, the condensed interim consolidated financial statements and (ii) the condensed interim consolidated financial statements fairly present in all material respects the financial condition, results of operations and cash flows of Nighthawk, as of the date of, and for the period presented by the condensed interim consolidated financial statements.

The Board of Directors is responsible for reviewing and approving the consolidated financial statements and for ensuring that management fulfills its financial reporting responsibilities. An Audit Committee assists the Board of Directors in fulfilling this responsibility. The Audit Committee meets with management to review the internal controls over the financial reporting process, the financial statements and the auditors’ report. The Audit Committee also reviews Nighthawk's Management’s Discussion and Analysis to ensure that the financial information reported therein is consistent with the information presented in the consolidated financial statements. The Audit Committee reports its findings to the Board of Directors for its consideration in approving the consolidated financial statements for issuance to the shareholders.

Management recognizes its responsibility for conducting Nighthawk's affairs in compliance with established financial standards, and applicable laws and regulations, and for maintaining proper standards of conduct for its activities.

(Signed)"Keyvan Salehi"		(Signed)"Salvatore Curcio"
Keyvan Salehi President & Chief Executive Officer		Salvatore Curcio Chief Financial Officer

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NIGHTHAWK GOLD CORP.

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

Presented in Canadian Dollars

Presented in Canadian Dollars
	September 30,December 31,
		2023	2022
		Unaudited	Audited
ASSETS
Current Assets
Cash and cash equivalents	$	12,753,979 $	18,680,516
Amounts receivable		199,314	65,265
Prepaid expenses and supplies		1,680,911	641,479
		14,634,204	19,387,260
Non-current Assets
Restricted cash_(note 5)_		5,029,297	4,749,566
Property, plant and equipment_(note 6)_		117,743	101,567
Exploration and evaluation assets_(note 7)_		13,585,556	13,141,125
		18,732,596	17,992,258
	$	33,366,800 $	37,379,518
LIABILITIES
Current Liabilities
Accountspayable and accrued liabilities	$	1,706,849 $	2,186,957
Non-current Liabilities
Flow-through share premium liability		906,992	2,288,681
Provision for service obligation_(note 8)_		3,012,314	3,012,314
Reclamationprovision_(note 9)_		1,301,324	1,301,324
		5,220,630	6,602,319
SHAREHOLDERS' EQUITY
Share capital_(note 10(a))_		164,898,123	155,156,116
Warrant reserve_(note 10(b))_		2,555,525	6,119,425
Share-based payment reserve_(note 10(c))_		26,404,406	22,516,591
Accumulated deficit		(167,418,733)	(155,201,890)
		26,439,321	28,590,242
	$	33,366,800 $	37,379,518

Subsequent Events (note 15)

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

On behalf of the Board:

(Signed) "Morris Prychidny" Director

(Signed) "Brian Howlett"

Director

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NIGHTHAWK GOLD CORP.

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF LOSS AND COMPREHENSIVE LOSS

Presented in Canadian Dollars

Unaudited

Presented in Canadian Dollars Unaudited
		Three months ended		Nine months ended
		September	30,	September 30,
		2023	2022	2023	2022
Operating Expenses
General and Administrative Expenses
Salaries, director and consulting fees_(note 12)_	$	500,006 $	515,112 $	1,498,378 $	1,669,642
Shareholder communication and marketing		66,545	150,982	394,227	384,732
Office and administration		80,328	91,098	246,453	247,643
Professional fees		42,392	127,544	177,699	303,807
Regulatory		31,525	50,446	164,016	221,308
Travel		12,519	76,517	155,146	182,898
Stock-based compensation_(note 10(c))_		75,851	737,359	323,915	1,256,201
		809,166	1,749,058	2,959,834	4,266,231
Exploration and Evaluation Expenses(note 7)		2,091,531	9,461,324	12,437,743	20,745,515
Operating Loss		2,900,697	11,210,382	15,397,577	25,011,746
Other Income
Flow-through share premium		279,026	2,688,124	2,271,004	4,800,333
Interest income		177,591	202,737	602,912	260,478
Government grant income		192,000	106,080	210,720	106,080
Other income		45,860	64,784	79,390	87,420
Gain on debt settlement_(note 7)_		-	-	16,708	21,563
Total Other Income		694,477	3,061,725	3,180,734	5,275,874
Net Loss and Comprehensive Loss	$	(2,206,220) $	(8,148,657) **$ **	(12,216,843) $	(19,735,872)
Net Loss Per Share(note 11):
Basic and Fully Diluted	$	(0.02) $	(0.07) $	(0.09) $	(0.19)

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

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NIGHTHAWK GOLD CORP.

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY Presented in Canadian Dollars

Unaudited

Presented in Canadian Dollars Unaudited
				Share-based		Accumulated
	Share Capital	Warrant Reserve		payment reserve		deficit	Total Equity
Balance at December 31, 2021	$ 133,839,348	$	4,002,500	$	20,834,490	$ (132,830,002)	$	25,846,336
Issuance of shares on May 3, 2022, net of cash
share issue costs of $2,425,646_(note 10(a))_	28,628,980		-		-	-		28,628,980
Flow-through share premium	(5,745,286)		-		-	-		(5,745,286)
Fair value of warrants issued	(2,116,925)		2,116,925		-	-		-
Stock-based compensation_(note 10(c))_	-		-		1,256,201	-		1,256,201
Stock-based payment for services	-		-		18,763	-		18,763
Issuance of shares for Kim and Cass Option_(note 7)_	328,437		-		-	-		328,437
Exercise of share units	172,767		-		(172,767)	-		-
Net loss for theperiod	-		-		-	(19,735,872)		(19,735,872)
Balance at September 30, 2022	$ 155,107,321	$	6,119,425	$	21,936,687	$ (152,565,874)	$	30,597,559
Share issue cost re:issuance on May 3, 2022	(2,454)		-		-	-		(2,454)
Exercise of share units	51,249		-		(51,249)	-		-
Stock-based compensation_(note 10(c))_	-		-		641,026	-		641,026
Stock-based payment for services	-		-		(9,873)	-		(9,873)
Net loss for theperiod	-		-		-	(2,636,016)		(2,636,016)
Balance at December 31, 2022	$ 155,156,116	$	6,119,425	$	22,516,591	$ (155,201,890)	$	28,590,242
Issuance of shares for Kim and Cass Option_(note 7)_	333,292		-		-	-		333,292
Issuance of shares on Aug 4, 2023, net of cash
share issue costs of $1,020,050_(note 10(a))_	10,298,030		-		-	-		10,298,030
Flow-through share premium	(889,315)		-		-	-		(889,315)
Expiry of warrants	-		(3,563,900)		3,563,900	-		-
Stock-based compensation_(note 10(c))_	-		-		323,915	-		323,915
Net loss for theperiod	-		-		-	(12,216,843)		(12,216,843)
Balance at September 30, 2023	$ 164,898,123	$	2,555,525	$	26,404,406	$ (167,418,733)	$	26,439,321

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

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NIGHTHAWK GOLD CORP.

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS

Presented in Canadian Dollars

Presented in Canadian Dollars
Unaudited
For the nine months ended September 30,		2023	2022
Cash provided by (used in)
Operations
Net loss for the period	**$ **	(12,216,843) $	(19,735,872)
Items not involving cash:
Stock-based compensation_(note 10(c))_		323,915	1,256,201
Gain on debt settlement_(note 7)_		(16,708)	(21,563)
Flow-through share premium		(2,271,004)	(4,800,333)
Stock-based payment for services		-	18,763
Depreciation_(note 6)_		8,699	6,463
Change in non-cash working capital:
Amounts receivable		(134,049)	(362,552)
Prepaid expenses and supplies		(1,039,432)	156,956
Accountspayable and accrued liabilities		(480,108)	4,264,227
		(15,825,530)	(19,217,710)
Financing
Issuance of common shares, net of share issue costs		10,298,030	28,628,980
Restricted cash_(note 5)_		(279,731)	-
		10,018,299	28,628,980
Investing
Purchase of property, plant and equipment_(note 6)_		(24,875)	(110,800)
Acquisition costs_(note 7)_		(94,431)	(77,453)
		(119,306)	(188,253)
Increase (decrease) in cash		(5,926,537)	9,223,017
Cash and cash equivalents, beginning ofperiod		18,680,516	13,827,773
Cash and cash equivalents, end ofperiod	$	12,753,979 $	23,050,790

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

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NIGHTHAWK GOLD CORP.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

Presented in Canadian Dollars

Unaudited

For the three and nine months ended September 30, 2023 and 2022

1. NATURE OF OPERATIONS

Nighthawk Gold Corp. (“ Nighthawk ” or the " Company ") was incorporated on January 8, 2004 under the Business Corporations Act (Ontario) and is a publicly listed Canadian junior resource company with exploration and evaluation assets in Canada. Nighthawk is engaged in the identification, acquisition, exploration and evaluation of gold properties, is listed on the Toronto Stock Exchange (" TSX "), and trades under the symbol NHK. The Company also trades under the symbol MIMZF on the OTCQX. To date, Nighthawk has not earned any revenue from operations. The Company's registered office is located at Suite 301, 141 Adelaide Street West, Toronto, Ontario, Canada, M5H 3L5.

On January 1, 2022, the Company vertically amalgamated its wholly-owned and controlled subsidiary Golden Sierra Inc., which was inactive during the preceding year.

On September 12, 2022, the Company incorporated a wholly-owned subsidiary, 1000308714 Ontario Inc. which, inactive to date, will focus on acquiring royalty interests, making strategic investments and exploring other accretive opportunities.

The condensed interim consolidated financial statements for the nine months ended September 30, 2023 and 2022 have been approved for issue by the Board of Directors on November 9, 2023.

These condensed interim consolidated financial statements have been prepared on a going concern basis, which assumes continuity of operations and realization of assets and settlement of liabilities in the normal course of business for the foreseeable future, which is at least, but not limited to, one year from September 30, 2023.

Nighthawk is in the exploration stage and is subject to risks and challenges similar to companies in a comparable stage. These risks include, but are not limited to, the challenges of securing adequate capital in view of exploration, development and operational risks inherent in the mining industry; changes in government policies and regulations; the ability to obtain the necessary environmental permitting; challenges in future profitable production or, alternatively Nighthawk's ability to dispose of its exploration and evaluation assets on an advantageous basis; as well as global economic, precious and base metal price volatility; all of which are uncertain.

2. BASIS OF PRESENTATION

Basis of Presentation

These condensed interim consolidated financial statements have been prepared in accordance with IAS 34 - Interim Financial Reporting on the basis of International Financial Reporting Standards (“ IFRS ”) and interpretations as approved by the International Accounting Standards Board (“ IASB ”) and are presented in Canadian dollars.

These condensed interim consolidated financial statements have been prepared on a going concern basis, under the historical cost convention, except fair value through profit and loss assets which are carried at fair value, and have been prepared using the accrual basis of accounting except for cash flow information.

The condensed interim consolidated statement of cash flows shows the changes in cash arising during the period from operating, investing and financing activities.

3. SIGNIFICANT ACCOUNTING POLICIES

The financial framework and accounting policies applied in the preparation of these condensed interim consolidated financial statements are consistent with those as disclosed in its most recently completed audited consolidated financial statements for the fiscal year ended December 31, 2022.

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NIGHTHAWK GOLD CORP.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

Presented in Canadian Dollars

Unaudited

For the three and nine months ended September 30, 2023 and 2022

4. CRITICAL ACCOUNTING ESTIMATES AND SIGNIFICANT JUDGMENTS

The preparation of these condensed interim consolidated financial statements requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the condensed interim consolidated financial statements and reported amounts of revenues and expenses during the reporting period. Actual outcomes could differ from these estimates. These condensed interim consolidated financial statements include estimates which, by their nature, are uncertain. The impacts of such estimates are pervasive throughout the condensed interim consolidated financial statements, and may require accounting adjustments based on future occurrences. Revisions to accounting estimates are recognized in the period in which the estimate is revised and future periods if the revision affects both current and future periods. These estimates are based on historical experience, current and future economic conditions and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

The Company has identified the following areas where estimates, assumptions and judgments are made and where actual results may differ from the estimates under different assumptions and conditions and may materially affect financial results of the Company’s condensed interim consolidated statements of financial position reported in future periods.

Significant Accounting Estimates

(a) Share-Based Payments

The determination of the fair value of stock options or warrants using the Black-Scholes option pricing model, requires the input of highly subjective assumptions, including the expected price volatility. Changes in the subjective input assumptions could materially affect the fair value estimate.

(b) Reclamation Provision

The Company assesses its reclamation and remediation provisions at each reporting period or when new material information is available. The amounts recorded for reclamation and remediation provisions are based on estimates prepared by third party environmental specialists, if available, or by persons within the Company who have the relevant skills and experience. These estimates are based on remediation activities required by environmental laws, the expected timing of cash flows, and the pre-tax risk-free interest rates on which the estimated cash flows have been discounted. These estimates also include an assumption of the rate at which costs may inflate in future periods. Actual results could differ from these estimates. The estimates are related to the nature, cost and timing of the work to be completed, and may change with future changes to costs, environmental laws and regulations and remediation practices.

Significant Accounting Judgments

(a) Going Concern

These condensed interim consolidated financial statements have been prepared on a going concern basis and do not reflect the adjustments to the carrying values of assets and liabilities and the reported expenses and balance sheet classifications that would be necessary if the Company were unable to realize its assets and settle its liabilities as a going concern in the normal course of operations. Management has applied judgment in the assessment of the Company’s ability to continue as a going concern, considering all available information, and concluded that the going concern assumption is appropriate for a period of at least twelve months following the end of the reporting period. Given the judgment involved, actual results may lead to a materially different outcome.

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NIGHTHAWK GOLD CORP.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

Presented in Canadian Dollars

Unaudited

For the three and nine months ended September 30, 2023 and 2022

4. CRITICAL ACCOUNTING ESTIMATES AND SIGNIFICANT JUDGMENTS (continued)

(b) Exploration and Evaluation Expenditures

The application of the Company’s accounting policy for exploration and evaluation expenditure requires judgment to determine whether future economic benefits are likely, from either future exploitation or sale, or whether activities have not reached a stage that permits a reasonable assessment of the existence of reserves.

(c) Current and Deferred Taxes

Tax regulations are very complex and changing regularly. As a result, the Company is required to make judgments about the tax applications, the timing of temporary difference reversals, and the estimated realization of tax assets. Also, if a grant received becomes repayable, it will impact taxable profit or tax loss. In addition, all tax returns are subject to further government’s reviews, with the potential reassessments. All those facts can impact current and deferred tax provisions, deferred tax assets and liabilities, and operation results.

5. RESTRICTED CASH

During fiscal 2011, Nighthawk posted two irrevocable standby letters of credit with a Canadian chartered bank in the amount of $401,000 (collectively, the " Permit LOC's ") to provide security under its land use permit and water access licence for the existing reclamation work associated with the Damoti Reclamation Obligation (notes 7 and 9) as well as with its exploration activities relating to the Indin Lake Gold Property in the Northwest Territories, Canada. In March 2012, Nighthawk posted additional security of $78,000 upon receiving approval on its updated land use permit, which was submitted to support its expanded exploration activities on its Indin Lake Gold Property. During fiscal 2020, Nighthawk posted $190,310 as additional security. In January 2023 Nighthawk received its land use permits approving its exploration activities until January 2028. Nighthawk also received a Type A Water licenses to cover proposed drilling and has been granted for up to a 15-year term. In Q3 2023 Nighthawk posted additional security of $279,731 in reference to a water licence. In 2021, a new environmental assessment estimating remediation costs related to additional camp and infrastructure and adjusments for inflation created the need for additional security of $20,256 and the purchase of additional letter of cedit for $60,000. The Permit LOC's are secured by guaranteed investment certificates (the " Permit GIC's ") at a Canadian chartered bank for the same amount. The Permit GIC's and the additional securities and letter of credit added from 2012 to 2021 may be recovered by Nighthawk at expiration of the land use permit and water access licence in absence of any environmental disturbances provided Nighthawk carries out activities to satisfy the Damoti Reclamation Obligation.

On January 26, 2012, under the terms of its agreement to acquire 100% ownership of the mineral claims and leases of the former producing Colomac Gold Mine (the “ Colomac Gold Project ”) (note 7) , Nighthawk entered into three letters of credit at a Canadian chartered bank in favour of Aboriginal Affairs and Northern Development Canada (“ AANDC ”) now Crown Indigenous Relations and Northern Affairs Canada (" CIRNAC ") to secure Nighthawk's service obligation to perform reclamation services on three other sites as follows: $3,000,000 for the Diversified site, $1,000,000 for the Spider Lake site and $1,000,000 for the Chalco Lake site (collectively, the " Colomac LOC's "). In fiscal 2013, the reclamation activities at the Chalco Lake site were completed and the approval of the third party engineer was obtained. As a result, the Colomac LOC with respect to the Chalco Lake site was released and the hold restriction on $1,000,000 was eliminated at that time (note 8) .

The Colomac LOC's totaling $4,000,000 are secured by guaranteed investment certificates (the " Colomac GIC's ") at a Canadian chartered bank for the same amounts. Upon completion of the service obligation with respect to each reclamation site to the satisfaction of an independent third party engineer, the Colomac LOC's with respect to each site will be released and the hold restriction on the related Colomac GIC will be eliminated. At any time, the Company may terminate the liability relating to this service obligation, but as a consequence would relinquish the related Colomac GIC still held as security against the Colomac LOC’s at that time.

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NIGHTHAWK GOLD CORP.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

Presented in Canadian Dollars

Unaudited

For the three and nine months ended September 30, 2023 and 2022

5. RESTRICTED CASH (continued)

		Permit	Colomac		Total
	security / Other		GIC's	restricted cash
Balance - December 31, 2022	$	749,566 $	**4,000,000 **	$	4,749,566
Additional Securityfor updated water usepermit		279,731	-		279,731
Balance - September 30, 2023	$	1,029,297 $	**4,000,000 **	$	5,029,297

6. PROPERTY, PLANT AND EQUIPMENT

			Accumulated	Accumulated
		Cost	amortization		Net
Mining equipment balance, December 31, 2022	$	**110,800 **	$	9,233 $	101,567
Mining equipment additions		24,875		-	24,875
Miningequipment amortization		-		8,699	(8,699)
Mining equipment balance, September 30, 2023	$	**135,675 **	$	17,932 $	117,743

Mining equipment consists of earthmoving equipment primarily used in the maintenance and upkeep of the camp, airstrip and surrounding area. During the three months ended September 30, 2023, an asset was purchased for $24,875.

7. EXPLORATION AND EVALUATION EXPENDITURES

Indin Lake Gold Property

In August 2008, Nighthawk acquired 6 mining leases and 6 mining claims (the " Damoti Lake Property ") which lie within Nighthawk's Indin Lake Gold Property in the Indin Lake Greenstone Belt located approximately 200 kilometres north of Yellowknife, Northwest Territories. The Damoti Lake Property is subject to an existing 2% net smelter return royalty. Nighthawk has carried out environmental assessments using a third party specialist and has estimated the cost of the Damoti Reclamation Obligation to be $1,301,324 (December 31, 2022 - $1,301,324) (note 9) .

Upon acquisition, a reclamation obligation existed at the Damoti Lake Property (the “Damoti Reclamation Obligation” ). At the time of acquisition, the estimated cost of the Damoti Reclamation Obligation could not be reliably measured. Nighthawk has capitalized the Damoti Reclamation Obligation, and related assessment costs, as acquisition costs related to the Damoti Lake Property as the liability was assumed at acquisition. During the nine months ended September 30, 2023, Nighthawk incurred $94,431 of assessment costs which have been capitalized as acquisition costs (September 30, 2022 - $77,453).

Under agreements dated January 7, 2011, and as amended on April 4, 2013, Nighthawk acquired 100% interest in 15 mining leases and 3 mining claims (the " Indin Lake Gold Property ") within the Indin Lake Greenstone Belt, subject to existing net smelter royalties on certain claims ranging from 2% to 5%, by making payments of cash and common shares totalling $725,000. In January and April 2011, Nighthawk staked 107 additional mining claims in the Northwest Territories which link the Indin Lake Properties and the Damoti Lake Property, thereby consolidating much of the Indin Lake Gold Property's ground. In January 2020, the Company paid an aggregate of $280,000 in cash and issued 200,000 common shares (valued at $282,000) to purchase certain net smelter return and net profit interest royalties on the Indin Lake Properties.

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NIGHTHAWK GOLD CORP.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

Presented in Canadian Dollars

Unaudited

For the three and nine months ended September 30, 2023 and 2022

7. EXPLORATION AND EVALUATION EXPENDITURES (continued)

In January 2012, Nighthawk completed an agreement to acquire 100% ownership of the mineral claims and leases of the Colomac Gold Project, located within the Indin Lake Greenstone Belt and contiguous to and surrounded by Nighthawk's existing Indin Lake Gold Property in the Northwest Territories, from AANDC. As consideration for the Colomac Gold Project, Nighthawk committed to perform reclamation services on three other sites within the Indin Lake Gold Property land package which are the responsibility of AANDC: the Diversified, Chalco Lake, and Spider Lake sites. The obligation for the services wais to be carried out on behalf of AANDC to a maximum of $5,000,000. See note 8 for further details on the provision for service obligation remaining at September 30, 2023. The Company did not assume the reclamation liabilities of these three sites and is not responsible for any historical environmental liabilities associated with the Colomac Gold Project. At any time, the Company may terminate the liability relating to this service obligation, but as a consequence would relinquish the related Colomac GIC still held as security against the Colomac LOC’s at that time.

In February 2023, the Company earned 100% interest in 4 contiguous mining leases adjacent to Nighthawk's existing Indin Lake Gold Property pursuant to an option agreement dated February 17, 2021 (Kim and Cass Option). As part of the terms of the option agreement, the Company paid an aggregate consideration of $1.1 million (in shares) as per the Payment schedule below and granted a 2.5% net smelter return (" NSR ") royalty. In addition, the Company shall have the right, at any time, to purchase up to 100% of the NSR for up to $2.5 million, thereby reducing the NSR to zero if the full 100% is purchased.

Payment Schedule:

• Upon execution of the option agreement - $400,000 (satisfied by the issuance of 340,000 common shares of the Company valued at $374,000; a gain on debt settlement of $26,000 was recorded during the year ended December 31, 2021.

• On or before February 17, 2022 - $350,000 (satisfied by the issuance of 475 , 996 common shares of the Company valued at $328,437; a gain on debt settlement of $21,563 was recorded for the year ended December 31, 2022.

• On or before February 17, 2023 - $350,000 (satisfied by the issuance of 865,693 common shares of the Company valued at $333,292; a gain on debt settlement of $16,708 was recorded for the nine months ended September 30, 2023) ( note 10 ).

Mineral Property	December 31, 2022 September 30, 2023 Option & Exploration Option & Exploration Acquisition Costs Costs Cumulative Acquisition Costs Costs Cumulative Capitalized Expensed Total Capitalized Expensed Total
Indin Lake Gold	$ 13,141,125 $ 135,690,781 $ 148,831,906 $ 13,585,556 $ 148,128,524 $ 161,714,080 Option & Acquisition Costs
Balance - December 31, 2022 $ 13,141,125
Option payments 350,000 Acquisition costs 94,431
Balance - September 30, 2023 $ 13,585,556

10

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NIGHTHAWK GOLD CORP.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

Presented in Canadian Dollars

Unaudited

For the three and nine months ended September 30, 2023 and 2022

7. EXPLORATION AND EVALUATION EXPENDITURES (continued)

		Three months ended	Three months ended	Nine months		ended
		September 30,		September		30,
Exploration and Evaluation		2023	2022	2023		2022
Camp	$	604,912 $	1,339,340 $	3,388,536 $		3,995,056
Transportation		409,793	2,140,312	2,935,822		4,786,918
Drilling		480,580	3,130,721	2,927,230		6,490,501
Geological & consultant fees		414,750	1,132,603	2,205,918		2,670,799
Licenses & permits		44,993	50,119	527,058		822,871
Assaying & analytical		134,384	582,948	271,854		881,736
Environmental		(1,040)	162,743	134,951		171,403
Geophysics		-	919,768	37,675		919,768
Equipment amortization		3,159	2,770	8,699		6,463
Total Exploration and Evaluation Expenses	$	2,091,531 $	9,461,324 $	12,437,743 $	20,745,515

8. PROVISION FOR SERVICE OBLIGATION

As consideration for the Colomac Gold Project (note 7) , Nighthawk agreed to perform reclamation services on three other sites within the Indin Lake Gold Property land package which are the responsibility of AANDC: Diversified, Chalco Lake (completed in 2013), and Spider Lake. The obligation for the reclamation services was to be carried out on behalf of AANDC to a maximum of $5,000,000, of which $1,000,000 of the reclamation activities related to the Chalco Lake site were relinquished in 2013 upon approvals of the third party engineer. Nighthawk has the Colomac LOC's totaling $4,000,000 in favour of AANDC to secure Nighthawk's obligation to perform the services for each site. The Colomac LOC's are secured by the Colomac GIC's at a Canadian chartered bank for the same amounts (note 5) .

Nighthawk did not assume the reclamation liabilities of these sites. Upon completion of the service obligation with respect to each site to the satisfaction of an independent third party engineer, the Colomac LOC's with respect to each site will be released and the hold restriction on the related Colomac GIC will be eliminated. At any time, the Company may terminate the liability relating to this service obligation, but as a consequence would relinquish the related Colomac GIC still held as security against the Colomac LOC’s at that time.

						Service Obligation
Balance - December	31,	2022	and September	**30, **	2023	$ 3,012,314

11

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NIGHTHAWK GOLD CORP.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

Presented in Canadian Dollars

Unaudited

For the three and nine months ended September 30, 2023 and 2022

9. RECLAMATION PROVISION

Upon acquisition of the Damoti Lake Property (note 7) , the Damoti Reclamation Obligation existed at the Damoti Lake Property. At the time of acquisition, the estimated cost of the Damoti Reclamation Obligation could not be reliably measured. Nighthawk had since carried out environmental assessments using a third party specialist and initially estimated the cost of the Damoti Reclamation Obligation to be $401,150. In 2021, an environmental assessment estimated the Damoti Reclamation Obligation and the Colomac exploration program reclamation to be $910,329, while in 2022, a new environmental assessment estimated it to be $1,301,324 in aggregate. The increase was attributed to the effect of inflation on cost estimates and the remediation costs related to additional camp and infrastructure at the Colomac exploration camp. To date, Nighthawk has posted the Permit GIC's and security for an amount of $689,566 to provide security under its land use permit and water access licence for the Damoti Reclamation Obligation as well as for exploration activities relating to the Indin Lake Gold Property. The increase of the overall reclamation liability in 2022 may give rise to the potential for increases to additional security. The processes and timing of additional security and the reclamation estimate typically have a time lag. The Company is currently unable to reliably estimate when the reclamation activities will be completed.

**10. **	Amount	Amount
	Balance - December 31, 2022 and September 30, 2023 $ 1,301,324
	SHARE CAPITAL (a) Common Shares Authorized Capital- Unlimited common shares Issued Number of shares Consideration Balance - December 31, 2022 122,931,778 $ 155,156,116 Issuance of common shares on Kim and Cass Option_(note 7)_ 865,693 333,292 Issued for cash - flow-through shares August 2023 14,821,913 6,818,080 Issued for cash - common share shares August 2023 11,250,000 4,500,000 Share issue costs - (1,020,050) Flow-through sharepremium August 2023 - (889,315) Balance - September 30, 2023 149,869,384 $ 164,898,123
		Balance - December 31, 2022 122,931,778 $ 155,156,116
		Issuance of common shares on Kim and Cass Option_(note 7)_ 865,693 333,292 Issued for cash - flow-through shares August 2023 14,821,913 6,818,080 Issued for cash - common share shares August 2023 11,250,000 4,500,000 Share issue costs - (1,020,050) Flow-through sharepremium August 2023 - (889,315)
		Balance - September 30, 2023 149,869,384 $ 164,898,123

Common Shares

On August 4, 2023, the Company completed a public offering of 11,250,000 shares (" August 2023 shares ") and 14,821,913 flow-through shares (" August 2023 FT shares "), on a bought deal basis for aggregate proceeds of approximately $11.3 million. The August 2023 shares were sold at a price of $0.40 per unit, the August 2023 FT shares were sold at a price of $0.46 per FT share.

12

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NIGHTHAWK GOLD CORP.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

Presented in Canadian Dollars

Unaudited

For the three and nine months ended September 30, 2023 and 2022

10. SHARE CAPITAL (continued)

(b) Warrants

Warrants
		Allocated
	Warrants	value
Balance - December 31, 2022	36,502,803 $	6,119,425
Expiryof warrants	(14,189,017)	(3,563,900)
Balance - September 30, 2023	22,313,786 $	2,555,525

During the nine months ended September 30, 2023, no warrants were issued by the Company.

A summary of Nighthawk’s outstanding warrants at September 30, 2023, is presented below:

Number of

	Number of
Issue date	warrants	Exerciseprice	Expiry date
December 9, 2021	2,815,000	$1.50	December 9, 2023
December 9, 2021 Broker Warrants	336,000	$1.50	December 9, 2023
May 3, 2022	18,078,100	$1.05	May 3, 2024
May3,2022 Broker Warrants	1,084,686	$0.70	May3,2024
	22,313,786

Option pricing models require the use of highly subjective estimates and assumptions including the expected stock price volatility. Volatility is based on the historical volatility of Nighthawk. Changes in the underlying assumptions can materially affect the fair value estimates.

(c) Contributed Surplus

Share-based Payment Reserve

Share-based Payment Reserve
Balance - December 31, 2022	$	22,516,591
Stock-based compensation(a)		323,915
Expiryof warrants		3,563,900
Balance - September 30, 2023	$	26,404,406

(a) Includes both stock options and share units.

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NIGHTHAWK GOLD CORP.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

Presented in Canadian Dollars

Unaudited

For the three and nine months ended September 30, 2023 and 2022

10. SHARE CAPITAL (continued)

(c) Contributed Surplus (continued)

Incentive Plans

The shareholders of Nighthawk have approved a stock option plan (the “ Stock Option Plan ”) and a share unit plan (the “ Share Unit Plan ” and together with the Stock Option Plan, the “ Incentive Plans ”). The Incentive Plans are each a “rolling evergreen” plan and provide that the number of common shares of Nighthawk available for issuance from treasury under the Incentive Plans or any other security based compensation arrangement, subject to adjustments, shall not exceed 10% of the issued and outstanding common shares of the Nighthawk at the time of grant. Any increase in the issued and outstanding common shares of Nighthawk will result in an increase in the available number of common shares issuable under the Incentive Plans. Any issuance of common shares from treasury pursuant to the settlement of stock options or share units granted pursuant to the Incentive Plans shall automatically replenish the number of common shares issuable under the Incentive Plans. When each option or share unit is exercised or settled (as applicable), cancelled or terminated, a common share shall automatically be made available for the grant of a stock option/share unit under the Incentive Plans.

Stock Option Plan

The Stock Option Plan provides for the issuance of stock options to acquire common shares to employees, directors, officers, and consultants of Nighthawk. The period within which stock options may be exercised and the number of stock options which may be exercised in any such period are determined by the Board of Directors at the time of grant of such stock options, however, that the maximum term of any stock option awarded under the Stock Option Plan is ten (10) years. The exercise price per common share under a stock option is determined by the Board of Directors, but in any event, shall not be lower than the “market price” of the common shares on the date of grant of the stock option.

the stock option.
			Weighted
	Number of		average
	options	exerciseprice
Balance - December 31, 2022	**5,660,000 **	$	0.32
Expired	(70,000)		2.00
Forfeited	(57,500)		0.375
Balance - September 30, 2023	**5,532,500 **	$	0.30

During the nine months ended September 30, 2023, no stock options were granted by the Company.

14

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NIGHTHAWK GOLD CORP.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

Presented in Canadian Dollars

Unaudited

For the three and nine months ended September 30, 2023 and 2022

10. SHARE CAPITAL (continued)

(c) Contributed Surplus (continued)

Stock Option Plan (continued)

A summary of Nighthawk’s outstanding stock options at September 30, 2023 is presented below:

				Weighted average
	Options	Options		remaining life
Grant date	outstanding	exercisable	Exerciseprice	(years)
December 10, 2019	20,000	20,000	$2.10	0.8
September 27, 2022	5,455,000	5,455,000	$0.29	4.0
November 17,2022	57,500	57,500	$0.375	0.2
	5,532,500	5,532,500	$0.30	4.0

Option pricing models require the use of highly subjective estimates and assumptions including the expected stock price volatility. Volatility is based on the historical volatility of Nighthawk. Changes in the underlying assumptions can materially affect the fair value estimates. The options issued to non-employees were valued using the fair value of the equity instrument granted in the absence of a reliable estimate of the fair value of the goods or services received.

Share Unit Plan

The Share Unit Plan provides for the issuance of share units to employees, directors, officers and consultants of Nighthawk. Share units are units created by means of an entry on the books of Nighthawk representing the right to receive one common share (subject to adjustments) issued from treasury per share unit. The number of share units granted and any applicable vesting conditions are determined in the discretion of the Board of Directors (or a committee thereof) on the date of grant. In granting share units, the Board of Directors (or a committee thereof) may include other terms, conditions, and/or vesting criteria which are not inconsistent with the Share Unit Plan. Share units are settled by way of issuance of common shares from treasury as soon as practicable following the maturity date in accordance with the Share Unit Plan.

The grant date fair value of the share units equals the fair market value of the corresponding shares at the grant date. The fair value of these equity-settled awards is recognized as compensation expense with a corresponding increase in equity. The total amount expensed is recognized over the vesting period, which is the period over which all the specified vesting conditions should be satisfied.

A continuity of Nighthawk’s outstanding share units at September 30, 2023 and December 31, 2022 is presented below:

below:
						Outstanding	Exercisable
Balance - September	30,	2023	and December	**31, **	2022	396,500	313,166

15

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NIGHTHAWK GOLD CORP.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

Presented in Canadian Dollars

Unaudited

For the three and nine months ended September 30, 2023 and 2022

11. NET LOSS PER SHARE

Net loss per share has been calculated using the weighted average number of shares outstanding during the three and nine months ended September 30, 2023 and 2022.

		Three months ended	Three months ended	Nine months ended	Nine months ended
		September 30,		September 30,
		2023	2022	2023	2022
Net loss for the period	$	(2,206,220) $	(8,148,657) **$ **	(12,216,843) $	(19,735,872)
Basic and fully diluted weighted average number of
shares outstanding during the period		139,950,721	122,895,908	129,120,558	106,475,378
Basic and fullydiluted net lossper share	$	(0.02) $	(0.07) $	(0.09) $	(0.19)

Fully diluted weighted average common shares outstanding for the three and nine months ended September 30, 2023 and 2022 are not reflective of the outstanding stock options, share units and warrants as their exercise would be antidilutive in the loss per share calculation.

12. RELATED PARTY DISCLOSURES

(a) Director and Executive Management Compensation

Directors and executive management's compensation for the nine months ended September 30, 2023 and 2022 consisted of the following:

		Three months	ended	Nine months	ended
		September	30,	September	30,
		2023	2022	2023	2022
Cash compensation	$	261,250 $	220,242 $	783,750 $	687,840
Employment benefits		15,568	12,627	40,945	37,880
Fair value of stock-based compensation		56,672	531,390	217,938	1,021,500
	$	333,490 $	764,259 $	1,042,633 $	1,747,220

(b) Director and Executive Management Transactions

The aggregate value of transactions and outstanding balances relating to entities over which directors and executive management have control or significant influence were as follows:

			Nine months ended	Nine months ended	Balance outstanding as at	Balance outstanding as at	Balance outstanding as at
			September 30,		September		30,
Transaction	Note		2023	2022	2023		2022
Rent	(1)	$	54,270 $	45,264	-		-
Participation in financings	(2)		-	474,550	-		-
		$	54,270 $	519,814 $	-	$	-

(1) During the nine months ended September 30, 2023, the Company paid rent and office costs of $54,270 (nine months ended September 30, 2022 - $45,264) to 2756189 Ontario Inc., a company controlled by Northfield Capital Corporation, a shareholder of Nighthawk and a company with a common director (Morris Prychidny). At September 30, 2023, the balance owed was $nil (December 31,2022 - $nil).

16

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NIGHTHAWK GOLD CORP.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

Presented in Canadian Dollars

Unaudited

For the three and nine months ended September 30, 2023 and 2022

12. RELATED PARTY DISCLOSURES (continued)

• (2) During the nine months ended September 30, 2022, combined insider participation by Northfield Capital Corporation, the Directors and executive management in the bought deal prospectus financing which closed on May 3, 2022, totaled 130,000 FT Units and 527,500 Units for aggregate proceeds of $474,550.

13. MANAGEMENT OF CAPITAL RISK

Nighthawk’s capital management objective is to obtain adequate levels of funding to support its exploration activities, to obtain corporate and administrative functions necessary to support organizational functioning and obtain sufficient funding to further the identification and development of precious metal deposits. Achieving this objective requires management to consider the underlying nature of exploration activities, availability of capital, the cost of various capital alternatives and other factors.

Nighthawk raises capital, as necessary, to meet its needs and take advantage of perceived opportunities and, therefore, does not have a numeric target for its capital structure. Funds are primarily secured through equity capital raised by way of private placements. There can be no assurance that Nighthawk will be able to continue raising equity capital in this manner.

Establishing and adjusting capital requirements is a continuous management process. Exploration involves a high degree of “discovery” risk and substantial uncertainties about the ultimate ability of Nighthawk to achieve positive cash flows from operations. Consequently, management primarily funds Nighthawk’s exploration activities and administrative costs by issuing share capital rather than using other capital sources that require fixed repayments of principal or interest. Nighthawk will continue to assess new properties and seek to acquire an interest in additional properties if it feels there is sufficient geologic or economic potential and if it has adequate financial resources to do so.

Development activities may begin once a property’s mineral reserves are estimated and Nighthawk makes a positive production decision. At this point, management may consider other sources of financing such as senior debt or convertible debentures as a means to reduce equity dilution.

Nighthawk’s capital under management at September 30, 2023 includes share capital of $164,898,123 (December 31, 2022 - $155,156,116).

Nighthawk invests all capital that is surplus to its immediate operational needs in short-term, liquid and highly rated financial instruments, such as cash, and short-term guarantee deposits, all held with major Canadian financial institutions.

There were no changes in Nighthawk's approach to capital management during the nine months ended September 30, 2023 and Nighthawk is not subject to any externally imposed capital requirements other than the restricted cash held as guaranteed investment certificates at a Canadian chartered bank as security for the letters of credit posted with respect to Damoti Reclamation Obligation and the Colomac Security (note 5) .

As of September 30, 2023, Nighthawk had $130,168 of flow-through expenditure obligations remaining, which must be expended by December 31, 2023. Additionally, the company had $6,818,080 flow-through expenditure obligations remaining, which must be spent by December 31, 2024.

17

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NIGHTHAWK GOLD CORP.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

Presented in Canadian Dollars

Unaudited

For the three and nine months ended September 30, 2023 and 2022

14. MANAGEMENT OF FINANCIAL AND OTHER RISKS

Nighthawk’s financial instruments are exposed to financial risks as summarized below:

(a) Fair Value

The carrying amount of cash and cash equivalents, amounts receivable, and accounts payable and accrued liabilities represent their fair value due to their short-term nature. The fair value of the restricted cash are equal to its carrying value. Fair value represents the amount that would be exchanged in an arm’s length transaction between willing parties and is best evidenced by a quoted market price if one exists.

(b) Credit Risk

Nighthawk's credit risk is primarily attributable to cash and cash equivalents and amounts receivable. Nighthawk has no significant concentration of credit risk arising from operations. Restricted cash consists of guaranteed investment certificates, which secure Nighthawk's two irrevocable standby letters of credit with a Canadian chartered bank (note 5) which Nighthawk considers to be a reputable financial institution. Management therefore believes the risk of loss to be remote.

(c) Liquidity Risk

Nighthawk's approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when due. As at September 30, 2023, Nighthawk had a cash balance of $12,753,979 (December 31, 2022 - $18,680,516) to settle current liabilities of $1,706,849 (December 31, 2022 - $2,186,957). The majority of Nighthawk's financial trade liabilities have contractual maturities of 30 days or less and are subject to normal trade terms.

(d) Interest Rate Risk

Nighthawk’s cash and cash equivalents primarily includes highly liquid bank deposits that earn fixed and variable rates of interest thereon. Due to the short-term nature of these financial instruments, fluctuations in market rates do not have a significant impact on estimated fair values as of September 30, 2023. The restricted cash is not subject to cash flow interest rate risk due to the fixed rate of interest thereon. Future cash flows from interest income on cash and cash equivalents will be affected by interest rate fluctuations. Nighthawk manages interest rate risk by maintaining an investment policy for short-term investments. This policy focuses primarily on preservation of capital and liquidity. Nighthawk is exposed to interest rate price risk on fixed interest rate instruments.

(e) Commodity Price Risk

Nighthawk is exposed to price risk with respect to the commodity price of gold. Future declines in this commodity price may impact the future profitability of Nighthawk and the valuation of its mineral properties. A significant decline in gold price may affect Nighthawk’s ability to obtain capital for the exploration and development of its mineral resource properties.

15. SUBSEQUENT EVENTS

Subsequent to period end on October 4, 2023, 5,040,000 stock options were granted having an exercise price of $0.325 expiring five years from the date of grant. 50% of stock options granted vest on the date of grant and the remaining 50% vest on the first anniversary of the option grant.

18

APPENDIX B

PRO FORMA FINANCIAL STATEMENTS

[ See attached ]

Moneta Gold Inc.

PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2023

(Unaudited)

Moneta Gold Inc

Unaudited Pro Forma Consolidated Statement of Financial Position As at September 30, 2023

As at September 30,	2023 2023 Pro Forma Moneta Gold Inc. Nighthawk Gold Corp. Adjustments Consolidated $
ASSETS Current Cash and equivalents1 Restricted cash Prepaid expenses Receivables Sales taxes recoverable Interest receivable Reclamation deposits Property, plant and equipment - cost Exploration and evaluation assets2	18,469,792 12,753,979 10,275,000 41,498,771 5,029,297 5,029,297 184,210 1,680,911 1,865,121 23,799 199,314 223,113 504,781 504,781 89,502 89,502 192,064 192,064 891,986 117,743 1,009,729 55,159,138 13,585,556 32,185,933 100,930,627
TOTAL ASSETS	75,515,272 33,366,800 151,343,005
LIABILITIES Current Accounts payable and accrued liabilities Deferred premium on flow-through shares Loan payable Asset retirement obligation Reclamation provision Deferred tax liability	4,168,997 1,706,849 5,875,846 6,102,096 906,992 7,009,088 60,000 60,000 852,082 1,301,324 2,153,406 3,012,314 3,012,314 691,000 691,000
TOTAL LIABILITIES	11,874,175 6,927,479 18,801,654
SHAREHOLDER'S EQUITY Capital stock3 Contributed surplus4 Accumulated Deficit5	162,874,146 164,898,123 (95,997,869) 231,774,400 10,671,894 28,959,931 (28,959,931) 10,671,894 (109,904,943) (167,418,733) 167,418,733 (109,904,943)
Total shareholders' equity	63,641,097 26,439,321 132,541,351
TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY	75,515,272 33,366,800 151,343,005

1 - Net cash after financing and cash expenditures related to the Transaction

2 - Merger is treated as an asset acquistion for consolidated financial reporting purposes, with Moneta acquiring the net assets of Nighthawk. 3 - 188,561,178 shares issued at an exchange ratio of .42 Moneta shares for every Nighthawk share. Moneta shares are at $0.87. Nighthawk Capital stock is eliminated on consolidation.

4 - Nighthawk's Contributes surplus is elminated on consolidation

5 - Nighthawk's Accumulated deficit is elminated on consolidation

The accompanying notes form an integral part of these unaudited pro forma consolidated financial statements.

Moneta Gold Inc.

Unaudited Pro Forma Consolidated Statement of Net Loss and Comprehensive Loss For the nine months ended September 30, 2023

	Moneta Gold Inc. Nighthawk Gold Corp. Pro Forma Consolidated	Moneta Gold Inc. Nighthawk Gold Corp. Pro Forma Consolidated
For the period ended September 30,
	2023 2023 2023 $ $ $
OPERATING EXPENSES Exploration and evaluation expenditures Legal, audit & investment advisory General & administration Share based compensation Wages and benefits	12,917,663 12,437,743 25,355,406 357,605 177,699 535,304 1,356,470 959,842 2,316,312 1,244,623 323,915 1,568,538 1,129,250 1,498,378 2,627,628
Loss from operational activities	17,005,611 15,397,577 32,403,188
	(69,548) (79,390) (148,938) (533,551) (602,912) (1,136,463) (16,708) (16,708) (4,530,000) (2,271,004) (6,801,004) (210,720) (210,720)
OTHER ITEMS
Other income Interest income Gain on debt settlement Flow through Share premium Government Grant
Loss before income taxes	11,872,512	12,216,843 24,089,355
Net loss and comprehensive loss for theperiod	11,872,512	12,216,843 24,089,355

.

The accompanying notes form an integral part of these unaudited pro forma consolidated financial statements.

Moneta Gold Inc.

Unaudited Pro Forma Consolidated Statement of Net Loss and Comprehensive Loss For the year ended December 31, 2022

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----- Start of picture text -----

Moneta Gold Nighthawk Pro Forma
Inc. Gold Corp. Consolidated
For the year ended December 31,
2022 2022 2022
$ $ $
OPERATING EXPENSES
Exploration and evaluation expenditures 18,927,085 21,463,263 40,390,348
Legal, audit & investment advisory 354,126 355,087 709,213
General & administration 1,921,897 1,367,346 3,289,243
Share based compensation 1,524,034 1,897,227 3,421,261
Wages and benefits 670,425 3,050,213 3,720,638
Loss from operational activities 23,397,567 28,133,136 51,530,703
OTHER ITEMS
Other income (124,639) (165,540) (290,179)
Interest income (230,979) (498,605) (729,584)
Gain on debt settlement (21,563) (21,563)
Unrealized loss on investments 12,970 12,970
Flow through Share premium (4,260,900) (4,969,460) (9,230,360)
Government Grant (106,080) (106,080)
Loss before income taxes 18,794,019 22,371,888 41,165,907
Net loss and comprehensive loss for the period 18,794,019 22,371,888 41,165,907
----- End of picture text -----

The accompanying notes form an integral part of these unaudited pro forma consolidated financial statements.

Moneta Gold Inc.

Unaudited Pro Forma Notes to the Pro Forma Consolidated Financial Statements as at September 30, 2023 and for the nine months ended September 30, 2023 and the year ended December 31, 2022

1. Basis of Presentation

These unaudited pro forma consolidated financial statements have been prepared in connection with the proposed transaction between Moneta Gold Inc. (the “Company” or “Moneta”) and Nighthawk Gold Corp. (“Nighthawk”), whereby Moneta will acquire all of the issued and outstanding common shares of Nighthawk (the “Transaction”). The Transaction is expected to close in the first quarter of 2024.

These unaudited pro forma consolidated financial statements have been prepared from information derived from, and should be read in conjunction with, the unaudited condensed consolidated interim financial statements of Moneta for the three and nine months ended September 30, 2023 and the consolidated financial statements of Moneta for the year ended December 31, 2022, the unaudited interim condensed consolidated financial statements of Nighthawk for the three and nine months ended September 30, 2023 and the consolidated financial statements of Nighthawk for the year ended December 31, 2022. The historical financial statements of Moneta and Nighthawk were prepared in accordance with International Financial Reporting Standards (“IFRS”). These unaudited pro forma consolidated financial statements have been compiled as follows:

• a. An unaudited pro forma consolidated statement of financial position as at September 30, 2023 combining:

• i. The unaudited condensed interim consolidated statement of financial position of Moneta as at September 30, 2023;

• ii. The unaudited interim condensed consolidated statement of financial position of Nighthawk as at September 30, 2023; and

• iii. The footnotes following the pro forma statements.

• b. An unaudited pro forma consolidated statement of Net loss and comprehensive loss for the nine months ended September 30, 2023 combining:

• i. The unaudited condensed interim consolidated statement of Net loss and comprehensive loss of Moneta for the nine months ended September 30, 2023;

• ii. The unaudited interim condensed consolidated statement of Net loss and comprehensive loss of Nighthawk for the nine months ended September 30, 2023; and

• iii. The footnotes following the pro forma statements.

• c. An unaudited pro forma consolidated statement of comprehensive (loss) / earnings for the year ended December 31, 2022, combining:

• i. The consolidated statement of Net loss and comprehensive loss of Moneta for the year ended December 31, 2022;

• ii. The consolidated statement of Net loss and comprehensive loss of Nighthawk for the year ended December 31, 2022; and

• iii. The footnotes following the pro forma statements.

The unaudited pro forma consolidated statement of financial position as at September 30, 2023 reflects the Transaction described in Note 4 as if it was completed on September 30, 2023. The unaudited pro forma consolidated statement of Net loss and comprehensive loss for the nine months ended September 30, 2023 and for the year ended December 31, 2022 have been prepared as if the proposed Transaction described in Note 3 had occurred on January 1, 2022.

The unaudited pro forma consolidated financial statements are not intended to reflect the financial performance or the financial position of the Company which would have resulted had the Transaction been affected on the dates indicated. Actual amounts recorded upon completion of the proposed Transaction will likely differ from those recorded in the unaudited pro forma consolidated financial statements and such differences could be material. Any potential synergies that may be realized, integration costs that may be incurred upon completion of the Transaction or other non-recurring changes have been excluded from the unaudited pro forma financial information. Further, the pro forma financial information is not necessarily indicative of the results of operations that may be obtained in the future.

2. Identifiable Assets Acquired and Liabilities Assumed in the Transaction

In October 2018, the IASB issued amendments to the guidance in IFRS 3, that revises the definition of a business. The revised guidance introduces an optional concentration test that, if met, eliminates the need for further assessment. To be considered a business, an acquisition would have to include an input and a substantive process that together significantly

Moneta Gold Inc.

Unaudited Pro Forma Notes to the Pro Forma Consolidated Financial Statements as at September 30, 2023 and for the nine months ended September 30, 2023 and the year ended December 31, 2022

contribute to the ability to create outputs. The new guidance provides a framework to evaluate when an input and a substantive process are present. It is also no longer necessary to assess whether market participants are capable of replacing missing elements or integrating the acquired activities and assets. These amendments are effective and shall be applied to business combinations for which the acquisition date is on or after the beginning of the first annual reporting periods beginning on or after January 1, 2020 and to asset acquisitions that occur on or after the beginning of that period.

As the acquisition of Nighthawk met the concentration test, Moneta has accounted for the Transaction as an asset acquisition, measured under IFRS 2, Share-based Payments. The fair value of the consideration has been allocated to the identifiable assets acquired and liabilities assumed based on their fair values at the date of acquisition as follows:

Acquisitionprice	$68,900,254
Fair value of Nighthawk’s net assets acquired
Cash and cash equivalents	23,028,979
Restricted cash	5,029,297
Prepaid expenses	1,680,911
Receivables	199,314
Property, plant, and equipment	117,743
Exploration and evaluation assets	45,771,489
Accounts payable and accrued liabilities	(1,706,849)
Deferred premium on flow-through shares	(906,992)
Asset retirement obligation	(1,301,324)
Reclamation provision	(3,012,314)
	$68,900,254

The fair value has been calculated as 188,561,178 (see details below) shares issued at C$0.87 per share and converted using a conversion rate of 0.42..

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Nighthawk Shares $ Units
Existing Shares 149,929,384
Shares - Vesting 396,500
Financing Proceeds Gross 13,000,000 38,235,294
Financing Costs (1,100,000)
Total Shares - Nighthawk 11,900,000 188,561,178
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Financing proceeds of consist of 38,235,294 shares issued at $0.34 for gross proceeds of $13 million. Financing fees of $1.1 million result in a net $11.9 million for the Nighthawk financing.

As at the date of these unaudited pro forma consolidated financial statements, Moneta has not completed the detailed valuation study necessary to arrive at the required final estimates of the fair value of the Nighthawk’s assets to be acquired and liabilities to be assumed. A final determination of the fair value of Nighthawk’s assets and liabilities, including mining interests and other assets and liabilities which are accounted for at fair value, will be based on the information and assumptions that exist as of the closing date of the Transaction, and, therefore, cannot be made prior to the Transaction date. In addition, the value of the consideration to be paid by Moneta upon the consummation of the Transaction will be determined based on the closing price of Moneta’s common shares on the Transaction date. Further, no effect has been given to any other new Nighthawk common shares or other equity awards that may be issued or granted subsequent to September 30, 2023 and before the closing date of the Transaction, and none are anticipated. As a result, the pro forma adjustments are preliminary and are subject to change as additional information becomes available and as additional analysis is performed. The preliminary pro forma adjustments have been made solely for the purpose of providing the unaudited pro forma financial information. Moneta has estimated the fair value of Nighthawk’s assets and liabilities based on discussions with Nighthawk’s management, preliminary valuation information, due diligence and information presented in Nighthawk’s public filings. Until the arrangement is completed, both companies are limited in their ability to share certain information. Upon completion of the Transaction, a final determination of fair value of Nighthawk’s assets and liabilities will be performed. Any increases or decreases in the fair value of assets acquired and liabilities assumed upon completion of the final valuations will be reflected in the actual reporting by the Company subsequent to closing.

The combined Canadian federal and provincial effective income tax rate for Moneta is expected to be 26.5%.

Moneta Gold Inc.

Unaudited Pro Forma Notes to the Pro Forma Consolidated Financial Statements as at September 30, 2023 and for the nine months ended September 30, 2023 and the year ended December 31, 2022

3. Significant Accounting Policies

The accounting policies used in preparing the unaudited pro forma consolidated financial statements are set out in the Company’s audited consolidated financial statements for the year ended December 31, 2022 and the unaudited condensed interim consolidated financial statements for the nine months ended September 30, 2023. In preparing the unaudited pro forma consolidated financial statements, a preliminary review was undertaken to identify any accounting policy differences between the accounting policies used by Nighthawk and those of the Company where the impact was potentially material and could be reasonably estimated. The significant accounting policies of Moneta and Nighthawk conform, in all material respects, to those of the Company.

4. Description of the Transaction

On November 28, 2023, Moneta and Nighthawk entered into arrangement agreement (the “Arrangement Agreement”) in respect of a plan of arrangement (the “Plan of Arrangement”) to be completed under Section 182 of the Business Corporations Act (Ontario), pursuant to which Moneta would acquire all of the outstanding common shares of Nighthawk Gold Corp. (the “Arrangement”).

Under the terms of the Arrangement, at the effective time of the Arrangement (the “Effective Time”), each issued common share of Nighthawk (a “Nighthawk Share”) will be deemed to be transferred and assigned to Moneta in exchange for 0.42 (the “Exchange Ratio”) of a common share of Moneta (“Moneta Share”) (on a pre-Consolidation basis). Each outstanding restricted share unit of Nighthawk, whether vested or unvested, will be fully vested, transferred to Nighthawk and shall be settled by Nighthawk at the Effective Time in exchange for one Nighthawk Share, in accordance with the terms of the Arrangement Agreement and the Plan of Arrangement. In addition, each outstanding option to acquire Nighthawk Shares (“Nighthawk Options”) outstanding immediately prior to the Effective Time, whether or not vested, shall be exchanged by the holder thereof for an option to acquire from Moneta, other than as provided herein, the number of Moneta Shares equal to the product obtained when (A) the number of Nighthawk Shares subject to such Nighthawk Option immediately before the Effective Time, is multiplied by (B) the Exchange Ratio, provided that if the foregoing would result in the issuance of a fraction of a Moneta Share on any particular exercise of replacement Moneta options, then the number of Moneta Shares otherwise issuable shall be rounded down to the nearest whole number of Moneta Shares.

In connection with the Transaction, shareholders of Moneta are also being asked to approve an amendment to the articles of Moneta to change the name of Moneta to “STLLR Gold Inc.” or such other name as the board of directors of each of Moneta and Nighthawk, may resolve, subject to regulatory approval (the “Name Change”) and a consolidation (the “Consolidation”) of the outstanding Moneta Shares on the basis of one post Consolidation Moneta Share for each two preConsolidation Moneta Shares. The Name Change and Consolidation are not conditions to the completion of the Arrangement and will only be implemented in connection with the Arrangement if approved by the shareholders of Moneta. The figures reported in these pro forma statements exclude the effects of the proposed share consolidation.

Moneta Gold Inc.

Unaudited Pro Forma Notes to the Pro Forma Consolidated Financial Statements as at September 30, 2023 and for the nine months ended September 30, 2023 and the year ended December 31, 2022

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