Taurus Gold — Interim / Quarterly Report 2023

Jun 29, 2023

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Taurus Gold Corp.

Condensed Interim Financial Statements

For the nine months ended April 30, 2023

Unaudited – Prepared by Management (Expressed in Canadian Dollars)

NOTICE OF NO AUDITOR REVIEW

UNAUDITED CONDENSED INTERIM FINANCIAL STATEMENTS

NOTICE OF NO AUDITOR REVIEW OF CONDENSED INTERIM FINANCIAL STATEMENTS

Under National Instrument 51-102, Part 4, subsection 4.3(3)(a), if an auditor has not performed a review of the condensed interim financial statements, they must be accompanied by a notice indicating that the condensed interim financial statements have not been reviewed by an auditor.

The accompanying unaudited condensed interim financial statements of Taurus Gold Corp. (the “Company”) have been prepared by and are the responsibility of the Company’s management. The unaudited condensed interim financial statements are prepared in accordance with International Financial Reporting Standards and reflect management’s best estimates and judgment based on information currently available.

The Company’s independent auditor has not performed a review of these condensed interim financial statements in accordance with standards established by the Chartered Professional Accountants of Canada for a review of condensed interim financial statements by an entity’s auditor.

June 29, 2023

Taurus Gold Corp.

Condensed Interim Statements of Financial Position

(Unaudited – Prepared by Management)

As at April 30, 2023 and July 31, 2022

		April 30,	July 31,
		2023	2022
	Note	$	$
Assets
Current assets
Cash		749,468	1,194
Sales tax receivable		9,937	21,788
Prepaid expenses		20,647	2,428
		780,052	25,410
Non-current assets
Prepaid exploration expenditures	4	23,363	-
Mineral property interests	4	1,687,770	1,576,445
		1,711,133	1,576,445
Total assets		2,491,185	1,601,855
Liabilities and shareholders' equity
Current liabilities
Accounts payable and accrued liabilities	7	34,331	80,689
Promissory notes payable	5	-	149,401
Flow-through liability	6	53,750	-
		88,081	230,090
Non-current liabilities
Deferred income tax liability	10	2,000	77,000
Total liabilities		90,081	307,090
Shareholders' equity
Share capital	6	3,104,100	1,794,994
Reserves	6	414,800	-
Deficit		(1,117,796)	(500,229)
Total shareholders' equity		2,401,104	1,294,765
Total liabilities and shareholders' equity		2,491,185	1,601,855
Nature and continuance of operations	1

Approved on behalf of the Board of Directors on June 29, 2023:

“Lori Walton” Director	“Trevor Harding”
	Director

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

2

Taurus Gold Corp.

Condensed Interim Statements of Loss and Comprehensive Loss

(Unaudited – Prepared by Management)

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

	Three months ended Nine months ended
	Note April 30, 2023 $ April 30, 2022 $ April 30, 2023 $ April 30, 2022 $
	Expenses Consulting 7 5,389 - 12,442 20,438 General and administrative 1,650 5,412 12,981 16,730 Professional fees 7 21,000 36,444 298,021 68,169 Share-based compensation 6 - - 301,400 - Transfer agent and filing fees 21,674 17,785 77,996 28,336 Website costs 437 1,746 1,500 2,696
	Loss from operating expenses (50,150) (61,387) (704,340) (136,369) Interest income 12,223 - 12,223 - Interest expense 5 - (900) (450) (2,250)
	Loss for the year before income taxes (37,927) (62,287) (692,567) (138,619) Deferred income tax expense(recovery) 10 8,000 12,000 75,000 30,000
	Loss and comprehensive loss for the period (29,927) (50,287) (617,567) (108,619)
	Loss per share - Basic # 6 35,426,874 28,322,620 35,426,874 28,322,620 - Diluted # 6 35,426,874 28,322,620 35,426,874 28,322,620 Basic loss per share $ 6 (0.00) (0.00) (0.02) (0.00) Diluted lossper share $ 6 (0.00) (0.00) (0.02) (0.00) Weighted average number of common shares outstanding

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

3

Taurus Gold Corp.

Condensed Interim Statements of Changes in Shareholders’ Equity

(Unaudited – Prepared by Management)

For the nine months ended April 30, 2023 and April 30, 2022

	Common	Share
	shares	capital	Reserves	Deficit	Total
	#	$	$	$	$
August 1, 2021	28,322,620	1,794,994	-	(361,622)	1,433,372
Loss and comprehensive loss for the period	-	-	-	(108,619)	(108,619)
April 30,2022	28,322,620	1,794,994	-	(470,241)	1,324,753
August 1, 2022	28,322,620	1,794,994	-	(500,229)	1,294,765
Private placement - flow-through units - IPO	1,075,000	268,750	-	-	268,750
Private placement - units - IPO	7,240,250	1,448,050	-	-	1,448,050
Flow-through premium	-	(53,750)	-	-	(53,750)
Share-based compensation	-		301,400	-	301,400
Compensation units issued	160,000	(32,000)	32,000	-	-
Compensation warrants issued	-	(81,400)	81,400	-	-
Share issuance costs - cash	-	(240,544)	-	-	(240,544)
Loss and comprehensive loss for the period	-	-	-	(617,567)	(617,567)
April 30, 2023	36,797,870	3,104,100	414,800	(1,117,796)	2,401,104

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

4

Taurus Gold Corp.

Condensed Interim Statements of Cash Flows

(Unaudited – Prepared by Management)

For the nine months ended April 30, 2023 and April 30, 2022

		2023	2022	2022
	Note	$	$
Operating activities
Loss for the period		(617,567)		(108,619)
Items not involving cash:
Share-based compensation		301,400		-
Unrealized foreign exchange		(9,401)		2,832
Deferred income tax expense (recovery)		(75,000)		(30,000)
Changes in non-cash working capital items:
Prepaid expenses		(41,582)		7,905
Sales tax receivable		11,851		(6,470)
Accounts payable and accrued liabilities		(50,739)		(72,392)
		(481,038)		(206,744)
Financing activities
Proceeds from issuance of common shares/units		1,716,800		-
Proceeds (repayment) of promissory notes		(140,000)		130,500
Share issuance costs		(240,544)		-
		1,336,256		130,500
Investing activities
Exploration expenditures		(56,944)		-
Mineral property acquisition costs		(50,000)		(17,826)
		(106,944)		(17,826)
Change in cash		748,274		(94,070)
Cash, beginning of period		1,194		101,841
Cash, end ofperiod		749,468		7,771

Supplemental cash flow information 11

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

5

(Unaudited – Prepared by Management)

Taurus Gold Corp.

Condensed Interim Notes to the Financial Statements

For the nine months ended April 30, 2023 and April 30, 2022

1. NATURE AND CONTINUANCE OF OPERATIONS

Taurus Gold Corp. (the “Company”) was incorporated under the Business Corporations Act (Alberta) on March 26, 2019. The registered address, head office, principal address and records office of the Company are located at Suite 600, 815 – 8[th] Avenue S.W. Calgary, Alberta T2P 3P2. On September 15, 2022, the Company was approved for listing on the CSE under the symbol: TAUR, OTCQB: TARGF.

These financial statements (the “financial statements”) are prepared on a going concern basis which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. As at April 30, 2023, the Company has recurring losses and has a working capital of $691,971 and a cumulative deficit of $1,117,796. In addition, the Company has not generated revenues from operations. The Company has financed its operations primarily through the issuance of common shares and shareholder advances in the form of unsecured promissory notes for working capital purposes.

In order to continue as a going concern and to meet its corporate objectives, the Company will require additional financing through debt or equity issuances or other available means. Management has assessed that the completed financing (Note 6) is sufficient for the Company to continue as a going concern beyond one year. If the going concern assumption were not appropriate for these financial statements, it could be necessary to restate the Company’s assets and liabilities on a liquidation basis.

2. BASIS OF PREPARATION

Statement of Compliance

These financial statements have been prepared in conformity with International Accounting Standard (“IAS”) 34, Interim Financial Reporting, using the same accounting policies as detailed in the Company‘s annual audited financial statements for the year ended July 31, 2022, and do not include all the information required for full annual financial statements in accordance with International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board ("IASB") and interpretations of the International Financial Reporting Interpretations Committee ("IFRIC"). It is suggested that these financial statements be read in conjunction with the annual audited financial statements.

Basis of preparation

These financial statements have been prepared on a historical cost basis, except for financial instruments measured at fair value, and have been prepared using the accrual basis of accounting, except for cash flow information.

These financial statements are presented in Canadian dollars, which is the functional currency of the Company.

3. SIGNIFICANT ACCOUNTING POLICIES

Use of estimates and judgments

The accounting policies, estimates and critical judgments, methods of computation and presentation applied in these financial statements are consistent with those of the most recent annual audited financial statements and are those the Company expects to adopt in its financial statements for the year ended July 31, 2022. Accordingly, these financial statements should be read in conjunction with the Company’s most recent annual audited financial statements.

6

(Unaudited – Prepared by Management)

Taurus Gold Corp.

Condensed Interim Notes to the Financial Statements

For the nine months ended April 30, 2023 and April 30, 2022

4. MINERAL PROPERTY INTERESTS

MINERAL PROPERTY INTERESTS
	Charlotte Project	Total
	$	$
Balance, August 1, 2020	-	-
Acquisition - cash	10,000	10,000
Acquisition - shares	500,000	500,000
Drilling	957,573	957,573
Geologist and consulting	68,978	68,978
Travel	5,451	5,451
Balance, July 31, 2021	1,542,002	1,542,002
Drilling	15,452	15,452
Geologist and consulting	18,991	18,991
Balance, July 31, 2022	1,576,445	1,576,445
Acquisition - cash	50,000	50,000
Helicopter	4,171	4,171
Geologist and consulting	57,154	57,154
Balance, April 30, 2023	1,687,770	1,687,770

Charlotte Property

On August 18, 2020 (the “Effective Date”), the Company entered into an option agreement (“Original Option Agreement”) with 1011308 B.C. Ltd. (“1011308 BC”) to acquire up to a 100% interest in 139 mineral claims in the Mt. Nansen Region West of Carmacks in the south-central Yukon, Canada.

Under the terms of the Original Option Agreement, within 60 days of the Effective Date, the Company was required to satisfy certain obligations preceding the earn-in activity:

• Payment of $250,000 to 1011308 BC (the "Initial Payment"); and

• Issuance of 10,000,000 common shares to 1011308 BC at a price of $0.05 per share (issued at a fair value of $500,000) (note 6).

Within two years of the Effective Date, the Company was required satisfy certain additional obligations to acquire a 51% interest in the property (the “First Option”):

• Incur $2,000,000 in exploration expenditures on the property; and

• Issuance of 10,000,000 common shares to 1011308 BC.

Within four years of the Effective Date, and subsequent to the Company completing the requirements of the First Option, the Company was required to satisfy certain additional obligations to acquire an additional 25% interest in the property (the “Second Option”):

• Incur an additional $2,000,000 in exploration expenditures on the property; and

• Issuance of 10,000,000 common shares to 1011308 BC.

Within six years of the Effective Date, and subsequent to the Company completing the requirement of the Second Option, the Company was required to satisfy certain additional obligations to acquire the remaining 24% interest in the property (the “Third Option”):

• Incur an additional $2,000,000 in exploration expenditures on the property;

• Issuance of 10,000,000 common shares to 1011308 BC; and

• Delivering a Preliminary Economic Assessment on the property to 1011308 BC.

7

(Unaudited – Prepared by Management)

Taurus Gold Corp.

Condensed Interim Notes to the Financial Statements

For the nine months ended April 30, 2023 and April 30, 2022

4. MINERAL PROPERTY INTERESTS (continued)

Under the terms of the Original Option Agreement, certain principals of 1011308 BC retain a 3.0% net smelter return royalty, collectively (“NSR”) on any commercial production on the property. In the event that the Company exercised the Third Option, the Company would have had the right to purchase one-third (1.0%) of the NSR for the purchase price of $1,500,000 for a period of 90 days.

The Company issued 7,500,000 common shares to 1011308 BC on August 18, 2020. On October 18, 2020, the Company and 1011308 BC entered into an amending agreement, pursuant to which they agreed to extend the period in which the Company is required to make the Initial Payment to the earlier of (i) five (5) business days following closing of the Offering, and (ii) March 15, 2021. On March 15, 2021, the Company and 1011308 BC entered into a second amending agreement extending the deadline of the Initial Payment to March 15, 2022.

On March 14, 2022, the Company and 1011308 BC entered into an amended and restated option agreement (the “Amended and Restated Option Agreement”) amending and restating the terms of the Original Option Agreement. Under the terms of the Amended and Restated Option Agreement, the Company has the right to acquire a 75% earned interest in the Charlotte Property by exercising the first option, with a second option to acquire the remaining 25%. The exercise of the first option is conditional upon the Company: (i) paying to 1011308 BC $50,000 upon the earlier of five (5) business days following completion of the Offering and March 14, 2023; (ii) issuing 30,000,000 Common Shares to 1011308 BC, and (iii) incurring not less than $1,500,000 in expenditures on or before March 14, 2024 (or making the equivalent payment of cash to 1011308 BC in lieu) (the "First Option Expenditure Amount"). For the purposes of the Company's requirement to incur the First Option Expenditure Amount, the Company and 1011308 BC have agreed that the expenditures in the amount of $1,034,835 incurred during the term of the Original Option Agreement shall be included in the calculation of the First Option Expenditure Amount.

Under the terms of the Amended and Restated Option Agreement, the right of the Company to exercise the second option and acquire an additional 25% earned interest (100% total) in the Charlotte Property is conditional upon the Company, on or before March 14, 2026: (i) having exercised the first option and, concurrently with the delivery of the first option exercise notice, delivering written notice of the Company's intention to pursue the second option; (ii) the Company issuing an additional 10,000,000 Common Shares to 1011308 BC; (iii) the Company paying to 1011308 BC $200,000; and (iv) the Company delivering a mineral resource estimate report to 1011308 BC, prepared in accordance with National Instrument 43-101 - Standards of Disclosure for Mineral Projects .

On May 26, 2022, the Company and the Optionor entered into the Second Amended and Restated Option Agreement, amending and restating the Amended and Restated Option Agreement. Under the terms of the Second Amended and Restated Option Agreement, the Company now has the right to acquire a 51% earned interest in the Charlotte Property by exercising the first option, with a second option to acquire 25% and a third option to acquire the remaining 24%. The exercise of the first option is conditional on the following: (i)The Corporation paying the Optionor $50,000 (the "First Option Payment") (completed) on the earlier of: (i) five (5) Business Days following completion of the Offering, and (ii) the first anniversary of the Second Amended and Restated Option Agreement; (ii)The Corporation issuing 10,000,000 Common Shares to the Optionor; and (iii)The Corporation incurring not less than $1,500,000 in expenditures on or before the second anniversary of the date of the Second Amended and Restated Option Agreement (or making the equivalent payment of cash to the Optionor in lieu) (the "First Option Expenditure Amount").

Under the terms of the Second Amended and Restated Option Agreement, the right of the Company to exercise the second option, on or before the fourth anniversary of the date of the Second Amended and Restated Option, and acquire an additional 25% earned interest (76% total earned interest) in the Charlotte Property is conditional on the following: (i) The Corporation having exercised the first option and, concurrently with the delivery of the first option exercise notice, delivering written notice to the Optionor stating its intention to pursue the second option; (ii)The Corporation issuing to, or as directed by, the Optionor, an additional 10,000,000 Common Shares on or before the fourth anniversary of the date of the Second Amended and Restated Option Agreement; (iii) The Corporation paying the Optionor $200,000 on or before the fourth anniversary of the date of the Second Amended and Restated Option Agreement; and (iv) The Corporation incurring not less than

8

(Unaudited – Prepared by Management)

Taurus Gold Corp.

Condensed Interim Notes to the Financial Statements

For the nine months ended April 30, 2023 and April 30, 2022

4. MINERAL PROPERTY INTERESTS (continued)

$1,500,000 in additional expenditures on or before the fourth anniversary of the date of the Second Amended and Restated Option Agreement.

Under the terms of the Second Amended and Restated Option Agreement, the right of the Company to exercise the third option, on or before the sixth anniversary of the date of the Second Amended and Restated Option, and acquire the remaining 24% earned interest (100% total earned interest) in the Charlotte Property is conditional on the following: (i) The Corporation having exercised the second option and, concurrently with the delivery of the second option exercise notice, delivering written notice to the Optionor stating its intention to pursue the third option; (ii) The Corporation issuing to, or as directed by, the Optionor, an additional 10,000,000 Common Shares on or before the sixth anniversary of the date of the Second Amended and Restated Option Agreement; (iii) The Corporation incurring not less than $1,500,000 in additional expenditures on or before the sixth anniversary of the date of the Second Amended and Restated Option Agreement; and (iv)The Corporation delivering the Resource Estimate Report to the Optionor on or before the sixth anniversary of the date of the Second Amended and Restated Option Agreement.

In the event the Company elects to earn less than a 100% interest in the Charlotte Property, the parties have agreed to form a joint venture to further explore and develop the Charlotte Property, all upon and subject to the terms and conditions set out in the Second Amended and Restated Option Agreement.

The Charlotte Property is subject to an existing 3% NSR payable to certain non-arm's length parties of the Corporation and Optionor. The NSR also applies to additional claims staked or otherwise acquired within a five-kilometre radius of the Charlotte Property. In the event that the Corporation exercises the third option pursuant to the Second Amended and Restated Option Agreement, the Company shall have the right to purchase one-third of the NSR by paying $1,500,000.

5. PROMISSORY NOTES PAYABLE

On November 3, 2021, the Company borrowed an aggregate of $45,000 (the "2021 Loans") from certain existing shareholders of the Company, in each case evidenced by the issuance of unsecured, non-convertible promissory notes (each, a "Promissory Note") bearing an interest rate of 1% per month and repayment of the principal amount owing, plus any accrued and unpaid interest, at the earlier of: (i) the Offering, or (ii) November 3, 2022. The lenders are not able to demand repayment of the 2021 Loans before the maturity date, although the Company is permitted to prepay the 2021 Loans in whole or in part without notice or penalty.

During the year ended July 31, 2022, certain shareholders advanced an aggregate of $95,000 under the same terms as the 2021 Loans, with a maturity date of March 11, 2023 (the "2022 Loans", and together with the 2021 Loans, the "Loans"). The Company has issued unsecured, non-convertible promissory notes evidencing the 2022 Loans and has issued amended and restated promissory notes to lenders of the 2021 Loans, as each existing lender advanced additional principal to the Company pursuant to the 2022 Loans. The amended promissory notes also extend the terms of the 2021 Loans to March 11, 2023. The Loans are not convertible into Common Shares or other securities of the Company.

As at April 30, 2023, principal plus accrued interest on the Loans totaled $nil (July 31, 2022 - $149,401). All Loans have been repaid as at April 30, 2023.

9

(Unaudited – Prepared by Management)

Taurus Gold Corp.

Condensed Interim Notes to the Financial Statements

For the nine months ended April 30, 2023 and April 30, 2022

6. SHAREHOLDERS’ EQUITY

The authorized share capital of the Company consists of unlimited common and preferred shares without par value. All issued shares are fully paid.

Issuances of common shares during the period ended April 30, 2022:

There were no issuances of common shares during the period ended April 30, 2022.

Issuances of common shares during the period ended April 30, 2023:

• On September 14, 2022, the Company closed its initial public offering (“IPO”), in which it issued 8,315,250 units for total gross proceeds of $1,716,800. The offered units of 7,240,250 non-flow-through units sold at a price of $0.20 per common share unit and 1,075,000 flow-through units sold at a price of $0.25 per flow-through unit. The flowthrough units were issued at a premium to the trading value of the Company’s common shares, which is a reflection of the value of the income tax write-offs that the Company will renounce to the flow-through shareholders. The premium was determined to be $53,750 and has been recorded as a reduction of share capital.

An equivalent flow-through share premium liability has been recorded, which will be reversed pro-rata as the required exploration expenditures are incurred.

Each common share unit comprises one common share in the capital of the Company and one-half of one common share purchase warrant. Each whole warrant entitles the holder to acquire one common share at a price of $0.35 per common share until September 14, 2024. Each flow-through unit comprises one common share, which qualifies as a flow-through share pursuant to the Income Tax Act, and one-half of one warrant. The warrants were issued pursuant to a warrant indenture dated September 14, 2022, between the company and its warrant agent.

A commission fee and corporate finance fee in cash totaling $240,544 and 160,000 common share units (fair value $32,000). In addition, compensation unit purchase warrants of 665,220 (“Agent Warrants”), with each Agent Warrant entitling the holder to acquire one common share unit at the exercise price of $0.20 for a period of 24 months following the closing date. The fair value of the Agent’ Warrants was determined to be $81,400 using the BlackScholes option pricing model with the following inputs: i) exercise price: $0.20; ii) share price: $0.20; iii) term: 2 year; iv) volatility: 120%; v) discount rate: 2.0%.

• As at April 30, 2023 the Company has 10,811,250 escrowed securities. Pursuant to the escrowed provisions, 10% of the escrowed securities were released from escrow upon the common shares listed on the CSE. The remaining 90% of the escrowed securities will be released from escrow in 15% tranches at 6-month intervals thereafter, over a period of 36 months.

10

(Unaudited – Prepared by Management)

Taurus Gold Corp.

Condensed Interim Notes to the Financial Statements

For the nine months ended April 30, 2023 and April 30, 2022

6. SHAREHOLDERS’ EQUITY (continued)

Stock options

The Company has a stock option plan (the “Stock Option Plan”), whereby it can grant incentive stock options to Directors, Officers, employees, and consultants of the Company. The maximum number of shares that may be reserved for issuance under the Stock Option Plan is limited to 10% of the issued common shares of the Company on a non-diluted basis. The number of common shares that may be reserved for the issuance to any one individual upon exercise of all stock options held by any individual may not exceed 5% of the issued common shares. The vesting period for all stock options is at the discretion of the Board of Directors. The exercise price will be set by the Board of Directors at the time of grant and cannot be less than the discounted market price of the Company’s common shares. All stock options granted under the Stock Option Plan will expire not later than the date that is ten years from the date that such stock options are granted.

Options

A summary of the status of the Company’s Options as at April 30, 2023 and July 31, 2022 and changes during the period/year then ended is as follows:

	Period ended	Period ended	Year ended	Year ended
	April 30, 2023		July	31, 2022
	Options	Exercise price	Options	Exercise price
	#	$	#	$
Options outstanding, beginning of period/year	-	-		-	-
Granted	1,925,000	0.24		-	-
Options outstanding, end ofperiod/year	1,925,000	0.24		-	-

As at April 30, 2023, the Company had options outstanding and exercisable as follows:

Options	Exercise
outstanding	price			Remaining life
#	$	Expiry	date	(years)
1,625,000	0.25	September	14, 2027	4.38
300,000	0.17	December	27, 2027	4.66
1,925,000

On September 14, 2022, the Company granted 1,625,000 stock options with an exercise price of $0.25 and a term of five years expiring on September 14, 2027. These options granted had a fair value of $262,900 using the Black-Scholes option pricing model with the following assumptions: (i) exercise price of $0.25, (ii) term of 5 years, (iii) expected volatility of 120%, and (iv) discount rate of 2.0%.

On December 27, 2022, the Company granted 300,000 stock options with an exercise price of $0.17 and a term of five years expiring on December 27, 2027. These options granted had a fair value of $38,500 using the Black-Scholes option pricing model with the following assumptions: (i) exercise price of $0.17, (ii) term of 5 years, (iii) expected volatility of 120%, and (iv) discount rate of 3.25%.

11

(Unaudited – Prepared by Management)

Taurus Gold Corp.

Condensed Interim Notes to the Financial Statements

For the nine months ended April 30, 2023 and April 30, 2022

6. SHAREHOLDERS’ EQUITY (continued)

Warrants

A summary of the status of the Company’s warrants as at April 30, 2023 and July 31, 2021 and changes during the period/year then ended is as follows:

	Period ended	Period ended	Year ended	Year ended
	April 30, 2023		July 31, 2022
	Warrants	Exercise price	Warrants	Exercise price
	#	$	#	$
Warrants outstanding, beginning of period/year	2,500,000	0.10	2,500,000	0.10
Issued - compensatory warrants	665,220	0.20	-		-
Issued-warrants	4,237,625	0.35	-		-
Warrants outstanding, end ofperiod/year	7,402,845	0.25	2,500,000	0.10

As at April 30, 2023, the Company had warrants outstanding and exercisable as follows:

Warrants	Exercise
outstanding	price		Remaining life
#	$	Expiry date	(years)
2,500,000	0.10	March 26, 2024	0.91
3,620,125	0.35	September 14, 2024	1.38
537,500	0.35	September 14, 2024	1.38
665,220	0.20	September 14, 2024	1.38
80,000	0.35	September 14, 2024	1.38
7,402,845

On September 14, 2022, the Company issued 665,220 compensation warrant. The warrants were exercisable into a nonflow-through unit at a price of $0.20 and had an expiration date of September 14, 2024. The warrants were fair valued at $81,400 using the Black-Scholes option pricing model with the following assumptions: stock price of $0.20, expected life of 2 years, expected volatility of 120%, no dividend yield and a risk-free discount rate of 2.0%.

Loss per share

The calculation of basic and diluted loss per share for the period ended April 30, 2023 was based on the net loss of $617,567 (2022 – $58,332) and a weighted average number of common shares outstanding of 35,426,874 (2022 – 28,322,620).

All warrants were excluded from the diluted weighted average number of shares calculation, as their effect would have been anti-dilutive.

12

(Unaudited – Prepared by Management)

Taurus Gold Corp.

Condensed Interim Notes to the Financial Statements

For the nine months ended April 30, 2023 and April 30, 2022

7. RELATED PARTY TRANSACTIONS

Key management personnel include those persons having the authority and responsibility of planning, directing and executing the activities of the Company. The Company has determined that its key management personnel consist of its Executive Officers and Directors. Other related parties to the Company include companies in which key management have control or significant influence. Key management personnel receive no salaries, non-cash benefits (other than incentive stock options), or other remuneration directly from the Company.

Key management compensation

Transactions with key management during the nine months ended April 30, 2023:

• $45,000 in consulting fees was paid or accrued to the Chief Executive Officer and Director of the Company;

• $36,496 in professional fees was paid or accrued to a company in which the Chief Financial Officer of the Company exerts significant influence; and

• $2,740 in consulting fees was paid or accrued to a Director of the Company.

Transactions with key management during the nine months ended April 30, 2022:

• $25,000 in consulting fees was paid or accrued to the Chief Executive Officer and Director of the Company;

• $20,250 in consulting fees was paid or accrued to the former Chief Executive Officer and Director of the Company; and

• $28,100 in professional fees was paid or accrued to the Chief Financial Officer of the Company.

As at April 30, 2023, $3,675 (July 31, 2022 - $32,550) is owing to key management and included in accounts payable and accrued liabilities.

8. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

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

Fair value measurements of financial instruments are required to be classified using a fair value hierarchy that reflects the significance of inputs used in making the measurements. The levels of the fair value hierarchy are defined as follows:

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

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

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

Cash, under the fair value hierarchy is based on Level 1 quoted prices in active markets for identical assets or liabilities.

13

(Unaudited – Prepared by Management)

Taurus Gold Corp.

Condensed Interim Notes to the Financial Statements

For the nine months ended April 30, 2023 and April 30, 2022

8. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (continued)

Financial risk factors

The Company’s risk exposures and the impact on the Company’s financial statements are summarized below.

Credit risk

Financial instruments that potentially subject the Company to a significant concentration of credit risk consist primarily of cash. The Company limits its exposure to credit loss by placing its cash with major financial institutions.

Liquidity risk

The Company’s approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when due. As at April 30, 2023, the Company had a cash balance of $749,468 to settle current liabilities of $34,331. All of the Company’s financial liabilities have contractual maturities of less than one year or due on demand and are subject to normal trade terms. The Company will need to raise money through debt or equity issuances.

Market risk

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

i. Interest rate risk

The Company is exposed to interest rate risk to the extent that the cash maintained at financial institutions is subject to a floating rate of interest. The interest rate risks on cash and on the Company’s promissory notes payable obligations are not considered significant.

ii. Foreign currency risk

The Company is exposed to foreign currency risk on fluctuations related to cash, accounts payable and accrued liabilities that are denominated in a foreign currency. As at April 30, 2023, the Company did not have any accounts in foreign currencies and considers foreign currency risk insignificant.

9. CAPITAL MANAGEMENT

The Company’s objective when managing capital is to safeguard the entity’s ability to continue as a going concern. In the management of capital, the Company monitors its adjusted capital which comprises all components of equity.

The Company sets the amount of capital in proportion to risk. The Company manages the capital structure and makes adjustments to it in the light of changes in economic conditions and the risk characteristics of the underlying assets. In order to maintain or adjust the capital structure, the Company may issue common shares through private placements. The Company is not exposed to any externally imposed capital requirements. The Company’s overall strategy remains unchanged from July 31, 2022.

14

(Unaudited – Prepared by Management)

Taurus Gold Corp.

Condensed Interim Notes to the Financial Statements

For the nine months ended April 30, 2023 and April 30, 2022

10. INCOME TAXES

A reconciliation of income taxes at statutory rates with the reported taxes for the period/year ended April 30, 2023 and July 31, 2022, is as follows:

31, 2022, is as follows:
	April 30,	July 31,
	2023	2022
	$	$
Loss for the year before income taxes	(625,567)	(206,607)
Statutory Canadian corporate tax rate	23.00%	23.00%
Expected income tax expense (recovery)	(143,880)	(47,520)
Change in tax resulting from:
Non-deductible items	69,322	-
Change in tax jurisdiction and other	(442)	(20,480)
Total deferred income tax expense(recovery)	(75,000)	(68,000)

Significant components of the Company’s net deferred tax assets (liabilities) are as follows:

	April 30,	July 31,
	2023	2021
	$	$
Mineral property interests	(200,000)	(234,000)
Non-capital losses carried forward	198,000	157,000
Net deferred income tax liability	(2,000)	(77,000)

As at April 30, 2023, the Company has non-capital loss carry forwards of approximately $859,000 (July 31, 2022 – $535,000) which expire as follows: $24,000 in 2039, $70,000 in 2040, $234,000 in 2041, and $531,000 in 2042.

As at April 30, 2023, the Company has unclaimed resource and other deductions in the amount of approximately $820,000 (July 31, 2022 - $708,000) which may be deducted against future taxable income.

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

15

Taurus Gold Corp.

Condensed Interim Notes to the Financial Statements

(Unaudited – Prepared by Management)

For the nine months ended April 30, 2023 and April 30, 2022

11. SUPPLEMENTAL CASH FLOW INFORMATION

The Company incurred non-cash financing and investing activities during the nine months ended April 30, 2023 and April 30, 2022 as follows:

30, 2022 as follows:
	April	30,	April 30,
	2023		2022
	$		$
Non-cash financing activities:
Recognition of flow-through premium liability		53,750	-
Compensation warrants	113,400		-
	167,150		-
Non-cash investing activities:
Mineral property costs included in accounts payable and accrued liabilities		4,381	(3,335)
		4,381	(3,335)

During the period ended April 30, 2023, and April 30, 2022 no amounts were paid on behalf of interest or income tax.

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