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Thunderstruck Resources Ltd. Audit Report / Information 2021

May 1, 2021

46978_rns_2021-04-30_b9a3f277-04bf-459b-b8e8-969c76429bbe.pdf

Audit Report / Information

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THUNDERSTRUCK RESOURCES LTD.

Consolidated Financial Statements

For the years ended December 31, 2020 and 2019

(Expressed in Canadian Dollars)

INDEPENDENT AUDITOR’S REPORT

To the Shareholders of Thunderstruck Resources Ltd.

Report on the Audit of the Consolidated Financial Statements

Opinion

We have audited the consolidated financial statements of Thunderstruck Resources Ltd., which comprise the consolidated statements of financial position as at December 31, 2020 and December 31, 2019 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 financial position of Thunderstruck Resources Ltd. as at December 31, 2020 and December 31, 2019 and its financial performance and its cash flows for the years then ended in accordance with International Financial Reporting Standards (IFRS).

Basis for Opinion

We conducted our audit 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 Thunderstruck Resources Ltd. in accordance with the ethical requirements that are relevant to our audit of the financial statements in Canada, and we have fulfilled our 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.

Material Uncertainty Related to Going Concern

We draw attention to Note 1 in the consolidated financial statements, which indicates that the Company has no source of revenue, has limited working capital as at December 31, 2020 and is dependent upon the future receipt of equity financing to maintain its operations. As stated in Note 1, these events or conditions, along with other matters as set forth in Note 1, indicate that a material uncertainty exists that may cast significant doubt on the Company’s ability to continue as a going concern. Our opinion is not modified in respect of this matter .

Other Information

Management is responsible for the other information. The other information comprises the information included in "Management's Discussion and Analysis" but does not include the consolidated financial statements and our auditor's report thereon.

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 audit 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 audit or otherwise appears to be materially misstated. If, based on the work we have performed, 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 IFRS, 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 Thunderstruck Resources Ltd.’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 Thunderstruck Resources Ltd. or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing Thunderstruck Resources Ltd.’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 Thunderstruck Resources Ltd.’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 Thunderstruck Resources Ltd.’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 Thunderstruck Resources Ltd. 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.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit 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 G. Cameron Dong.

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Chartered Professional Accountants

Vancouver, BC April 30, 2021

THUNDERSTRUCK RESOURCES LTD. CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (Expressed in Canadian Dollars) AS AT DECEMBER 31

Expressed in Canadian Dollars)
S AT DECEMBER 31
2020 2019
$ $
ASSETS
Current assets
Cash 587,797 25,543
Amounts receivable (note 3) 179,421 110,208
Prepaid expenses 106,810 23,491
874,028 159,242
Equipment (note 4) 277,235 73,284
Exploration advances and deposits 197,782 47,739
Exploration and evaluation asset(note 3) 1,854,294 1,570,810
Total Assets 3,203,339 1,851,075
LIABILITIES
Current Liabilities
Accounts payable and accrued liabilities (note 7) 411,266 528,966
Lease liabilities(note 5) 124,129 26,220
535,395 555,186
Lease liabilities(note 5) 140,152 16,410
675,547 571,596
EQUITY
Share capital (note 6(b)) 5,447,221 3,701,649
Obligation to issue shares - 15,654
Reserves (note 6(e)) 918,205 594,572
Deficit (3,837,634) (3,032,396)
Total Equity 2,527,792 1,279,479
Total Equity and Liabilities 3,203,339 1,851,075

See accompanying notes to the consolidated financial statements

Nature and continuance of operations (note 1) Subsequent events (note 11)

Approved by the Board of Directors and authorized for issue on April 30, 2021.

On behalf of the Board:

“Br ce Bradle ” y y

(Director)

“Brien Lundin”

(Director)

THUNDERSTRUCK RESOURCES LTD. CONSOLIDATED STATEMENTS OF LOSS AND COMPREHENSIVE LOSS (Expressed in Canadian Dollars) FOR THE YEARS ENDED DECEMBER 31

2020 2019
EXPENSES
Advertising and promotion
Automobile
Consulting fees
Depreciation
Directors’ fees (note 7)
Management fees (note 7)
Office and miscellaneous
Professional fees
Rent (note 7)
Share-based compensation (note 6(e))
Shareholder communication
Telephone
Travel and accommodation
Trust and filing fees
$ 26,076)
-)
136,384
1,428
12,000
200,000)
22,631)
33,143)
11,813
327,293
31,758
5,879)
17,938)
18,816)
$ 83,033)
959)
54,032
450
12,000
120,000)
17,904)
31,408)
6,075
82,412
11,354
5,760)
38,064)
29,575)
Loss from operations
Operator fees recoveries (note 3)
Loss on sale of vehicle
Foreign exchange
Finance expense(note 5)
(845,159)
68,440
(4,442)
(17,474)
(6,603)
(493,026)
94,250
-
(8,819)
(3,147)
Net loss and comprehensive loss for theyear (805,238) (410,742)
Basic and diluted lossper common share $
(0.01)
$ (0.01)
Weighted average common shares outstanding 72,657,633 57,360,547c

See accompanying notes to the consolidated financial statements

THUNDERSTRUCK RESOURCES LTD. CONSOLIDATED STATEMENTS OF CASH FLOW (Expressed in Canadian dollars) FOR THE YEARS ENDED DECEMBER 31

FOR THE YEARS ENDED DECEMBER 31
2020 2019
Cash provided by (used for): $ $
Operating activities
Loss for the year (805,238) (410,742)
Items not involving the use of cash:
Operator fees recoveries (68,440) (94,250)
Share-based compensation 327,293 82,412
Depreciation 1,428 450
Loss on sale of vehicle 4,442 -
Accrued interest expense 6,603 3,147
Unrealized foreign exchange (272) (2,397)
Changes in non-cash operating capital:
Amounts receivable (16,714) (51,631)
Prepaid expenses (83,319) 11,719
Accountspayable and accrued liabilities (93,153) 59,560
Cash used in operating activities (727,370) (401,732)
Investing activities
Equipment purchased (3,500) (16,436)
Proceeds from sale of vehicle 5,116 -
Exploration advances and deposits (150,043) (14,579)
Exploration advances received 1,001,066 1,161,550
Exploration and evaluation expenditures (1,224,637) (940,186)
Cashprovided(used) in investing activities (371,998) 190,349
Financing activities
Private placement – net of share issue costs 1,168,783 190,935
Subscriptions receivable - 10,000
Obligation to issue shares - 15,654
Options exercised 3,500 5,500
Warrants exercised 553,975 -
Leasepayments (64,636) (22,113)
Cashprovided by financing activities 1,661,622 199,976
Change in cash during the year 562,254 (11,407)
Cash, beginningofyear 25,543 36,950
Cash, end of theyear 587,797 25,543

Supplementary disclosure:

At December 31, 2020, the Company had $332,998 (2019 - $357,545) in exploration expenditures in accounts payable and incurred depreciation expense of $68,519 (2019 - $28,990) through exploration expenditures.

See accompanying notes to the consolidated financial statements

THUNDERSTRUCK RESOURCES LTD. CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (Expressed in Canadian Dollars)

Number
of shares
Share
capital
Obligation
to issue
shares
Subscription
receivable
Reserves
Deficit
Total
December 31, 2018
Private placement
Obligation to issue shares
Share issue costs
Share-based compensation
Subscriptions received
Options exercised
Net loss for the year
$
$
$
$
$
$
54,611,167
3,499,806
-
3,183,585
205,931
-
-
-
15,654
-
(14,996)
-
-
-
-
-
-
-
100,000
10,908
-
-
-
-
(10,000)
517,568
(2,621,654)
1,385,720
-
-
-
205,931
-
-
-
15,654
-
-
-
(14,996)
-
82,412
-
82,412
10,000
-
-
10,000
-
(5,408)
-
5,500
-
-
(410,742)
(410,742)
December 31, 2019 57,894,752
3,701,649
15,654
-
594,572
(3,032,396)
1,279,479
Private placement
Share issue cost
Share-based compensation
Options exercised
Warrants exercised
Net loss for theyear
20,823,207
1,216,235
(15,654)
-
(31,798)
-
-
-
-
50,000
6,934
-
5,425,500
554,201
-
-
-
-
-
-
-
1,200,581
-
-
-
(31,798)
-
327,293
-
327,293
-
(3,434)
-
3,500
-
(226)
-
553,975
-
-
(805,238)
(805,238)
December 31, 2020 84,193,459
5,447,221
-
-
918,205
(3,837,634)
2,527,792

See accompanying notes to the consolidated financial statements

THUNDERSTRUCK RESOURCES LTD. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in Canadian dollars) FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

1. NATURE AND CONTINUANCE OF OPERATIONS

Thunderstruck Resources Ltd. (the "Company") was incorporated under the British Columbia Business Corporations Act on October 27, 2011 and its principal activity is the acquisition and exploration of mineral properties.

The Company’s registered office address is Suite 2080 - 777 Hornby Street, Vancouver, BC V6Z 1S4 and its principal place of business is Suite 488 – 1090 West Georgia Street, Vancouver, BC V6E 3V7.

The Company’s principal mineral property interest is a project located on the main island of Fiji. The Company is in the process of exploring this project and has yet to determine if the project contains economically recoverable mineral reserves. The Company’s continuing operations and the underlying value of the project is entirely dependent upon the existence of economically recoverable mineral reserves, the ability of the Company to obtain the necessary financing to complete the exploration and development of the project, obtaining the necessary permits to mine, future profitable production from any mine and any proceeds from the disposition of the project.

These consolidated financial statements have been prepared assuming the Company will continue on a going-concern basis. The Company has working capital of $338,633 as at December 31, 2020, no source of operating revenue, and is dependent upon the future receipt of equity financing to maintain its operations and to advance its current project. The ability of the Company to continue as a going concern depends upon its ability to develop profitable operations and to continue to raise additional financing to maintain its working capital. At the present time, there are material uncertainties which cast significant doubt on the ability of the Company to continue as a going concern.

In March 2020 the World Health Organization declared coronavirus COVID-19 a global pandemic. This contagious disease outbreak, which has continued to spread, and any related adverse public health developments, has adversely affected workforces, economies, and financial markets globally, potentially leading to an economic downturn. It is not possible for the Company to predict the duration or magnitude of the adverse results of the outbreak and its effects on the Company’s business or ability to raise funds.

There can be no assurance that the Company will be able to continue to raise funds, in which case the Company may be unable to meet its obligations. Should the Company be unable to realize on its assets and discharge its liabilities in the normal course of business, the net realizable value of its assets may be materially less than the amounts recorded on the consolidated statements of financial position.

2. SIGNIFICANT ACCOUNTING POLICIES

a) Statement of compliance

These consolidated financial statements have been prepared 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”).

b) Basis of measurement

These consolidated financial statements have been prepared on a historical cost basis except for financial instruments classified at fair value through profit or loss, which are stated at their fair value. In addition, these consolidated financial statements have been prepared using the accrual basis of accounting, except for the cash flow information.

THUNDERSTRUCK RESOURCES LTD. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in Canadian dollars) FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

2. SIGNIFICANT ACCOUNTING POLICIES (continued)

b) Basis of measurement (continued)

These consolidated financial statements include the accounts of the Company and its 100% controlled entity, Thunderstruck Limited (a Fijian corporation) (“Thunderstruck Fiji”) and Thunderstruck Fiji’s 100% controlled entity, Aljen (Pacific) Limited (a Fijian corporation).

Inter-company balances and transactions, including unrealized income and expenses arising from inter-company transactions, are eliminated on consolidation.

These consolidated financial statements are presented in Canadian dollars, which is also all the entities’ functional currency.

c) Cash

Cash comprises cash holdings in a business account held at a major financial institution which are available on demand by the Company. As at December 31, 2020 and 2019, the Company does not hold any cash equivalents.

d) Financing costs

Costs incurred to obtain equity financing are deducted from the value assigned to shares issued. When costs are incurred prior to the closing of a financing arrangement, these amounts are presented as a deferred asset until the financing has closed. When an expected financing arrangement does not occur, any deferred costs are recorded as an expense.

e) Use of judgements and estimates

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

Critical judgements in applying accounting policies:

The following are critical judgments that management has made in the process of applying accounting policies and that have the most significant effect on the amounts recognized in the financial statements:

  • The determination that there are no pervasive indicators which would require an impairment provision in connection with the carrying value of the company’s exploration and evaluation assets.

  • The determination that the Company will continue as a going concern for the next year.

THUNDERSTRUCK RESOURCES LTD. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in Canadian dollars) FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

2. SIGNIFICANT ACCOUNTING POLICIES (continued)

e) Use of judgements and estimates (continued)

Key sources of estimation uncertainty:

Significant assumptions about the future and other sources of estimation uncertainty that management has made at the financial position reporting date, that could result in a material adjustment to the carrying amounts of assets and liabilities, in the event that actual results differ from assumptions made, relate to, but are not limited to, the following:

Share-based payments

The Company measures the cost of equity-settled transactions with employees by reference to the fair value of the equity instruments at the date at which they are granted. Equity-settled transactions with non-employees are recorded at the fair value of the service provided, where this is readily determinable. In other instances, they are recorded at the fair value of the equity instruments issued. Estimating fair value for share-based payment transactions requires determining the most appropriate valuation model, which is dependent on the terms and conditions of the grant. This estimate also requires determining the most appropriate inputs to the valuation model including the expected life of the share-based award, volatility and dividend yield and making assumptions about them.

Deferred tax assets

The Company estimates the expected manner and timing of the realization or settlement of the carrying value of its assets and liabilities and applies the tax rates that are enacted or substantively enacted on the estimated dates of realization or settlement.

f) Exploration and evaluation assets

Once a permit to explore an area has been secured, expenditures on exploration and evaluation assets are capitalized to exploration and classified as a non-current asset.

Exploration expenditures relate to the initial search for mineral deposits with economic potential and to detailed assessments of deposits or other projects that have been identified as having economic potential.

Exploration expenditure costs incurred are included in exploration and evaluation assets and these include any cash consideration and advance earn-in payments and the fair market value of shares issued, if any, related to the mineral property interests. Properties acquired under option agreements, whereby payments are made at the sole discretion of the Company, are recorded in the accounts when the payments are made.

All capitalized exploration and evaluation expenditures are monitored for indicators of impairment. Where a potential impairment is indicated, assessments are performed for each area of interest. To the extent that an expenditure is not expected to be recovered, it is charged to income.

Once an economically viable reserve has been determined for an area and the decision to proceed with development has been approved, exploration and evaluation assets attributable to that area are first tested for impairment and then reclassified to construction in progress within property, plant and equipment.

Subsequent recovery of the resulting carrying value depends on successful development or sale of the undeveloped project. If a project does not prove viable, all irrecoverable costs associated with the project net of any impairment provisions are written off.

THUNDERSTRUCK RESOURCES LTD. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in Canadian dollars) FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

2. SIGNIFICANT ACCOUNTING POLICIES (continued)

g) Impairment

At each reporting period, management reviews all assets for indicators of impairment. If any such indication exists, the recoverable amount of the asset is estimated to determine the extent of the impairment, if any. The recoverable amount is the higher of fair value less costs to sell and value in use. Fair value is determined as the amount that would be obtained from the sale of the asset in an arm’s length transaction. In assessing value in use, the estimated future cash flows are discounted to their present value. If the recoverable amount of the asset is less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount and the impairment loss is recognized in the profit or loss for that period. For an asset that does not generate largely independent cash inflows, the recoverable amount is determined for the cash generating unit to which that asset belongs.

Past impairments are also considered at each reporting period and where there is an indication that an impairment loss may have decreased, the recoverable amount is calculated as outlined above to determine the extent of the recovery. If the recoverable amount of the asset is more than its carrying amount, the carrying amount of the asset is increased to its recoverable amount and the impairment loss is reversed in the profit or loss for that period. The increased carrying amount due to reversal will not be more than what the depreciated historical cost would have been if the impairment had not been recognized.

h) Income taxes

Tax provisions are recognized when it is considered probable that there will be a future outflow of funds to a taxation authority. In such cases, a provision is made for the amount that is expected to be settled, where this can be reasonably estimated. This requires the application of judgment as to the ultimate outcome, which can change over time depending on facts and circumstances. A change in estimate of the likelihood of a future outflow and/or in the expected amount to be settled would be recognized in income in the period in which the change occurs.

Deferred tax assets or liabilities, arising from temporary differences between the tax and accounting values of assets and liabilities, are recorded based on tax rates expected to be enacted when these differences are reversed. Deferred tax assets are recognized only to the extent it is considered probable that those assets will be recovered. This involves an assessment of when those deferred tax assets are likely to be realized, and a judgment as to whether or not there will be sufficient taxable profits available to offset the tax assets when they do reverse. This requires assumptions regarding future profitability and is therefore inherently uncertain. To the extent assumptions regarding future profitability change, there can be an increase or decrease in the amounts recognized in respect of deferred tax assets as well as in the amounts recognized in income in the period in which the change occurs.

Tax provisions are based on enacted or substantively enacted laws. Changes in those laws could affect amounts recognized in income both in the period of change, which would include any impact on cumulative provisions, and in future periods.

i) Share capital

The Company records in share capital proceeds from share issuances, net of issuance costs and any tax effects. The fair value of common shares issued as consideration for mineral properties is based on the trading price of those shares on the TSX Venture Exchange on the date of the share issuance. Stock options and other equity instruments issued as purchase consideration in non-monetary transactions are recorded at fair value determined by management using the Black-Scholes option pricing model. Proceeds from unit placements are allocated between shares and warrants issued according to the residual value method. Under this method, the Company first allocates the proceeds to the share, up to the assessed fair value. The remainder is allocated to the attached warrant.

THUNDERSTRUCK RESOURCES LTD. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in Canadian dollars) FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

2. SIGNIFICANT ACCOUNTING POLICIES (continued)

j) Share-based payments

The Company’s Stock Option Plan allows employees and consultants to acquire shares of the Company. Share-based payments to employees are measured at the fair value of the instruments issued and amortized over the vesting periods. Share-based payments to non-employees are measured at the fair value of the goods or services received or the fair value of the equity instruments issued, if it is determined the fair value of the goods or services cannot be reliably measured, and are recorded at the date the goods or services are received. The fair value of the share-based payment is measured using the Black-Scholes option pricing model. The fair value of the share-based payment is recognized as an expense with a corresponding increase in reserves. Consideration received on the exercise of stock options are recorded as share capital and the related reserve amount is transferred to share capital.

k) Loss per share

Basic loss per share is calculated by dividing the loss available to common shareholders by the weighted average number of common shares outstanding in the period. Diluted loss per share is calculated by using the treasury stock method. Under the treasury stock method, the weighted average number of common shares outstanding for the calculation of diluted loss per share assumes that the proceeds to be received on the exercise of dilutive share options and warrants are used to repurchase common shares at the average market price during the period. Where the effects of including all outstanding options and warrants would be anti-dilutive, no dilution is calculated and the diluted loss per share is presented as the same as basic loss per share.

l) Financial instruments

Financial instruments are recognized on the date on which the Company becomes a party to the contractual provisions of the financial instrument. Financial assets are derecognized when the rights to receive cash flow from assets have expired or have been transferred and the Company has transferred all the risks and rewards of ownership. Financial liabilities are derecognized when the obligation specified in the contract is discharged, cancelled, or expires. All financial instruments are initially recognized at fair value and measurement in subsequent periods is dependent upon the classification of the financial instrument.

(i) Financial assets

The Company classifies its financial assets in the following categories: fair value through profit or loss, or amortized cost. The classification depends on the purpose for which the financial assets were acquired. Management determines the classification of financial assets at initial recognition.

Financial assets at fair value through profit or loss

Financial assets at fair value through profit or loss are initially recognized at fair value with changes in fair value recorded in profit or loss.

Amortized cost

Financial assets are classified at amortized cost if both of the following criteria are met and the financial assets are not classified or designated as at fair value through profit and loss: 1) the Company’s objective for these financial assets is to collect their contractual cash flows and 2) the asset’s contractual cash flows represent ‘solely payments of principal and interest’. The Company’s cash and receivables are recorded at amortized cost as they meet the required criteria.

THUNDERSTRUCK RESOURCES LTD. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in Canadian dollars) FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

2. SIGNIFICANT ACCOUNTING POLICIES (continued)

l) Financial instruments

(ii) Financial liabilities

Financial liabilities are non-derivatives and are recognized initially at fair value, net of transaction costs, and are subsequently stated at amortized cost. Any difference between the amounts originally received, net of transaction costs, and the redemption value is recognized in profit or loss over the period to maturity using the effective interest method.

Financial liabilities are classified as current or non-current based on their maturity date. Financial liabilities include accounts payable and accrued liabilities.

(iii) Fair value hierarchy

Fair value measurements of financial instruments are required to be classified using a fair value hierarchy that reflects the significance of inputs 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 within Level 1 that are observable for the asset or liability, either directly or indirectly.

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

m) Equipment

Depreciation is recognized using the straight-line method at the following rates:

  • Vehicle – 25% per annum.

  • Computer – 30% per annum.

n) Leases

At inception of a contract, we assess whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. We assess whether the contract involves the use of an identified asset, whether we have the right to obtain substantially all of the economic benefits from use of the asset during the term of the arrangement and if we have the right to direct the use of the asset.

As a lessee, we recognize a right-of-use asset, and a lease liability at the commencement date of a lease. The right-of-use asset is initially measured at cost, which is comprised of the initial amount of the lease liability adjusted for any payments made at or before the commencement date, plus any decommissioning and restoration costs, less any lease incentives received.

The right-of-use asset is subsequently depreciated from the commencement date to the earlier of the end of the lease term, or the end of the useful life of the asset. In addition, the right-of-use asset may be reduced due to impairment losses, if any, and adjusted for certain measurements of the lease liability.

THUNDERSTRUCK RESOURCES LTD. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in Canadian dollars) FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

2. SIGNIFICANT ACCOUNTING POLICIES (continued)

n) Leases (continued)

A lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted by the interest rate implicit in the lease, or if that rate cannot be readily determined, the incremental borrowing rate. Lease payments included in the measurement of the lease liability are comprised of:

  • fixed payments, including in-substance fixed payments, less any lease incentives receivable;

  • variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date;

  • amounts expected to be payable under a residual value guarantee;

  • exercise prices of purchase options if we are reasonably certain to exercise that option; and

  • payments of penalties for terminating the lease, if the lease term reflects the lessee exercising an option to terminate the lease.

The lease liability is measured at amortized cost using the effective interest method. It is remeasured when there is a change in future lease payments arising from a change in an index or rate, or if there is a change in our estimate or assessment of the expected amount payable under a residual value guarantee, purchase, extension or termination option. Variable lease payments not included in the initial measurement of the lease liability are charged directly to profit.

3. EXPLORATION AND EVALUATION ASSETS

Fijian
Project,Fiji
$
Balance, December 31, 2018 1,387,800
Assay 9,695
Camp costs 142,239
Community relations 2,170
Depreciation (note 4) 28,990
Development 411,374
Field office 125,910
Geological 436,293
Management 69,927
Recoveries (1,091,817)
Supplies 48,229
Balance, December 31, 2019 1,570,810
Assay 5,899
Camp costs 221,800
Community relations 44,714
Depreciation (note 4) 68,520
Drilling and site works 335,829
Field office 166,558
Geological 315,097
Management 59,881
Recoveries (985,125)
Supplies 50,311
Balance, December 31, 2020 **1,854,294 **

THUNDERSTRUCK RESOURCES LTD. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in Canadian dollars) FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

3. EXPLORATION AND EVALUATION ASSETS (continued)

Fijian Project, Island of Viti Levu, Fiji

On August 4, 2016, the Company entered into a Share Sale Agreement (the “Agreement”) to acquire all of the issued and outstanding shares of Aljen (Pacific) Limited (“Aljen”), a private Fijian company holding legal title to a portfolio of base metal and gold properties located on the island of Viti Levu, Fiji (the “Properties”).

Pursuant to the Agreement, the Company paid cash of AUD$158,000 plus VAT and issued 450,000 common shares of the Company. The Company is required to issue a further 1,000,000 common shares of the Company in the event the Company or its successors either a) identify indicated mineral resources (or better and as prepared in compliance with NI 43-101) containing a minimum of 250,000 ounces of gold or 3,000,000 tonnes of copper, zinc or silver on the Properties; or b) completes a prefeasibility study on the Properties.

The Company is satisfied that evidence of title to the property is adequate and acceptable to prevailing Fijian standards with respect to the current stage of exploration on this property. Although the Company is unaware of any defects in title to its property, no guarantee can be made that none exist.

Joint Venture with Japan Oil, Gas and Metals National Corporation

On February 28, 2019, the Company signed a Letter Agreement (the "Agreement") with Japan Oil, Gas and Metals National Corporation ("JOGMEC"), whereby JOGMEC has the option to earn a 70% ownership interest in a wholly owned subsidiary to be established by the Company under the laws of Fiji ("FijiSub"). Upon completion of the option, JOGMEC will have an indirect interest in the Korokayiu Property (the "Mineral Licence") in Fiji, currently held 100% by Thunderstruck Fiji. Thunderstruck Fiji will transfer the Mineral License to FijiSub as soon as is practicably possible.

The Agreement grants JOGMEC the option to earn a 70% ownership interest by funding CDN$3,500,000 of exploration through March 31, 2022, subject to acceleration at JOGMEC's discretion.

In order to earn a 70% interest, JOGMEC must complete the exploration requirement as follows:

  • 1) Term 1 Program: CDN$900,000 during the period commencing on February 28, 2019 (the “Effective Date”) and ending March 31, 2020. During fiscal 2019, the Term 1 Program was amended to increase funding. During the Term 1 Program, the Company received $1,449,589. The Term 1 Program funding has completed.

  • 2) Term 2 Program: CDN$1,100,000, amended to CDN$1,650,000, for the period commencing April 1, 2020, and ending March 31, 2021. In the year ended December 31, 2020, the Company received $713,027 under the Term 2 Program. Subsequent to December 31, 2020, the Company received an additional $370,000 toward the Term 2 Program, of which $77,015 was included in accounts receivable as at December 31, 2020.

  • 3) Term 3 Program: CDN$1,500,000 during the period commencing April 1, 2021, and ending March 31, 2022.

During the year ended December 31, 2020, the Company recognized a recovery of $985,125 (2019 - $1,091,817) against exploration and evaluation assets and operator income of $68,440 (2019 - $94,250) related to the JOGMEC funding.

Investment in the Mineral Licence will be on a pro-rata basis after JOGMEC has fulfilled its funding obligation.

During the JOGMEC option period, the Company will be the operator for all operations and will be responsible for the preparation, conduct and oversight of prospecting operations, and the hiring of any third-party consultants.

THUNDERSTRUCK RESOURCES LTD. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in Canadian dollars) FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

4. EQUIPMENT

Computers Vehicles
Right-of-use
assets
(Vehicles)
Total
Cost
Balance, December 31, 2018
$ -
Additions
3,000
$ 26,968
$ -
$ 26,968
13,436
63,993
80,429
Balance, December 31, 2019
3,000
Additions
3,500
Disposal
-
40,404
63,993
107,397
-
279,956
283,456
(13,436)
-
(13,436)
Balance,December 31,2020
$ 6,500
$ 26,968
$ 343,949
$ 377,417
Accumulated Depreciation
Balance, December 31, 2018
$ -
Depreciation
450
$ 4,673
$ -
$ 4,673
8,421
20,569
29,440
Balance, December 31, 2019
450
Depreciation
1,428
Disposal
-
13,094
20,569
34,113
8,959
59,560
69,947
(3,878)
-
(3,878)
Balance,December 31,2020
$ 1,878
$ 18,175
$ 80,129
$ 100,182
Net Book Value
Balance, December 31, 2019
$ 2,550
Balance,December 31,2020
$ 4,622
$ 27,310
$ 43,424
$ 73,284
$ 8,793
$ 263,820
$ 277,235

5. LEASE LIABILITIES

The following is a continuity schedule of lease liability for the years presented:

December 31, December 31,
2020 2019
Balance, beginning of the year $ 42,630 $ -
Lease additions in the year 279,956 63,993
Accrued finance expense 6,603 3,147
Foreign exchange (272) (2,397)
Leasepayments (64,636) (22,113)
Balance,end of theyear $ 264,281$ 42,630
Current (less than one year) $ 124,129 $ 26,220
Long-term 140,152 16,410
Balance,end of theyear $ 264,281$ 42,630

The Company entered into a vehicle lease in Fiji in the year ended December 31, 2019 and has applied an incremental borrowing rate of 8.95%. The Company entered into four additional vehicle leases in the year ended December 31, 2020 and has applied an incremental borrowing rate of 7.00%.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in Canadian dollars) FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

THUNDERSTRUCK RESOURCES LTD.

5. LEASE LIABILITIES (Continued)

The Company’s undiscounted lease commitments are as follows:

$
2021 128,745
2022 106,381
2023 30,907
2024 23,569
Balance,end of undiscounted lease commitments 289,602

6. SHARE CAPITAL

a) Authorized share capital

At December 31, 2020 and 2019 the authorized share capital consisted of an unlimited number of common shares without par value and an unlimited number of preferred shares with no par value.

b) Issued share capital

For the Year Ended December 31, 2020

On January 7, 2020, the Company completed a private placement totalling 3,315,707 units at a $0.05 per unit, for gross proceeds of $165,785, of which $15,564 had been received as at December 31, 2019, with each unit consisting of one common share and one-half of one share purchase warrant. Each warrant entitles the holder to purchase a further common share at a price of $0.10 per share until January 5, 2023.

On June 24, 2020, the Company completed a private placement totalling 17,507,500 units at a $0.06 per unit, for gross proceeds of $1,050,450. Each unit consists of one common share and one share purchase warrant. Each warrant entitles the holder to purchase a further common share at a price of $0.10 per share until June 24, 2025. The Company paid a total of $11,520 in finders’ fees and incurred other share issuance costs of $7,500.

For the Year Ended December 31, 2019

On January 28, 2019, the Company completed a private placement totalling 1,692,000 units at $0.06 per unit for total gross proceeds of $101,520, with each unit consisting of one common share and one-half of one share purchase warrant. Each whole warrant is exercisable to acquire one common share for $0.15 per share for a period of 3 years.

On March 15, 2019, 100,000 stock options were exercised at $0.055 per share, for gross proceeds of $5,500. As a result of this transaction, a further $5,408 was reclassified from Reserves to Share capital

On April 4, 2019, the Company completed a private placement totalling 1,491,585 units at $0.07 per unit for total gross proceeds of $104,411, with each unit consisting of one common share and one-half of one share purchase warrant. Each whole warrant is exercisable to acquire one common share for $0.15 per share for a period of 3 years.

THUNDERSTRUCK RESOURCES LTD. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in Canadian dollars) FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

6. SHARE CAPITAL (continued)

c) Share purchase options

The Company has established a stock option plan for its directors, officers and technical consultants under which the Company may grant options from time to time to acquire a maximum number of common shares of up to 10% of the issued and outstanding Common Shares. The exercise price of each option granted under the plan shall be determined by the Board of Directors. Options may be granted for a maximum term of ten years from the date of the grant, are non-transferable and expire within 90 days of termination of employment or holding office as director or officer of the Company. Unless otherwise stated, the options fully vest when granted.

The following is a summary of the changes in the Company’s outstanding stock options:

December 31,2020 December 31,2019
Weighted Weighted
Number of Average Number of Average
Options ExercisePrice Options ExercisePrice
$ $
Balance, beginning of the year 4,655,000) 0.08) 5,200,000) 0.08)
Granted 3,950,000) 0.09) 1,200,000) 0.07)
Exercised (50,000) 0.07 (100,000) 0.06
Expired/Forfeited (150,000) 0.10) (1,645,000) 0.07)
Balance,end of theyear (1) 8,405,000) 0.08) 4,655,000) 0.08)

– (1) At December 31, 2020, the weighted-average remaining contractual life of stock options outstanding is 6.98 years (2019 7.67 years).

Summary of stock options outstanding and exercisable at December 31, 2020:

Number Outstanding Exercise
and Exercisable Price ExpiryDate
$
300,000 0.08 June 25, 2023
1,400,000 0.05 June 25, 2025
180,000 0.05 September 22, 2025 (1)
50,000 0.07 December 3, 2025
1,150,000 0.085 August 26, 2026
300,000 0.10 April 13, 2027
375,000 0.09 September 6, 2027
1,100,000 0.09 March 13, 2028
200,000 0.055 October 9, 2028
1,150,000 0.07 April 5, 2029
1,100,000 0.075 January 30, 2030(2)
1,100,000 0.115 September 23,2030
8,405,000

(1) 50,000 cancelled subsequent to the year ended December 31, 2020.

(2) 250,000 exercised subsequent to the year ended December 31, 2020.

THUNDERSTRUCK RESOURCES LTD. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in Canadian dollars) FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

6. SHARE CAPITAL (continued)

d) Share purchase warrants

The following is a summary of the changes in the Company’s outstanding warrants:

December 31,2020 December 31,2019
Weighted Weighted
Number of Average Number of Average
warrants Exercise Price warrants Exercise Price
$ $
Balance, beginning of the year 28,705,127 0.14 32,539,085 0.13
Exercised (5,325,500) 0.10 - 0.11
Expired (776,500) 0.12 (5,425,750) 0.11
Granted 19,165,354 0.10 1,591,792 0.15
Balance,end of theyear 41,768,481 0.13 28,705,127 0.14

Summary of warrants outstanding at December 31, 2020:

Number Exercise
Outstanding Price ExpiryDate
$
2,000,000 0.10 February 28, 2021(1) (2)
5,250,000 0.15 March 13, 2021(3) (4)
2,262,000 0.15 May 25, 2021(4)
1,250,000 0.15 October 9, 2021(4)
951,835 0.15 November 9, 2021(4)
846,000 0.15 January 28, 2022(4)
745,792 0.15 April 5, 2022(4)
9,297,500 0.15 September 6, 2022(4)
1,657,854 0.10 January 5, 2023(4)
17,507,500 0.10 June 24,2025
41,768,481

(1) 600,000 exercised subsequent to the year ended December 31, 2020.

(2) 1,400,000 expired subsequent to the year ended December 31, 2020.

(3) Extended the expiry date subsequent to the year ended December 31, 2020. The new expiry date will provide a two year extension to expire on March 13, 2023. The warrants continue to be exercised at their original exercise price. The amendment to the terms of the warrants is subject to the approval of the TSX-V.

(4) The warrants are subject to an accelerated exercise provision such that if the closing price of the Company’s common shares exceeds $0.25 per share for a period of 20 consecutive trading days, the Company may give notice of the acceleration of the warrants’ terms to a period of 30 days following such notice.

THUNDERSTRUCK RESOURCES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in Canadian dollars) FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

6. SHARE CAPITAL (continued)

e) Share-based payment reserve

During the year ended December 31, 2020, the Company granted the following options:

  • 1,100,000 options with a fair value of $80,507, or $0.0732 per option.

  • 1,400,000 options with a fair value of $100,115, or $0.0715 per option.

  • 300,000 options with a fair value of $18,029, or $0.0601 per option.

  • 1,100,000 options with a fair value of $125,509, or $0.1141 per option.

  • 50,000 options with a fair value of $3,133, or $0.0627 per option.

During the year ended December 31, 2019, the Company granted the following options:

  • 1,200,000 options with a fair value of $82,412, or $0.0687 per option.

The following weighted average assumptions were used for the Black Scholes valuation of stock options granted:

December31,2020 December31,2019
Risk-free interest rate 0.53% 1.70%
Expected life 6.72 years 10 years
Expected volatility 151.90% 146.45%
Dividend rate 0.00% 0.00%

7. RELATED PARTY TRANSACTIONS

Key management personnel compensation:

2020 2019
$ $
Automobile(1) - 959
Consulting fees 14,547(2) 30,000(3)
Directors’ fees 12,000 12,000
Management fees(4) 200,000 120,000
Rent(1) 11,813 6,075
Share-based compensation 218,281 75,545
Shareholder communications 25,254 7,880
Total keymanagement compensation 481,895 252,459

(1) Expenses paid on behalf of the CEO or to a company owned by the CEO per the CEO’s consulting agreement.

(2) Consulting fee include fees for the CFO.

(3) Consulting fee include fees for a company where the former CFO is an associate.

(4) Management fees include fees for the CEO.

As at December 31, 2020, the Company owes various directors and officers of the Company $15,251 (2019 - $103,551) for administrative expenses and professional fees provided. All amounts are included in accounts payable and accrued liabilities.

All transactions and balances are in the normal course of operations and are measured at the exchange amount, which is the amount of consideration and agreed to by the related parties.

THUNDERSTRUCK RESOURCES LTD. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in Canadian dollars) FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

8. CAPITAL MANAGEMENT

The Company’s primary objective for managing its capital structure is to maintain financial capacity for the purpose of sustaining the future development of the business and maintaining investor, creditor and market confidence.

The Company considers its capital structure to include shareholders’ equity and working capital. To effectively manage its resources and minimize risks, the Company prepares annual expenditure budgets that are updated as necessary depending on factors including success of programs and general industry conditions. In the event that adjustments to the capital structure are necessary, the Company may consider issuing additional equity, raising debt or revising its capital investment programs.

The Company’s share capital is not subject to any external restrictions. The Company has not paid or declared any dividends since the date of incorporation, nor are any currently contemplated. There have been no changes to the Company’s approach to capital management during the year.

9. FINANACIAL INSTRUMENT RISKS

Financial instruments

The Company’s financial instruments are exposed to the following risks:

Credit Risk

The Company’s primary exposure to credit risk is the risk of illiquidity of cash, amounting to $587,797 at December 31, 2020 (2019 - $25,543). As the Company’s policy is to limit cash holdings to instruments issued by major Canadian banks, the credit risk is considered by management to be negligible.

Liquidity Risk

Liquidity risk is the risk that the Company will not be able to pay financial instrument liabilities as they come due. The Company’s liquidity risk from financial instruments is its need to meet operating accounts payable requirements. The Company is working to meet its capital requirements to satisfy its obligations. Liquidity will be managed through its Agreement (note 3) and additional financing through debt and/or equity as available.

Foreign Exchange Risk

The Company’s has engaged a number of vendors in the pursuit of mineral exploration activities in Fiji. As such, the Company is exposed to some foreign currency risk. Fluctuations in the exchange rate between the Canadian dollar and Fijian dollar may have an adverse effect on the Company’s business and costs to proceed with preferred vendors. The Company may reduce its foreign currency risk as needed by substituting Canadian vendors as required. Foreign currency risk is considered low relative to the overall financial operating plan.

Interest Rate Risk

The Company has been exposed to interest rate risk on its cash. The majority of these deposits have been in discounted instruments with pre-determined fixed yields. Interest rate movements will affect the fair value of these instruments so the Company manages maturity dates of these instruments to match cash flow needs, enabling realization at no loss in almost all cases. At December 31, 2020, the Company maintained all of its cash balance on deposit in chequing accounts with a major Canadian bank and a major Fijian bank.

Fair Value of Financial Instruments

The Company’s cash, amounts receivable, exploration advances, accounts payable and accrued liabilities are carried at amortized cost and approximate fair value due to their short-term nature.

THUNDERSTRUCK RESOURCES LTD. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in Canadian dollars) FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

10. INCOME TAXES

A reconciliation of income taxes at statutory rates with the reported taxes is as follows:

Net loss before income taxes for the year
Expected income tax recovery
Permanent differences
Items non-deductible for income tax purposes
Change in unrecognized deductible temporary differences
Income tax recovery
2020
2019
$
(805,238)
$ (410,742)
(216,000)
(110,000)
198,000)
21,000)
-)
89,000)
18,000
-
$
-
$ -

Subject to confirmation with regulatory authorities, deductible temporary differences, unused tax losses and unused tax credits for which no deferred tax assets have been recognized are attributable to the following:

2020 2019
Deferred tax assets(liability): $ $
Share issue costs 60,000 45,000
Exploration and evaluation assets 17,000 (11,000)
Non-capital losses carried forward 2,208,000 2,189,000
2,285,000 2,223,000

The Company has Canadian non-capital losses of approximately $2,208,000 (2019 - $2,190,000) which will be available to reduce future taxable income in Canada. The respective non-capital losses will begin to expire in 2032 until 2040.

The Canadian non-capital losses, if not utilized, will expire in the years presented below:

2032
2033
2034
2035
2036
2037
2038
2040
37,000
143,000
265,000
427,000
384,000
418,000
476,000
58,000
$ 2,208,000

THUNDERSTRUCK RESOURCES LTD. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in Canadian dollars) FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

11. SUBSEQUENT EVENTS

Subsequent to the year ended December 31, 2020, the Company:

  • a) Issued 250,000 common shares for options that were exercised for gross proceeds of $18,750 (note 6(c)).

  • b) Issued 600,000 common shares for warrants that were exercised for gross proceeds of $60,000 (note 6(d)).

  • c) The Company granted 350,000 stock options at an exercise price of $0.08 per common share exercisable for a period of 10 years.

  • d) The Company granted 30,000 stock options at an exercise price of $0.075 per common share exercisable for a period of 5 years.

  • e) Extended the expiry date of an aggregate of 5,250,000 outstanding share purchase warrants. The subject warrants were originally issued on March 13, 2018 with an original expiry date of three years. The new expiry date will provide a two year extension to expire on March 13, 2023. The warrants continue to be exercised at their original exercise price. The amendment to the terms of the warrants is subject to the approval of the TSX-V (note 6(d)).