Total Metals Corporation — Audit Report / Information 2023

Feb 29, 2024

BRIGADIER GOLD LIMITED

CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2023 and 2022 (Expressed in Canadian Dollars)

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INDEPENDENT AUDITOR’S REPORT

To the Shareholders of Brigadier Gold Limited

Opinion

We have audited the accompanying consolidated financial statements of Brigadier Gold Limited (the “Company”), which comprise the consolidated statements of financial position as at December 31, 2023 and 2022, and the consolidated statements of loss and comprehensive loss, cash flows, and changes in shareholders’ equity (deficiency) for the years then ended, and notes to the consolidated financial statements, including material accounting policy information.

In our opinion, these consolidated financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2023 and 2022, and its financial performance and its cash flows for the years then ended in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board.

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 the Company in accordance with the ethical requirements that are relevant to our audit of the consolidated financial statements in Canada, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained in our audit is sufficient and appropriate to provide a basis for our opinion.

Material Uncertainty Related to Going Concern

We draw attention to Note 1 of the consolidated financial statements, which indicates that the Company has reported successive operating losses, has limited capital resources, and will require additional funding to continue operations for the next 12 months. As stated in Note 1, these material uncertainties may cast significant doubt as to the Company’s ability to continue as a going concern. Our opinion is not modified in respect of this matter.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current year. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Except for the matter described in the Material Uncertainty Related to Going Concern section, we have determined that there are no other key audit matters to communicate in our auditor’s report.

Other Information

Management is responsible for the other information. The other information obtained at the date of this auditor's report includes Management’s Discussion and Analysis.

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

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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.

We obtained Management’s Discussion and Analysis prior to the date of this auditor’s report. 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 Accounting Standards, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

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

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

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

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

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

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

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

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

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

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

• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

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 audit.

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.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current year and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partner on the audit resulting in this independent auditor’s report is Michael MacLaren.

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Vancouver, Canada February 28, 2024

Chartered Professional Accountants

Brigadier Gold Limited Consolidated Statements of Financial Position (Expressed in Canadian Dollars)

	December 31 December 31 2023 2022
ASSETS Current Cash Restricted cash (Note 3) Receivables Prepaid expenses Total Assets	$ 115,638 $ 494,461 28,750 28,750 8,343 52,097 967 867
	$ 153,698 $ 576,175
LIABILITIES Current Accounts payable and accrued liabilities (Note 9) Total Liabilities SHAREHOLDERS’ EQUITY (DEFICIENCY) Share Capital(Note 7) Warrant Reserve(Note 7) Contributed Surplus(Note 7) Deficit Total Equity (Deficiency) Total Liabilities and Shareholders’ Equity (Deficiency)	$ 326,576 $ 338,397
	326,576 338,397
	19,941,442 15,792,012 292,184 - 8,023,379 8,547,909 (28,429,883) (24,102,143)
	(172,878) 237,778
	$ 153,698 $ 576,175

Nature of operations and Going Concern (Note 1) Commitments (Note 14)

The consolidated financial statements were approved and authorized for issue by the Board of Directors on February 28, 2024. They were signed on the Company’s behalf by:

“Robert Birmingham” Director	“Garry Clark”
	Director

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

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Brigadier Gold Limited Consolidated Statements of Loss and Comprehensive Loss (Expressed in Canadian Dollars)

	Year Ended December 31 2023 2022
Expenses Consulting (Note 9) Exploration and evaluation expenses (Note 5) Foreign exchange loss General and administration (Note 9) Management fees (Note 9) Marketing Professional fees (Note 9) Shareholder communication, filing and transfer agent fees Interest income Loss on disposal of equipment (Note 4) Gain on settlement of debt (Note 6) Loss and Comprehensive Loss for the Year Loss Per Share, Basic and diluted	$ 484,232 $ 309,794 3,502,420 81,906 (2,336) 8,232 32,775 24,893 120,000 85,812 101,567 14,686 49,032 68,909 41,005 28,195
	(4,328,695) (622,427) 955 - - (12,152) - 76,724
	$ (4,327,740) $ (557,855)
	$ (0.04) $ (0.01)
Weighted Average Number of Common Shares Outstanding– basic and diluted	115,466,582 77,717,912

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

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Brigadier Gold Limited Consolidated Statements of Cash Flows (Expressed in Canadian Dollars)

	Year Ended December 31 2023 2022
Cash Provided By (Used In): Operating Activities Loss for the year Items not affecting cash: Gain on settlement of debt Write-off convertible note Depreciation of exploration equipment Loss on disposal of equipment Shares issued for exploration and evaluation expense Net changes in non-cash operating working capital items: Receivables Prepaid expenses and receivables Accounts payable and accrued liabilities Financing Activities Proceeds from issuance of units, net of issue costs Share issue costs Change In Cash Cash, Beginning of Year Cash, End of Year	$ (4,327,740) $ (557,855) - (76,724) - 1 - 4,944 - 12,152 3,200,250 5,000 43,754 (39,223) (100) 11,051 (15,769) 186,546
	(1,099,605) (454,108)
	778,716 - (57,934)
	720,782 -
	(378,823) (454,108) 494,461 948,569
	$ 115,638 $ 494,461

Supplemental Cash flow Information (Note 13)

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

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Brigadier Gold Limited Consolidated Statements of Changes in Shareholders Equity (Deficiency) (Expressed in Canadian Dollars)

December 31, 2021 Issuance of shares for property option Warrant expiry Finder’s warrant expiry Loss for the year December 31, 2022 Shares issued for acquisition of 1000196193 Ontario Ltd. Shares issued for finder’s fee Shares issued for property option Shares issued for private placement Share issuance costs Fair value warrants issued private placement Shares issued on exercise of RSU’s Loss for the year December 31, 2023	Share Capital Warrant Contributed Shares Amount Reserve Surplus Deficit Total Equity
	$ $ $ $ $ 77,589,693 15,787,012 235,493 8,312,416 (23,544,288) 790,633 200,000 5,000 - - - 5,000 - - (223,521) 223,521 - - - - (11,972) 11,972 - - - - - - (557,855) (557,855)
	77,789,693 15,792,012 - 8,547,909 (24,102,143) 237,778 35,000,000 2,975,000 - - - 2,975,000 2,450,000 208,250 - - - 208,250 200,000 17,000 - - - 17,000 11,124,513 778,716 - - - 778,716 - (94,832) 32,950 - - (61,882) - (259,234) 259,234 - - - 1,200,000 524,530 - (524,530) - - - - - - (4,327,740) (4,327,740)
	127,764,206 19,941,442 292,184 8,023,379 (28,429,883) (172,878)

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

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Brigadier Gold Limited Notes to the Consolidated Financial Statements For the Years Ended December 31, 2023 and 2022 (Expressed in Canadian Dollars)

1. Nature of Operations and Going Concern

Brigadier Gold Limited (the “Company”) was incorporated under the Corporations Act (Ontario) and was continued into British Columbia under the Business Corporations Act (British Columbia) on June 19, 2020. The Company is listed on the TSX Venture Exchange (“TSX-V”) under the symbol BRG. The address of the Company’s registered office is 300 Bellevue Centre, 235 – 15th Street, West Vancouver, BC, V7T 2X1.

These consolidated financial statements have been prepared using accounting policies applicable to a going concern, which contemplates the realization of assets and settlement of liabilities in the normal course of business as they become due.

These consolidated financial statements have been prepared using the assumption the Company is a “going concern”, which assumes that the Company will continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities in the normal course of operations.

The Company has reported successive operating losses and has limited capital resources. The Company will require additional funding to continue operations for the next 12 months. The successive operating losses, together with the challenges of securing requisite funding have resulted in material uncertainties that may cast significant doubt as to the Company's ability to continue as a going concern. These consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or to the amounts or classification of liabilities that might be necessary should the Company not be able to continue as a going concern.

2. Summary of Material Accounting Policies

(a) Statement of compliance

These consolidated financial statements, including comparatives, have been prepared in accordance with IFRS Accounting Standards issued by the International Accounting Standards Board (“IASB”).

These consolidated financial statements were approved by the Board of Directors on February 28, 2024.

(b) Basis of presentation

These consolidated financial statements have been prepared on a historical cost basis, with the exception of financial instruments classified as at fair value through profit or loss which are measured at fair value.

These consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries; 1000196193 Ontario Ltd., an active entity which holds the Nemaska2 lithium property and two wholly-owned inactive subsidiaries; 1848246 Ontario Inc. and Incahusai Exploraciones S.A., (Argentina). Control exists when the Company has the power, directly or indirectly, to govern the financial and operating policies of an entity so as to obtain benefits from its activities. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases.

All inter-company balances, transactions, revenues and expenses have been eliminated.

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Brigadier Gold Limited Notes to the Consolidated Financial Statements For the Years Ended December 31, 2023 and 2022 (Expressed in Canadian Dollars)

(c) Financial instruments

Financial assets and financial liabilities are recognized when the Company becomes a party to the contractual provisions of the financial instrument.

Financial assets are derecognized when the contractual rights to the cash flows from the financial asset expire, or when the financial asset and all substantial risks and rewards are transferred. A financial liability is derecognized when it is extinguished, discharged, cancelled or expires.

Financial Instruments - classification and measurement

Financial assets are classified and measured based on these categories: fair value through profit or loss ("FVPL"); fair value through other comprehensive income ("FVOCI"); or amortized cost. Financial liabilities are classified and measured based on two categories: FVPL or amortized cost. Financial assets are not reclassified subsequent to their initial recognition unless the Company changes its business model for managing financial assets.

Financial assets and liabilities classified as FVPL are measured at fair value with changes in fair value recognized in profit or loss. Financial assets designated as FVOCI are measured at fair value with changes in fair value recognized in other comprehensive income with such changes never being reclassified to profit or loss. Financial assets and liabilities classified as amortized cost are initially measured at fair value, net of any transaction costs incurred and are measured subsequently using the effective interest method.

The Company's financial instruments consists of the following:

Financial assets and liabilities	Classification
Cash	Amortized cost
Restricted cash	Amortized cost
Receivables	Amortized cost
Accounts payable and accrued liabilities	Amortized cost

Financial instruments recorded at fair value in the consolidated statements of financial position are classified according to a three level hierarchy that reflects the significance of the inputs used in making the fair value measurements.

The three levels of fair value hierarchy are as follows:

• Level 1 - Unadjusted quoted prices in active markets for identical assets and liabilities;

• • Level 2 - Inputs other than quoted prices that are observable for assets or liabilities directly or indirectly; and

• Level 3 - Inputs for assets or liabilities that are not based on observable market data.

(d) Exploration and Evaluation Expenditures

Exploration and evaluation expenditures include option payments, the costs of licenses, costs associated with exploration and evaluation activity, and the fair value (at acquisition date) of exploration and evaluation assets acquired in a business combination or an asset acquisition. Exploration and evaluation expenditures are expensed as incurred.

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Brigadier Gold Limited Notes to the Consolidated Financial Statements For the Years Ended December 31, 2023 and 2022 (Expressed in Canadian Dollars)

(e) Equipment

Exploration equipment is recorded at cost and depreciated on a three year straight line basis.

The cost of an item includes the purchase price and directly attributable costs to bring the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. Where an item of equipment comprises major components with different useful lives, the components are accounted for as separate items of equipment.

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

(f) Impairment of non-financial assets

At the end of each reporting period, the Company reviews the carrying amounts of its non-financial assets with finite lives to determine whether there is any indication that those assets have suffered an impairment loss. Where such an indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss. The recoverable amount is the higher of an asset’s fair value less cost to sell or its value in use.

(g) Translation of foreign currencies

The Company’s presentation currency is the Canadian dollar. The Company considers the functional currency of its Canadian operations and its subsidiaries to be the Canadian dollar. Foreign currency transactions are recorded at the exchange rate as at the date of the transaction. At the end of each reporting period, monetary assets and liabilities are translated using the year end foreign exchange rate at that date. All gains and losses on translation of these foreign currency transactions are included in profit or loss.

(h) Provisions

A provision is recognized in the statements of financial position when the Company has a present legal or constructive obligation as a result of a past event, and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are measured by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability. The Company has recorded no provisions for the years presented.

(i) Income taxes

Income tax expense consists of current and deferred tax expense. Income tax expense is recognized in profit or loss, except to the extent that it relates to items recognized directly in equity, in which case it is recognized in equity.

Current tax expense is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the end of the reporting period, adjusted for amendments to tax payable with regards to previous years.

The Company recognizes deferred tax on temporary differences between the carrying amounts of assets and liabilities in the consolidated financial statements and the corresponding tax bases used in computing taxable profit or loss. The amount of deferred tax provided is based on the expected manner of realization or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the end of the reporting period.

A deferred tax asset is recognized only to the extent that it is probable that future taxable profit will be

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Brigadier Gold Limited Notes to the Consolidated Financial Statements For the Years Ended December 31, 2023 and 2022 (Expressed in Canadian Dollars)

available against which the asset can be utilized.

(j) Loss per common share

Basic loss per share is computed by dividing the loss applicable by the weighted average number of common shares outstanding during the reporting period. Diluted loss per share is computed by dividing the net loss by the sum of the weighted average number of common shares issued and outstanding during the reporting period and all additional common shares for the assumed exercise of options and warrants outstanding for the reporting period, if dilutive.

(k) Share capital

Common shares are classified as equity. Proceeds from unit placements are allocated between shares and warrants issued using the relative fair value method. Costs directly identifiable with share capital financing are charged against share capital. Share issuance costs incurred in advance of share subscriptions are recorded as non-current deferred assets. Share issuance costs related to uncompleted share subscriptions are charged to operations in the period they are incurred.

(l) Warrant reserve

The fair value of compensatory warrants is determined upon their issuance in settlement of share issuance costs and finders’ fees, using the Black-Scholes option pricing model. Units issued in a private placement are allocated using the relative fair value method. All such warrants are classified in a warrant reserve within equity. If the warrants are converted, the value attributable to the warrants is transferred to common share capital. Upon expiry, the amounts recorded for expired warrants is transferred to contributed surplus from the warrant reserve. Shares are issued from treasury upon the exercise of share purchase warrants.

(m) Share-based payments

The Company operates an employee stock option plan and a restricted share unit award plan. The plans allow Company employees, directors and consultants to acquire shares of the Company and are equity award plans. The fair value of equity awards granted is recognized as an employee or consultant expense with a corresponding increase in equity.

An individual is classified as an employee when the individual is an employee for legal or tax purposes (direct employee) or provides services similar to those performed by a direct employee, including directors of the Company.

The fair value of the equity awards granted are measured at grant date and each tranche is recognized on a graded basis over the period during which the awards vest. The fair value of the equity award is measured using the Black-Scholes option pricing model taking into account the terms and conditions upon which the equity award was granted. At the end of each reporting period, the amount recognized as an expense for unvested equity awards is adjusted to reflect the actual number of equity awards that are expected to vest.

Compensation expense on equity awards granted to non-employees is measured at the earlier of the completion of performance and the date the awards are vested using the fair value method and is recorded as an expense in the same period as if the Company had paid cash for the goods or services received.

When the value of goods or services received in exchange for the share-based payment cannot be reliably estimated, the fair value is measured by use of a Black-Scholes option pricing model. The expected life used in the model is adjusted, based on management’s best estimate, for the effects of

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Brigadier Gold Limited Notes to the Consolidated Financial Statements For the Years Ended December 31, 2023 and 2022 (Expressed in Canadian Dollars)

non- transferability, exercise restrictions, and behavioural considerations.

(n) Significant accounting judgments and estimates

The preparation of these consolidated financial statements requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of expenses during the reporting period. The preparation of the consolidated financial statements also requires management to exercise judgment in the process of applying the accounting policies.

On an on-going basis, management evaluates its judgments and estimates in relation to assets, liabilities and expenses. Management uses historical experience and various other factors it believes to be reasonable under the given circumstances, as the basis for its judgments and estimates. Revisions to accounting estimates are recognised prospectively from the period in which the estimates are revised. Actual outcomes may differ from those estimates under different assumptions and conditions.

The following are items involving key judgment and estimates:

Significant judgments

Going concern

These financial statements have been prepared in accordance with IFRS on a going concern basis, which assumes the realization of assets and discharge of liabilities in the normal course of business within the foreseeable future. Management uses judgment in determining assumptions for cash flow projections, such as anticipated financing, deferral of commitments, negotiation of supplier terms and future commitments to assess the Company’s ability to continue as a going concern. A critical judgment is that the Company continues to raise funds going forward and to satisfy their obligations as they become due.

Income taxes

Management is required to make estimations regarding the tax basis of assets and liabilities and related deferred income tax assets and liabilities, the measurement of income tax expense, and indirect taxes. The Company is subject to assessments by tax authorities who may interpret tax law differently. These factors may affect the final amount or the timing of tax payments.

Significant estimates

Share-based payments

The Company uses the Black-Scholes valuation model to determine the fair value of options and compensatory warrants granted to employees and non-employees under share-based payment arrangements, where appropriate. In estimating fair value, management is required to make certain assumptions and estimates such as the expected term of the instrument, volatility of the Company’s future share price, risk free rates, future dividend yields and estimated forfeitures at the initial grant date, by reference to the underlying terms of the instrument, and the Company’s experience with similar instruments. Changes in assumptions used to estimate fair value could result in materially different results.

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Brigadier Gold Limited Notes to the Consolidated Financial Statements For the Years Ended December 31, 2023 and 2022 (Expressed in Canadian Dollars)

(o) Accounting standards issued but not yet adopted

At the date of approval of these consolidated financial statements a number of standards and interpretations have been issued, which are not yet effective. The Company considers these new standards and interpretations are either not applicable to the Company’s operations or are not expected to have a material impact on the Company’s consolidated financial statements.

(p) New accounting policies adopted

Disclosure of accounting policies - amendments to IAS 1 and IFRS Practice Statement 2:

The amendments to IAS 1 Presentation of financial statements and IFRS Practice Statement 2 Making materiality judgements provide guidance and examples to help entities apply materiality judgements to accounting policy disclosures. The amendments aim to help entities provide accounting policy disclosures that are more useful by replacing the requirement for entities to disclose their ‘significant’ accounting policies with a requirement to disclose their ‘material’ accounting policies and adding guidance on how entities apply the concept of materiality in making decisions about accounting policy disclosures. The amendments have had an impact on the Company’s disclosures of accounting policies, but not on the measurement, recognition, or presentation of any items in the Company’s financial statements.

3. Restricted Cash

Restricted cash represents collateral in respect of the corporate credit card facility with a financial institution.

4. Equipment

Cost Balance, January 1 Disposals Balance December 31 Depreciation Balance, January 1 Charge for the year Disposals Balance December 31 Net Book Value Balance as of December 31	**Years Ending December 31 **
	2023 2022
	$ $ - 32,381 - (32,381)
	- -
	- 15,285 - 4,945 - (20,229)
	- -
	- -

A loss on disposal of $nil was recognized during fiscal year 2023 (2022 – $12,152) relating to equipment which was disposed of when the Picachos property option was terminated.

Depreciation expense is included in exploration and evaluation expenses (Note 5).

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Brigadier Gold Limited Notes to the Consolidated Financial Statements For the Years Ended December 31, 2023 and 2022 (Expressed in Canadian Dollars)

5. Mineral Property Expenditures

Killala Lake South Diamond Property, Canada Nemaska2 Lithium Property, Canada1 Picachos Gold‐Silver Property, Mexico Property investigation costs	Years Ended December 31 2023 December 31 2022
	$ $ 25,700 12,085 3,442,402 20,000 - 49,821 34,318 -
	3,502,420 81,906

1 The Nemaska2 Lithium and Nemaska2 Lithium Extension Properties are contiguous mineral claims, the costs incurred for which are combined in these financial statements

Nemaska2 Lithium Property, Canada

On March 13, 2023, the Company completed the acquisition of 1000196193 Ont. Ltd. In accordance with IFRS3 Business Combinations, the acquisition of 1000196193 Ontario Ltd. was accounted for as an asset acquisition as, prior to the acquisition, the activities of 1000196193 Ontario Ltd. did not meet the definition of a business.

Pursuant to the terms of the acquisition, the Company issued 35,000,000 common shares with a fair value of $2,975,000 to the shareholders of 1000196193 Ontario Ltd. and made a cash payment of $20,000 to 1000196193 Ont. Ltd. The Company paid a finder’s fee of 2,450,000 common shares with a fair value of $208,250 in connection with the acquisition.

The total consideration paid for the acquisition was:

	Consideration
Shares issued Cash Acquisition costs	$ 3,183,250 20,000 18,632
	3,221,882

1000196193 Ontario Ltd.'s net assets that were acquired by the Company were allocated as follows:

	Allocation
E&E Expenditures	$ 3,221,882
	3,221,882

1000196193 Ontario Ltd. holds the right to acquire a 100% undivided interest in Nemaska2 Property, subject to a 2% NSR, by making aggregate cash payments to the optionor of $190,000, including $20,000 within seven days of the effective date of the agreement (paid); $20,000 within seven days following approval of the acquisition by the TSXV (paid), and $50,000 on each of the first, second and third anniversaries of the date of the option agreement. Under the terms of the option agreement, the Company has agreed to make a one-time payment in the amount of $1,000,000, in cash or shares in the event a report compliant with National Instrument 43-101 Standards of Disclosure for Mineral

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Brigadier Gold Limited Notes to the Consolidated Financial Statements For the Years Ended December 31, 2023 and 2022 (Expressed in Canadian Dollars)

Projects establishes mineral resources valued over $100,000,000 with respect to the Nemaska2 property. The Company is currently non-compliant with the terms of the option agreement as it has not made the first anniversary payment of $50,000.

Nemaska2 Lithium Extension Property, Canada

On March 20, 2023 and subsequently amended, the Company entered into a property option agreement to acquire a 100% undivided interest in the Nemaska2 Lithium Extension Property (“Nemaska2 Extension”), James Bay Quebec. Under the terms of the option agreement, the Company, subject to a 2% NSR in favor of the optionor, must pay an aggregate of $250,000, including a cash payment of $10,000 within fourteen days of the effective date of the option agreement (paid); a cash payment of $20,000 within ninety days of the effective date of the option agreement (paid); a cash payment of $20,000 within 180 days of the effective date of the option agreement (not paid) and cash payments of $100,000 on each of the first, and second anniversaries of the effective date of the option agreement. Under the terms of the option agreement, the Company agrees to make a one-time cash payment to the optionor of $1,000,000, in the event a 43-101 compliant mineral resource valued over $100,000,000 or more is established with respect to the Property. The Company is currently non-compliant with the terms of the option agreement as it has not made the 180-day payment of $20,000.

Cost expensed for the Nemaska2 property were as follows:

	Years Ended December 31 2023 December 31 2022
Acquisition costs Acquisition of 1000196193 Ontario Ltd. Option payments Exploration expenditures Assays Geological Geals and accommodation Transportation Consulting, reports and mapping	$ $ 3,221,882 - 50,000 -
	3,271,882 -
	12,956 - 64,526 - 27,879 - 11,592 - 53,567 -
	170,520 -
	3,442,402

Killala Lake South Diamond Property, Canada

On May 11, 2020, the Company entered into an option agreement to purchase a 100% interest in certain mineral claims known as located in Thunder Bay mining District, Ontario, known as the Killala Lake South Diamond Property.

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Brigadier Gold Limited Notes to the Consolidated Financial Statements For the Years Ended December 31, 2023 and 2022 (Expressed in Canadian Dollars)

The option payments consist of cash payments of $110,000 and the issuance of 1,600,000 common shares as follows:

• a) Cash Payments

• $15,000 within 5 days of the effective date of the agreement (May 11, 2020) (paid);

• $15,000 on or before the first (paid), second (paid) and third anniversaries (paid $7,500) from May 11, 2020; and

• $50,000 on or before the fourth anniversary of receipt of regulatory approval.

• b) Share Consideration

• The issuance of 500,000 common shares within 10 business days of receipt of TSX-V approval of the agreement (issued, with a value of $25,000);

• The issuance of 200,000 common shares on or before the first (issued, with value of $22,000), second (issued, with value of $5,000) and third (issued, with value of $17,000) anniversaries of receipt of regulatory approval.

• The issuance of 500,000 common shares on or before the fourth anniversary of receipt of regulatory approval.

The Company also agreed to issue additional common shares upon achieving certain milestones as follows:

• The issuance of 1,000,000 common shares in the event a NI43-101 compliant report calculation commissioned for the purchaser identifies a resource exceeding 3 million carats;

• The issuance of 1,000,000 common shares upon completion of a positive bankable feasibility study commissioned by the purchaser;

• The issuance of 500,000 common shares for each kimberlite or lamporoite pipe drilled within the area of interest which produces more than 10 commercial sized diamonds.

On August 29, 2023 the Company terminated the Killala Lake South Diamond Property option agreement.

Costs expensed on the property were as follows:

	Years Ended December 31 2023 December 31 2022
Acquisition costs Option Payments Exploration expenditures Geological consulting Reports and mapping Recovery	$ $ 24,500 20,000
	1,200 - - 7,085 - (15,000)
	25,700 12,085

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Brigadier Gold Limited Notes to the Consolidated Financial Statements For the Years Ended December 31, 2023 and 2022 (Expressed in Canadian Dollars)

Picachos Gold ‐ Silver Property, Mexico

On August 4, 2020, the Company entered into an option agreement to acquire a 100% interest in the Picachos Gold ‐ Silver Property located in Sinaloa, Mexico. During the life of the option agreement, the Company paid $47,685 (US $35,000) and issued 250,000 shares valued at $21,250 to the optionor and issued 40,800 shares valued at $7,971 as a finder’s fee.

On May 17, 2022 the Company terminated the Picachos option agreement.

Costs expensed on the property were as follows:

Costs expensed on the property were as follows:
	Years Ended December 31 2023 December 31 2022
Acquisition costs Exploration expenditures Regulatory, property access, permits and fees Depreciation of equipment Total exploration expenditures Total acquisition and exploration costs	$ $
	- -
	- 44,877 - 4,944
	- 49,821
	- 49,821

6. Accounts Payable and Accrued Liabilities

Gain on settlement of debt during fiscal 2023 was $nil (2022 – $76,724) Gain on settlement of debt during fiscal 2022 was comprised of the following:

• a) $38,034 relating to an amount which was deemed to have past the applicable liability limitations period; and

• b) $38,690 relating to amounts previously recorded as accrued liabilities in connection with the Picachos property and later adjusted by the optionor.

7. Share Capital

Authorized share capital

Unlimited number of common shares without par value.

Issued share capital

During the year ended December 31, 2023, the Company issued:

• (i) 35,000,000 shares with a fair value of $2,975,000 for the acquisition of 1000196193 Ontario Ltd. (Nemaska2 Property);

• (ii) 2,450,000 shares with a fair value of $208,250 for finder’s fee in connection with the acquisition of 1000196193 Ontario Ltd.;

• (iii) 200,000 shares in connection with the Killala Lake option agreement with a fair value of $17,000;

• (iv) Issued 11,124,513 units at $0.07 per unit for gross proceeds of $778,716. Each unit is comprised of one common share and one common share unit warrant exercisable at $0.15 for a period of twelve months from the date of issuance. The unit warrants were allocated a fair value of $259,234. The Company paid a total of $44,899 in cash fees and other share issue

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Brigadier Gold Limited Notes to the Consolidated Financial Statements For the Years Ended December 31, 2023 and 2022 (Expressed in Canadian Dollars)

costs of $16,983 and issued 610,915 broker warrants with a fair value of $32,950. Each broker warrant is exercisable at $0.07 for a period of twelve months from the date of issuance. The fair value of unit warrants and broker warrants was determined using the Black-Scholes option pricing model assuming: a life expectancy of one year, a risk-free interest rate of 4.10% – 4.25%, a dividend rate of nil%, a forfeiture rate of nil% and volatility of 172.54% - 174.78%;

• (v) Issued 1,200,000 shares on the exercise of RSUs resulting in a transfer from contributed surplus to share capital of $524,530.

During the year ended December 31, 2022, the Company:

• (i) Issued 200,000 common shares valued at $5,000 pursuant to a mineral property option agreements for its Killala Lake South Diamond Property (Note 5).

Share Purchase Warrants

A summary of changes in share purchase warrants is presented below:

Balance, December 31, 2021 Expired Balance, December 31, 2022 Issued Balance, December 31, 2023	Number Weighted average exercise price
	$ 5,000,000 0.30 (5,000,000) 0.30
	- - 11,124,513 0.15
	11,124,513 0.15

As at December 31, 2023, the following share purchase warrants were outstanding:

Exercise	Number	Expiry
Price	Outstanding	Date
$
0.15	9,574,513	May 18, 2024
0.15	1,550,000	June 2, 2024

Broker warrants

A summary of changes in broker warrants is presented below:

Balance, December 31, 2021 Expired Balance, December 31, 2022 Issued Balance, December 31, 2023	Number Weighted average exercise price
	$ 214,200 0.30 (214,200) 0.30
	- - 610,915 0.07
	610,915 0.07

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Brigadier Gold Limited Notes to the Consolidated Financial Statements For the Years Ended December 31, 2023 and 2022 (Expressed in Canadian Dollars)

As at December 31, 2023, the following broker warrants were outstanding:

Exercise	Number	Expiry
Price	Outstanding	Date
$
0.07	502,415	May 18, 2024
0.07	108,500	June2,2024

Stock Options

The number of shares reserved for issuance under the Company’s stock option plan is limited to 10% of the number of shares which are issued and outstanding on the date of a particular grant of options. Under the plan, the Board of Directors determines the term of a stock option to a maximum of 10 years, the period of time during which the options may vest, unless otherwise required by applicable securities law, stock exchange and other regulatory requirements, and when they become exercisable, as well as the option exercise price, which shall not be less than the prevailing price permitted by the TSX-V. The Directors determine the recipients of, and nature and size of, share-based payment awards in compliance with applicable securities law, stock exchange and other regulatory requirements.

A summary of changes in stock options is presented below:

Balance, December 31, 2021 Expired Balance, December 31, 2022 and 2023	Number Weighted average exercise price
	$ 4,950,000 0.33 (4,200,000) 0.35
	750,000 0.22

As at December 31, 2023, the following stock options were outstanding:

Exercise	Number	Number	Expiry
Price	Outstanding	Exercisable	Date
$
0.30	150,000	150,000	June 9, 2026
0.20	600,000	600,000	March 22,2024

Restricted Share Unit Award Plan

On August 26, 2020, the Company adopted a Restricted Share Unit Award Plan (“RSU Plan”), whereby the maximum number of common shares reserved for issuance under the RSU Plan combined with all of the Company’s other security-based compensation arrangements including the Company’s Stock Option Plan shall not exceed 10% of the Company’s outstanding shares subject to maximum vesting and expiry dates up to 3-years.

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Brigadier Gold Limited Notes to the Consolidated Financial Statements For the Years Ended December 31, 2023 and 2022 (Expressed in Canadian Dollars)

A summary of changes in Restricted Share Units is presented below:

Balance, December 31, 2021 Issued Cancelled Balance, December 31, 2022 Exercised Expired Balance, December 31, 2023	Number Weighted average exercise price
	$ 1,735,601 0.30 - - - -
	1,735,601 0.30 (1,200,000) 0.30 (535,601) 0.30
	- -

8. Income Taxes

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

==> picture [477 x 99] intentionally omitted <==

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

2023 2022
Loss for the year $ (4,327,740) $ (557,855)
Expected income tax (recovery) $ (1,168,000) $ (151,000)
-
Change in statutory, foreign tax, foreign exchange rates and ot 5,000
Change in unrecognized deductible temporary differences 1,163,000 151,000
Total income tax expense (recovery) $ - $ -
----- End of picture text -----

The significant components of the Company’s deferred tax assets that have not been included on the consolidated statement of financial position are as follows:

==> picture [477 x 120] intentionally omitted <==

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

2023 2022
Deferred tax assets (liabilities)
Exploration and evaluation assets $ 1,954,000 $ 1,009,000
Property and equipment 9,000 9,000
Share issue costs 18,000 33,000
-
Allowable capital losses 17,000
Non-capital losses 3,075,000 2,825,000
5,056,000 3,893,000
Unrecognized deferred tax assets (5,056,000) (3,893,000)
Net deferred tax assets $ - $ -
----- End of picture text -----

The significant components of the Company’s temporary differences, unused tax credits and unused tax losses that have not been included on the consolidated statement of financial position are as follows:

	2023	Expiry Date Range	2022	Expiry Date Range
Temporary Differences
Share issue costs	66,000	2043 to 2046	122,000	2042 to 2045
Allowable capital losses	-	No expiry date	62,000	No expiry date
Property and equipment	32,000	No expiry date	32,000	No expiry date
Exploration and evaluation assets	7,239,000	No expiry date	3,736,000	No expiry date
Non-capital losses	11,387,000	2026 to 2043	10,464,000	2026 to 2042

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

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Brigadier Gold Limited Notes to the Consolidated Financial Statements For the Years Ended December 31, 2023 and 2022 (Expressed in Canadian Dollars)

9. Related Party Transactions

Key management personnel include directors and officers of the Company.

Related party transactions for the years ended December 31 are as follows:

	2023	2022
	$	$
Director fees (included in Consulting)	126,000	101,000
Management fees	120,000	85,812
Consulting fees	120,000	125,000
Administration fees (included in General and administration)	-	58,250
Totalcompensationtorelated partiesforthe year	366,000	370,062

As at December 31, 2023, there was $242,093 (December 31, 2022; $266,099) payable to related parties included in accounts payable and accrued liabilities.

10. Capital Management

The Company manages its capital structure and makes adjustments in light of the changes in its economic environment and the risk characteristics of the Company’s assets. The Company defines capital to be the components of shareholders’ equity. To effectively manage the Company’s capital requirements, the Company has in place planning, budgeting, and forecasting process to help determine the funds required to ensure the Company has the appropriate liquidity to meet its operating and growth objectives. There were no externally imposed capital requirements to which the Company is subject as at December 31, 2023. There were no changes to the management of capital in the year ended December 31, 2023.

11. Financial Instruments and Risk Management

The carrying values of cash, restricted cash, receivables, and accounts payable and accrued liabilities are considered representative of their respective fair values due to their short-term period to maturity.

The Company's activities expose it to a variety of financial risks: credit risk, liquidity risk and market risk (including interest rate, foreign currency risk and commodity and equity price risk).

Risk management is carried out by the Company's management team with guidance from the Audit Committee under policies approved by the Board of Directors. The Board of Directors also provides regular guidance for overall risk management.

Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its obligations. The Company’s maximum exposure to credit risk is the carrying value of cash, restricted cash, and receivables. Substantially all of the Company’s cash and restricted cash is held with major financial institutions in Canada and receivables consist of GST refunds from the Canadian government. Management believes the exposure to credit risk with such institutions is not significant.

Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its obligations associated with financial liabilities. The Company has a planning and budgeting process in place by which it anticipates and determines the funds required to support normal operation requirements as well as the growth and

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Brigadier Gold Limited Notes to the Consolidated Financial Statements For the Years Ended December 31, 2023 and 2022 (Expressed in Canadian Dollars)

development of the business of the Company.

The Company coordinates this planning and budgeting process with its financing activities through the capital management process described in Note 10, in normal circumstances. Further information regarding liquidity risk is set out in note 1. The Company is exposed to liquidity risk.

Interest rate risk

The Company had no significant exposure as at December 31, 2023, to interest rate risk through its financial instruments.

Price risk

The Company is exposed to price risk with respect to commodity and equity prices. Commodity price risk is defined as the potential adverse impact on earnings and economic value due to commodity price movements and volatilities. Equity price risk is defined as the potential adverse impact on the Company’s earnings due to movements in individual equity prices or general movements in the level of the stock market. The Company closely monitors individual equity movements and the stock market to determine the appropriate course of action to be taken by the Company.

Currency risk

The Company operates only in Canada and has limited exposure to foreign exchange risk arising from transactions denominated in foreign currencies. The operating results and the financial position of the Company are reported in Canadian dollars. The functional currency of the Company and its subsidiaries is the Canadian dollar. Foreign currency risk is related to the exposure of financial instruments denominated in currencies other than Canadian dollars. As of December 31, 2023, a 10% appreciation (depreciation) in the United States dollar against the Canadian dollar, with all other variables held constant, would not result in any significant impact on the Company’s profit or loss for the year.

12. Segmented Information

The Company has one operating segment, being the acquisition of exploration of mineral properties. The Company’s accounting policy with respect to exploration and evaluation assets is to expense all costs as incurred.

The Company is conducting exploration activities in Canada and previously Mexico and accordingly has historical geographical segments to its operations.

	Mexico	Canada	Total
	$	$	$
Exploration and evaluation expenditures
Year ended December 31, 2023	-	3,502,420	3,502,420
Year ended December 31, 2022	49,821	32,085	81,906

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Brigadier Gold Limited Notes to the Consolidated Financial Statements For the Years Ended December 31, 2023 and 2022 (Expressed in Canadian Dollars)

13. Supplemental Cash Flow Information

		Years Ended
		December 31
	2023	2022
	$	$
Non-cash transactions
Shares issued for property option agreement	-	5,000
Shares issued on exercise of RSUs	524,530	-
Expired warrants	-	235,493
Finders warrants	32,950	-
Shareissue costsinaccounts payable	3,948	-

14. Commitments

On October 30, 2020, the Company appointed a new Chief Operating Officer (“COO”)(now COO, CFO and Corporate Secretary). The Company also entered into a Management Services Agreement with 677185 BC Ltd, (the “Consultant”), an entity controlled by the COO. The agreement provides for annual compensation of CAD$120,000, discretionary bonuses, and participation in the equity-based compensation plans adopted by the Company. Remuneration is to be reviewed annually.

The agreement may be terminated without cause at any time by the Company, by delivering to the Consultant written notice stipulating the date of termination, and by paying a lump sum settlement in an amount equal to 200% of the effective compensation at the time of termination.

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