Trifecta Gold Ltd.

Financial Statements

December 31, 2024

(Expressed in Canadian Dollars)

bakertilly

Baker Tilly WM LLP
900 – 400 Burrard Street
Vancouver, British Columbia
Canada V6C 3B7
T: +1 604.684.6212
F: +1 604.688.3497
[email protected]
www.bakertilly.ca

INDEPENDENT AUDITOR'S REPORT

To the Shareholders of Trifecta Gold Ltd.:

Opinion

We have audited the financial statements of Trifecta Gold Ltd. (the "Company"), which comprise the statements of financial position as at December 31, 2024 and 2023, and the statements of loss and comprehensive loss, statements of changes in shareholders' equity and statements of cash flows for the years then ended, and notes to the financial statements, including material accounting policy information.

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2024 and 2023, and its financial performance and its cash flows for the years then ended in accordance with IFRS Accounting Standards.

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

Material Uncertainty Related to Going Concern

We draw attention to Note 1 in the consolidated financial statements, which describes conditions indicating 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.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements for the year ended December 31, 2024. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

In addition to the matter described in the Material Uncertainty Related to Going Concern section of our auditor's report, we have determined the matter described below to be the key audit matters to be communicated in our report.

Baker Tilly WM LLP is a member of Baker Tilly Canada Cooperative, which is a member of the global network of Baker Tilly International Limited. All members of Baker Tilly Canada Cooperative and Baker Tilly International Limited are separate and independent legal entities.

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Key audit matter	How our audit addressed the key audit matter
Assessment of the existence of impairment indicators for mineral property interests
Refer to note 5	Our approach to addressing the matter involved the following procedures, among others:
As at December 31, 2024, the carrying amount of the Company’s mineral property interests was $4,689,634.

At each reporting period, management assesses mineral property interests to determine whether there are any indicators of impairment. If any such indicators exist, the asset’s recoverable amount is estimated. An impairment loss is recognized if the carrying amount of an asset exceeds its estimated recoverable amount.

Management assesses mineral property interests for impairment based on, at minimum, the presence of any of the following indicators:

(i) the period for which the Company has the right to explore in the specific area has expired during the year or will expire in the near future, and is not expected to be renewed;

(ii) substantive expenditure on further exploration for, and evaluation of, mineral resources in the specific area is neither budgeted nor planned;

(iii) the Company has decided to discontinue exploration for and evaluation of mineral resources in the specific area; and/or

(iv) for areas of likely development, available data indicates that the carrying amount exceeds the recoverable amount.

An impairment indicator was identified for the Trident project consisting of the Squid claims. The carrying amount exceeds the recoverable amount of the asset and for the year ended December 31, 2024, an impairment of $1 was recognized.

We considered this a key audit matter due to the significance of the mineral property interests and the judgments made by management in their assessment of impairment indicators related to the mineral property interests. These factors have resulted in a high degree of subjectivity in performing audit procedures, related to the judgment applied by management. | Evaluating the judgments made by management in determining the impairment indicators, which included the following:

• Obtained, for a sample of claims by reference to government registries, evidence to support (i) the right to explore the area and (ii) claim expiration dates.
• Read the board of directors’ minutes and resolutions and observed evidence supporting the continued and planned exploration expenditures, which included evaluating results of the Company’s work programs.
• Assessed whether available data indicates the potential for commercially viable mineral resources.
• Based on evidence obtained in other areas of the audit, considered whether other facts and circumstances suggest that the carrying amount may exceed the recoverable amount. |

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Other Information

Management is responsible for the other information. The other information comprises the information included in the Management's Discussion and Analysis filed with the relevant Canadian securities commissions.

Our opinion on the 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 financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit and remain alert for indications that the other information 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 in this auditor's report. We have nothing to report in this regard.

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

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

In preparing the 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 Financial Statements

Our objectives are to obtain reasonable assurance about whether the 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 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 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.

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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 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 financial statements, including the disclosures, and whether the 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 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 financial statements of the current period 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 Graeme L. Cocke.

Baker Tilly WM LLP

CHARTERED PROFESSIONAL ACCOUNTANTS

Vancouver, B.C.

April 1, 2025

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Trifecta Gold Ltd.
Statements of Financial Position
(Expressed in Canadian Dollars)

As at December 31, 2024 and December 31, 2023

	Note	December 31, 2024 $	December 31, 2023 $
Assets
Current assets
Cash and cash equivalents	3	309,979	558,503
Receivables and prepayments	4	162,938	85,056
		472,917	643,559
Non-current assets
Reclamation bond	5(d)	53,411	49,094
Mineral property interests	5	4,689,634	3,462,592
Total assets		5,215,962	4,155,245
Liabilities and shareholders' equity
Current liabilities
Accounts payable and accrued liabilities		25,115	23,863
Accounts payable to related parties	8	32,442	28,209
Total liabilities		57,557	52,072
Shareholders' equity
Share capital	6	9,000,756	7,525,281
Reserves	6	312,078	221,647
Deficit		(4,154,429)	(3,643,755)
Total shareholders' equity		5,158,405	4,103,173
Total liabilities and shareholders' equity		5,215,962	4,155,245

Nature of operations and going concern 1

Events after the reporting period 13

Approved on behalf of the Board of Directors on April 1, 2025:

"Rachele Gordon" Director "Kai Hoffmann" Director

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

Trifecta Gold Ltd.
Statements of Changes in Shareholders' Equity
(Expressed in Canadian Dollars)

For the years ended December 31, 2024 and December 31, 2023

	Number of shares #	Share capital $	Reserves $	Deficit $	Total shareholders' equity $
January 1, 2023	20,024,822	7,505,881	240,086	(3,441,610)	4,304,357
Re-allocated on cancellation of options	-	-	(1,007)	1,007	-
Re-allocated on expiration of warrants	-	19,400	(19,400)	-	-
Share-based payments	-	-	1,968	-	1,968
Loss and comprehensive loss for the year	-	-	-	(203,152)	(203,152)
December 31, 2023	20,024,822	7,525,281	221,647	(3,643,755)	4,103,173
January 1, 2024	20,024,822	7,525,281	221,647	(3,643,755)	4,103,173
Unit financing completed	9,859,934	1,478,990	-	-	1,478,990
Share issuance costs	-	(43,165)	6,500	-	(36,665)
Shares issued for mineral property acquisition	305,000	39,650	-	-	39,650
Re-allocated on cancellation of options	-	-	(16,787)	16,787	-
Share-based payments	-	-	100,718	-	100,718
Loss and comprehensive loss for the year	-	-	-	(527,461)	(527,461)
December 31, 2024	30,189,756	9,000,756	312,078	(4,154,429)	5,158,405

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

Trifecta Gold Ltd.

Statements of Loss and Comprehensive Loss

(Expressed in Canadian Dollars)

For the years ended December 31, 2024 and December 31, 2023

	Note	December 31, 2024 $	December 31, 2023 $
Expenses
Administration expenses		16,782	8,210
Insurance		30,511	29,657
Investor relations and shareholder information		56,856	6,957
Management, administrative and corporate development fees	8	121,711	75,157
Office rent	8	18,000	18,000
Professional fees	8	115,149	71,733
Property examination costs		147	100
Share-based payments	6,8	100,718	1,968
Transfer agent and filing fees		97,488	18,945
Loss from operating expenses		(557,362)	(230,727)
Interest income		26,981	29,385
Foreign exchange gain (loss)		2,921	(1,810)
Mineral property write-offs	5(a)(iv)	(1)	-
Loss and comprehensive loss for the year		(527,461)	(203,152)
Loss per share
Weighted average number of common shares outstanding
- basic #	7	25,181,441	20,024,822
- diluted #	7	25,181,441	20,024,822
Basic loss per share $	7	(0.02)	(0.01)
Diluted loss per share $	7	(0.02)	(0.01)

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

Trifecta Gold Ltd.

Statements of Cash Flows

(Expressed in Canadian Dollars)

For the years ended December 31, 2024 and December 31, 2023

	Note	December 31, 2024 $	December 31, 2023 $
Operating activities
Loss for the year		(527,461)	(203,152)
Share-based payments		100,718	1,968
Mineral property write-offs		1	-
Interest income		(26,981)	(29,385)
Net change in non-cash working capital items	10	(28,912)	(20,041)
		(482,635)	(250,610)
Financing activities
Units issued for cash		1,478,990	-
Share issue costs		(36,665)	-
		1,442,325	-
Investing activities
Interest received		26,981	29,385
Change in reclamation bond		(4,317)	1,180
Exploration incentives received	5	50,087	28,123
Mineral property acquisition costs	5	(39,029)	(21,924)
Exploration and evaluation expenditures		(1,241,936)	(259,819)
		(1,208,214)	(223,055)
Net change in cash and cash equivalents		(248,524)	(473,665)
Cash and cash equivalents, beginning of year		558,503	1,032,168
Cash and cash equivalents, end of year		309,979	558,503

Supplemental cash flow information

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

Trifecta Gold Ltd.

Notes to the Financial Statements

(Expressed in Canadian Dollars)

For the years ended December 31, 2024 and December 31, 2023

Nature of operations and going concern

Trifecta Gold Ltd. (the "Company" or "Trifecta") was incorporated on October 4, 2016 under the laws of the Province of British Columbia, Canada and was registered extra-territorially in the Yukon Territory on January 6, 2017. The Company's head office and principal place of business is located at 510 - 1100 Melville Street, Vancouver, BC, V6E 4A6. Its records office is located at 1710 - 1177 West Hastings Street, Vancouver, British Columbia, Canada, V6E 2L3. The Company's common shares are listed on the TSX Venture Exchange ("TSX-V"), and on February 2, 2024, the Company's common shares commenced trading on the OTCQB Venture Market.

On April 25, 2024, the Company completed a share consolidation of one (1) new common share for every four (4) common shares previously held. All share and per share amounts have been retrospectively adjusted within these annual financial statements.

The Company's principal business activity is the acquisition, exploration, and evaluation of mineral properties. The Company has been exploring its mineral property interests and has not yet determined whether they contain mineral reserves that are economically recoverable. The Company's continuing operations and the underlying value and recoverability of the amounts shown for mineral property interests are 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 mineral property interests, obtaining the necessary permits to mine, and on future profitable production or proceeds from the disposition or option of the mineral property interests. The carrying amounts of mineral properties are based on costs incurred to date, and do not necessarily represent present or future values.

These financial statements are prepared on the basis that the Company will continue as a going concern, which assumes that the Company will be able to continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities and commitment in the normal course of operations. The Company does not have revenues and has incurred operating losses since incorporation. As at December 31, 2024, the Company had working capital of $415,360 (December 31, 2023 – $591,487), and shareholders' equity of $5,158,405 (December 31, 2023 – $4,103,173).

The Company has historically relied and equity financing to cover its expenses and management has assessed that additional funding will be required to continue current operations and further advance its existing mineral property interests in the upcoming year. If the Company is unable to raise additional private placement funds or obtain other sources of financing, management expects that the Company will need to curtail operations, seek additional capital on less favorable terms, and/or pursue other remedial measures, or cease operations. There is a material uncertainty related to these conditions that may cast significant doubt on the Company's ability to continue as a going concern, and the Company may be unable to realize its assets and discharge its liabilities in the normal course of business.

Material accounting policies

(a) Basis of presentation

These annual financial statements (the "financial statements") have been prepared in accordance with IFRS Accounting Standards ("IFRS"), as issued by the International Accounting Standards Board ("IASB") and interpretations of the IFRS Interpretations Committee ("IFRIC").

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

All amounts on these financial statements are presented in Canadian dollars which is the functional currency of the Company.

(b) New accounting policies

The Company adopted the following amendment to IFRS Accounting Standards that are mandatorily effective for accounting periods beginning on or after January 1, 2024. Their adoption has not had a material impact on disclosures or amounts reported in these financial statements.

Trifecta Gold Ltd.

Notes to the Financial Statements

(Expressed in Canadian Dollars)

For the years ended December 31, 2024 and December 31, 2023

2. Material accounting policies (continued)

(b) New accounting policies (continued)

Amendments to IAS 1 - Presentation of Financial Statements

In October 2022, the IASB issued amendments to IAS 1, Presentation of Financial Statements titled non-current liabilities with covenants. These amendments sought to improve the information that an entity provides when its right to defer settlement of a liability is subject to compliance with covenants within 12 months after the reporting period. These amendments to IAS 1 override but incorporate the previous amendments, Classification of liabilities as current or noncurrent, issued in January 2020, which clarified that liabilities are classified as either current or non-current depending on the rights that exist at the end of the reporting period. Liabilities should be classified as non-current if an entity has a substantive right to defer settlement for at least 12 months at the end of the reporting period.

Amendments to IAS 7 and IFRS 7 - Supplier Finance Arrangements

In May 2023, the IASB issued amendments to IAS 7, Statement of Cash Flows and IFRS 7, Financial Instruments Disclosures to provide guidance on disclosures related to supplier finance arrangements that enable users of financial statements to assess the effects of these arrangements on the entity's liabilities and cash flows and on the entity's exposure to liquidity risk.

(c) Financial instruments

The Company classifies its financial instruments in the following categories: as fair value through profit or loss ("FVTPL"), financial assets at amortized cost, or as fair value through other comprehensive income ("FVTOCI"). The classification depends on the purpose for which the financial assets or liabilities were acquired or incurred. Management determines the classification of financial assets and liabilities at initial recognition.

(i) Non-derivative financial assets and liabilities

Recognition

The Company recognizes financial assets and financial liabilities on the date the Company becomes a party to the contractual provisions of the instruments. At initial recognition, the Company measures a financial instrument at its fair value with adjustments for, in the case of a financial instrument not at FVTPL, transaction costs that are directly attributable to the acquisition or assumption of the financial instrument. Transaction costs of financial instruments carried at FVTPL are expensed in profit or loss.

Classification

The Company classifies its financial assets and financial liabilities using the following measurement categories:

(a) Those to be measured subsequently at fair value (either through other comprehensive income (loss) or through profit or loss); and
(b) Those to be measured at amortized cost.

The classification of financial assets depends on the business model for managing the financial assets and the contractual terms of the instrument. Financial liabilities are classified as those to be measured at amortized cost unless they are designated as those to be measured subsequently at FVTPL (an irrevocable election at the time of recognition).

The Company reclassifies financial assets when and only when its business model for managing those assets changes. Financial liabilities are not reclassified. The Company derecognizes financial liabilities only when its obligations under the financial liabilities are discharged, cancelled or expired.

Trifecta Gold Ltd.

Notes to the Financial Statements

(Expressed in Canadian Dollars)

For the years ended December 31, 2024 and December 31, 2023

2. Material accounting policies (continued)

(c) Financial instruments (continued)

(i) Non-derivative financial assets and liabilities (continued)

Classification (continued)

When the Company holds marketable securities, they are classified as FVTPL. Marketable securities held in companies with an active market are classified as current assets at fair value. Marketable securities held in non-public companies without an active market are classified as non-current assets and are valued at fair value. In situations where fair value is indeterminable or impracticable to determine, the shares are recorded at cost. This may occur when non-public company shares are received as payment for mineral property interests. In such situations cost is determined by reference to the issue price of similar shares issued by the non-public entity for cash, at or near the time of issue of the investment shares, and in similar volumes. When, at future measurement dates fair value is still indeterminable, or impracticable, cost is used as the measure of fair value. Whenever there is relevant information about the performance and operations of the investee that becomes available after the date of initial recognition the Company measures fair value, using an applicable fair value technique.

The Company's financial instruments consist of cash and cash equivalents and reclamation bond and are classified as FVTPL and are subsequently measured at fair value.

(ii) Derivative financial assets

Warrants are classified as derivative financial assets and are recorded at FVTPL. Warrants without an active market that are received as attachments to common share units are initially recorded at nominal amounts. At the time of purchase the total unit cost is allocated in full to each common share. Subsequent value is determined at measurement date using a valuation technique, such as the Black-Scholes option pricing model, or when the valuation technique input variables are not reliable, using the intrinsic value, which is equal to the higher of the market value of the underlying security, less the exercise price of the warrant, or zero. The Company does not own any warrants as at December 31, 2024 and 2023.

(iii) Financial liabilities

The Company has the following financial liabilities: accounts payable and accrued liabilities, and accounts payable to related parties.

Such financial liabilities are recognized initially at fair value plus any directly attributable transaction costs. Subsequent to initial recognition these financial liabilities are measured at amortized cost using the effective interest method. The effective interest rate is the rate that discounts estimated future cash flows over the expected life of the financial instrument, or where appropriate, a shorter period. Interest expense is recorded to profit or loss.

(d) Mineral property interests

The acquisition costs of mineral property interests and any subsequent exploration and evaluation costs are capitalized until the property to which they relate is placed into production, sold, allowed to lapse or abandoned. Exploration and evaluation costs incurred prior to obtaining ownership, or the right to explore a property, are expensed as incurred as property examination costs. Mineral property interests that have close proximity and have the possibility of being developed as a single mine are grouped as projects and are considered separate cash generating units ("CGU") for the purpose of determining future mineral reserves and impairments.

The acquisition costs include the cash consideration paid and the fair value of any shares issued for mineral property interests being acquired or optioned pursuant to the terms of relevant agreements.

Trifecta Gold Ltd.

Notes to the Financial Statements

(Expressed in Canadian Dollars)

For the years ended December 31, 2024 and December 31, 2023

2. Material accounting policies (continued)

(d) Mineral property interests (continued)

Proceeds received from a partial sale or option of any interest in a property are credited against the carrying value of the property. When the proceeds exceed the carrying costs the excess is recorded in profit or loss in the period the excess is received. When all of the interest in a property is sold, subject only to any retained royalty interests which may exist, the accumulated property costs are written-off, with any gain or loss included in profit or loss in the period the transaction takes place. No initial value is assigned to any retained royalty interest. The gain or loss on sale includes the estimated fair value of the retained royalty interests at the time of sale.

Management reviews its mineral property interests at each reporting period for signs of impairment and annually after each exploration season, taking into consideration current year exploration results, or expectations for the disposition or option of the property. If a property is abandoned or inactive for a prolonged period, or considered to have no future economic potential, the acquisition and deferred exploration and evaluation costs are written-off to profit or loss.

Once an economically viable resource has been determined for an area and the decision to proceed with development has been approved, mineral property interests attributable to that area are first tested for impairment and then reclassified to property and equipment. Subsequent recovery of the resulting carrying value depends on successful development or sale of the undeveloped project. Should a project be put into production, the costs of acquisition, exploration and evaluation will be amortized over the life of the project based on proven and probable reserves. If the carrying value of a project exceeds the higher of its fair value less costs of disposal and value in use, an impairment provision is recorded.

When the Company has complied with the conditions attached to a government grant, and has assurance that the grant will be received, the government grant is recorded as a reduction of the carrying amount of the mineral property interest. The Company records refundable mineral exploration tax credits or incentive grants on an accrual basis and as a reduction of the carrying value of the mineral property interest. When the Company is entitled to non-refundable exploration tax credits, and it is probable that they can be used to reduce future taxable income, a deferred tax benefit is recognized.

(e) Impairment

(i) Financial assets

The Company assesses all information available, including on a forward-looking basis, the expected credit losses associated with its assets carried at amortized cost. The impairment methodology applied depends on whether there has been a significant increase in credit risk. To assess whether there is a significant increase in credit risk, the Company compares the risk of a default occurring on the asset as of the reporting date, with the risk of default as at the date of initial recognition, based on all information available, and reasonable and supportive forward-looking information.

(ii) Non-financial assets

Non-financial assets are reviewed quarterly by management for indicators that the carrying value is impaired and may not be recoverable. When indicators of impairment are present the recoverable amount of an asset is evaluated at the CGU level, which is the smallest identifiable group of assets that generates cash inflows that are largely independent of the cash inflows from other assets or groups of assets. The recoverable amount of a CGU is the greater of the CGU's fair value less costs of disposal and its value in use. An impairment loss is recognized in profit or loss to the extent that the carrying amount exceeds the recoverable amount. The Company's mineral property interest impairment policy is more specifically discussed in note 2(d) above.

Trifecta Gold Ltd.

Notes to the Financial Statements

(Expressed in Canadian Dollars)

For the years ended December 31, 2024 and December 31, 2023

2. Material accounting policies (continued)

(f) Share capital

Common shares are classified as equity. Transaction costs directly attributable to the issue of common shares and share options are recognized as a deduction from equity, net of any tax effects. Common shares issued for consideration other than cash are measured based on their fair value at the date the shares are issued.

The Company has adopted the residual value method with respect to the measurement of shares and warrants issued as private placement units. The residual value method first allocates value to the more reliably measurable component based on fair value and then the residual value, if any, to the less reliably measurable component. The Company considers the fair value of common shares issued in a private placement to be the more reliably measurable component and the common shares are valued at their fair value, as determined by the closing quoted bid price on the issue date. The balance, if any, is allocated to the attached warrants. Any value attributed to the warrants is recorded as reserves. When a warrant is cancelled or expires, the initial recorded value is reversed from reserves and credited to share capital or deficit, depending on the accounting on issuance.

(g) Flow-through share private placements

As an incentive to complete private placements the Company may issue common shares, which by agreement are designated as flow-through shares. Such agreements require the Company to spend the funds from these placements on qualified exploration expenditures and renounce the expenditures and income tax benefits to the flow-through shareholders, resulting in no exploration deductions for income tax purposes to the Company.

The shares may be issued at a premium to the trading value of the Company's common shares at the date the private placement is announced. On issue, share capital is increased only by the non-flow-through share quoted price. Any premium is recorded as a flow-through share premium liability.

The flow-through share premium liability are recorded on a pro-rata basis as the required exploration expenditures are completed and renounced to the flow-through shareholders.

(h) Share-based payment transactions

The Company has a stock option plan that provides for the granting of options to Officers, Directors, related company employees and consultants to acquire shares of the Company. The fair value of the options is measured on grant date and is recognized as an expense with a corresponding increase in reserves as the options vest.

Options granted to employees and others providing similar services are measured at the grant date at the fair value of the instruments issued. Fair value is determined using the Black-Scholes option pricing model taking into account the terms and conditions upon which the options were granted. The amount recognized as an expense is adjusted to reflect the actual number of stock options that are expected to vest. Each tranche in an award with graded vesting is considered a separate grant with a different vesting date and fair value and measured accordingly.

Options granted to non-employees are measured at the fair value of the goods or services received, unless that fair value cannot be estimated reliably, in which case the fair value of the equity instruments issued is used. The value of the goods or services is recorded at the date the Company obtains the goods or the counterparty renders service.

Over the vesting period, share-based payments are recorded as an expense and as reserves. When options are exercised the consideration received is recorded as share capital. In addition, the related share-based payments originally recorded as contributed surplus are transferred to share capital. When an option is cancelled or expires, the initial recorded value is reversed from reserves and credited to deficit.

Trifecta Gold Ltd.

Notes to the Financial Statements

(Expressed in Canadian Dollars)

For the years ended December 31, 2024 and December 31, 2023

2. Material accounting policies (continued)

(i) Environmental rehabilitation

An obligation to incur restoration, rehabilitation and environmental costs arises when environmental disturbance is caused by the exploration, development or ongoing production of a mineral property interest. The estimated costs arising from the decommissioning of plant and other site preparation work, discounted to their net present value, are determined, and capitalized at the start of each project to the carrying amount of the asset, as soon as the obligation to incur such costs arises. Discount rates, using a pre-tax rate that reflects the time value of money, are used to calculate the net present value. These costs are charged against profit or loss over the economic life of the related asset, through amortization using the unit-of-production method. The related liability is adjusted at each reporting date for accretion, for changes to the current market-based discount rate, and for changes to the amount or timing of the underlying cash flows needed to settle the obligation. Costs for restoration of subsequent site damage which is created on an ongoing basis during production are provided for at their net present values and charged against profit or loss as extraction progresses.

The Company has no known restoration, rehabilitation or environmental costs, of any significance, related to its mineral property interests.

(j) Income taxes

Income tax expense is comprised of current and deferred taxes. Current income tax and deferred tax are recognized in profit or loss, except to the extent that they relate to items recognized directly in equity.

Current income tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years.

Deferred tax is recognized in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the reporting date. Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current income tax liabilities and assets, and they relate to income taxes levied by the same tax authority for the same taxable entity. A deferred tax asset is recognized for unused tax losses, tax credits and deductible temporary differences, to the extent that it is probable that future taxable income will be available against which they can be utilized. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related income tax benefit will be realized.

(k) Earnings (loss) per share

The Company presents basic and diluted earnings (loss) per share ("EPS") data for its common shares. Basic EPS is calculated by dividing the profit or loss attributable to common shareholders of the Company by the weighted average number of common shares outstanding during the year, adjusted for own shares held. Diluted EPS is determined by dividing the profit attributable to common shareholders by the weighted average number of common shares outstanding, adjusted for own shares held and for the effects of all potential dilutive common shares related to outstanding stock options and warrants issued by the Company for the years presented, except if their inclusion proves to be anti-dilutive. Diluted loss per share is equivalent to basic loss per share, as the potential dilutive instruments would be anti-dilutive.

Trifecta Gold Ltd.

Notes to the Financial Statements

(Expressed in Canadian Dollars)

For the years ended December 31, 2024 and December 31, 2023

2. Material accounting policies (continued)

(I) Use of estimates and critical judgments

The preparation of financial statements requires management to make estimates and judgments that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of income and expenses during the year. Actual results could differ from those estimates and judgments. Those areas requiring the use of management estimates and judgments include:

Estimates

(i) Option or sale agreements, under which the Company may receive shares as payment, require the Company to determine the fair value of the shares received. Many factors can enter into this determination, including, if public shares, the number of shares received, the trading value of the shares, and volume of shares, and if non-public shares, the net asset value of the investee, which includes the fair value of any claims under option or sale. This determination is subjective and changes in the assumptions underlying the estimate could have a material impact on the financial statements.

(ii) The determination of the fair value of stock options or compensatory warrants using stock pricing models requires the input of highly subjective assumptions, including expected price volatility and forfeiture rates. Changes in the assumptions could materially affect the fair value estimate, and the resulting amounts recognized for share-based payments.

Judgments

(i) The carrying amount of mineral property interests is the aggregate of the historical costs incurred less any impairments recognized, and is not representative of the valuation or any other measurement. It is reasonably possible, based on existing knowledge, that a change in future conditions could require a material change in the recognized amount. Management is required, at each reporting date, to review its mineral property interests for signs of impairment. This is a highly subjective process taking into consideration exploration results, metal prices, exploration and evaluation economics, financing prospects and sale or option prospects. Management makes these judgments based on information available, but there is no certainty that a property is or is not impaired. Although the Company has taken steps to verify title to mineral properties in which it has an interest, these procedures do not guarantee the Company's title. Such properties may be subject to prior agreements or transfers and title may be affected by undetected defects.

(ii) The determination of deferred tax assets or liabilities requires subjective assumptions regarding future income tax rates and the likelihood of utilizing tax carry-forwards. Changes in these assumptions could materially affect the recorded amounts within the next fiscal year.

Trifecta Gold Ltd.
Notes to the Financial Statements
(Expressed in Canadian Dollars)
For the years ended December 31, 2024 and December 31, 2023

2. Material accounting policies (continued)

(m) Standards issued but not yet effective

The Company has not yet adopted certain new standards, amendments and interpretations to existing standards as outlined below, which have been published but are only effective for accounting periods beginning on or after January 1, 2025 or later periods.

IFRS 18 Presentation and Disclosure in Financial Statements

In April 2024, the IASB issued IFRS 18 Presentation and Disclosure in Financial Statements. This standard aims to improve the consistency and clarity of financial statement presentation and disclosures by providing updated guidance on the structure and content of financial statements. Key changes include enhanced requirements for the presentation of financial performance, financial position, and cash flows, as well as additional disclosures to improve transparency and comparability. In addition, IFRS 18 requires entities to classify income and expenses into five categories, three of which are new – i.e. operating, investing and financing – and the income tax and discontinued operation categories.

The new standard sets out detailed requirements for classifying income and expenses into each category. These amendments are effective for annual periods beginning on or after January 1, 2027. The Company is currently assessing the impact that the adoption of IFRS 18 will have on its financial statements.

IFRS 9 Financial Instruments

IFRS 9 requires entities to recognize financial assets and liabilities when they become party to the contractual terms and to measure them initially at fair value, adjusted for directly attributable transaction costs where applicable. The standard is being clarified to provide better guidance on the derecognition of financial liabilities, which can impact bank reconciliation processes, especially during debt restructuring based on the timing of payments on financial liabilities as compared to the actual settlement of those debts. This clarification may result in a change in the derecognition timing of financial liabilities in situations where electronic payments are involved. The Company is currently assessing the impact that the adoption of this clarification of IFRS 9 will have on its financial statements.

3. Cash and cash equivalents

Cash and cash equivalents consist of the following:

	December 31, 2024	December 31, 2023
	$	$
Bank and broker balances	3,783	15,269
Cashable investment certificates	306,196	543,234
	309,979	558,503

4. Receivables and prepayments

Receivables and prepayments consist of the following:

	December 31, 2024	December 31, 2023
	$	$
Prepaid expenses	46,957	31,966
Sales tax recoverable	15,981	2,748
Other accrued receivables	-	255
Yukon mineral exploration grant receivable (note 5(a)(i)(ii), 5(b))	100,000	50,087
	162,938	85,056

Trifecta Gold Ltd.

Notes to the Financial Statements

(Expressed in Canadian Dollars)

For the years ended December 31, 2024 and December 31, 2023

5. Mineral property interests

The Company's mineral property interests consist of exploration stage properties located in Canada (Yukon Territory and British Columbia) and the United States (Nevada). The properties have been grouped into those which are wholly-owned projects, projects under option from other parties, and others.

Changes in the project carrying amounts for the year ended December 31, 2023 are summarized as follows:

| | January 1, 2023
$ | Acquisitions/staking/assessments
$ | Exploration and evaluation
$ | December 31, 2023
$ |
| --- | --- | --- | --- | --- |
| Wholly-owned projects | | | | |
| Eureka | 1,340,247 | - | 58,402 | 1,398,649 |
| Treble | 213,715 | 2,978 | 60,563 | 277,256 |
| Yuge | 1,669,319 | 18,946 | 98,421 | 1,786,686 |
| Total | 3,223,281 | 21,924 | 217,386 | 3,462,591 |
| Wholly-owned and under option project | | | | |
| Trident - wholly-owned claims | | | | |
| Squid | 1 | - | - | 1 |
| Total all projects | 3,223,282 | 21,924 | 217,386 | 3,462,592 |

Exploration and evaluation expenditures on the projects consisted of the following:

| Year ended December 31, 2023 | Eureka
$ | Treble
$ | Yuge
$ | Total
$ |
| --- | --- | --- | --- | --- |
| Assays | 1,928 | 13,098 | 10,814 | 25,840 |
| Field | 36,517 | 11,355 | 7,772 | 55,644 |
| Helicopter and fixed wing | 250 | 19,101 | - | 19,351 |
| Labour | 42,017 | 41,652 | 48,094 | 131,763 |
| Surveys | - | - | 24,568 | 24,568 |
| Travel and accomodation | 273 | 2,861 | 7,173 | 10,307 |
| Total | 80,985 | 88,067 | 98,421 | 267,473 |
| Less: mineral exploration credits (note 5(a)(ii)) | (22,583) | (27,504) | - | (50,087) |
| Total | 58,402 | 60,563 | 98,421 | 217,386 |

Trifecta Gold Ltd.

Notes to the Financial Statements

(Expressed in Canadian Dollars)

For the years ended December 31, 2024 and December 31, 2023

5. Mineral property interests (continued)

Changes in the project carrying amounts for the year ended December 31, 2024 are summarized as follows:

	January 1, 2024 $	Acquisitions/ staking/ assessments $	Exploration and evaluation $	Write-offs $	December 31, 2024 $
Wholly-owned projects
Eureka	1,398,649	3,629	12,189	-	1,414,467
Treble	277,256	3,225	1,714	-	282,195
Yuge	1,786,686	22,690	77	-	1,809,453
Total	3,462,591	29,544	13,980	-	3,506,115
Wholly-owned and under option projects
Trident - wholly-owned claims
Squid	1	-	-	(1)	-
	1	-	-	(1)	-
Projects under option from other parties
Husky	-	499	-	-	499
Lance	-	14,241	93,638	-	107,879
Leah	-	557	-	-	557
Leroy	-	1,450	-	-	1,450
Liam	-	4,629	-	-	4,629
Lisa	-	2,119	-	-	2,119
Lois	-	2,676	-	-	2,676
Luke	-	893	-	-	893
Mt. Hinton	-	20,746	953,296	-	974,042
Naws	-	560	-	-	560
Rye	-	765	87,450	-	88,215
	-	49,135	1,134,384	-	1,183,519
Total all projects	3,462,592	78,679	1,148,364	(1)	4,689,634

Exploration and evaluation expenditures on the projects consisted of the following:

Year ended December 31, 2024	Eureka $	Treble $	Yuge $	Lance $	Mt. Hinton $	Rye $	Total $
Assays	-	-	7	26,643	27,791	23,720	78,161
Drilling	-	-	-	-	203,052	-	203,052
Field	695	86	70	17,002	227,792	16,623	262,268
Helicopter and fixed wing	-	-	-	33,151	9,760	17,096	60,007
Labour	13,731	1,628	-	63,014	278,918	52,179	409,470
Surveys	180	-	-	270	157,712	24,295	182,457
Travel and accommodation	-	-	-	3,558	48,271	3,537	55,366
Total	14,606	1,714	77	143,638	953,296	137,450	1,250,781
Less: mineral exploration credits (notes 5(a)(i)(b))	(2,417)	-	-	(50,000)	-	(50,000)	(102,417)
Total	12,189	1,714	77	93,638	953,296	87,450	1,148,364

Trifecta Gold Ltd.

Notes to the Financial Statements

(Expressed in Canadian Dollars)

For the years ended December 31, 2024 and December 31, 2023

5. Mineral property interests (continued)

(a) Wholly-owned projects

(i) Eureka

The Eureka project consists of a 100% interest in the Eureka mineral claims located in the Dawson Mining District, Yukon Territory. The project was acquired in December 2016 by the issue of 2,812,500 common shares at $0.40 per share for an aggregate cost of $1,125,000. The claims are subject to a 1% net smelter return royalty ("NSR").

During the year ended December 31, 2023, the Company was approved to receive financial assistance from the Yukon Government on qualified exploration expenditures on this project. An amount of $22,583 was earned, which was recorded as a reduction of 2023 exploration expenditures. The amount was received during the year ended December 31, 2024. An additional accrual of $2,417 was made during the year ended December 31, 2024, which was received during the same year.

(ii) Treble

The Treble project consists of a 100% interest in the LLL mineral claims located in the Dawson Mining District, Yukon Territory. The project was acquired in December 2016 by the issue of 287,500 common shares at $0.40 per share for an aggregate cost of $115,000. The claims are not subject to any royalty interests.

During the year ended December 31, 2022, the Company was approved to receive financial assistance from the Yukon Government on qualified exploration expenditures on this project. An amount of $28,123 was earned, which was recorded as a reduction of 2022 exploration expenditures. The amount was received during the year ended December 31, 2023.

During the year ended December 31, 2023, the Company was approved to receive financial assistance from the Yukon Government on qualified exploration expenditures on this project. An amount of $27,504 was earned, which was recorded as a reduction of 2023 exploration expenditures. The amount was received during the year ended December 31, 2024.

(iii) Yuge

On February 27, 2018, the Company signed a letter of intent, which was subsequently replaced with a definitive agreement (the "Option Agreement"), to option from Silver Range Resources Ltd. ("Silver Range") up to a 75% interest in Silver Range's Yuge property, which is located in Nevada, USA.

Under the agreement, the Company reimbursed Silver Range staking and recording costs of $9,066.

On July 7, 2020, the Option Agreement was replaced with a Property Purchase Agreement (the "PP Agreement"). Pursuant to the terms of the PP Agreement, and during the year ended December 31, 2021, the Company acquired a 100% interest in the Yuge Property by:

Issuing to Silver Range that number of common shares equal to 9.9% of the total number of issued and outstanding common shares of the Company immediately following the closing of the first $500,000 of a financing (issued 1,199,403 shares at a fair value of $359,821);
Reimbursing Silver Range for property maintenance payments, rentals and filing fees made to maintain the property in good standing until September 1, 2021 (paid, $15,734); and
Paying Silver Range $250,000, in cash or deemed value in shares, on or before July 7, 2021 (issued 553,097 shares at a fair value of $250,000).

On completion of the PP Agreement, Silver Range retained a 2% NSR from the commercial production of any mineral products on the property. The Company has the right to purchase one-half of the NSR for $1,000,000. Additionally, Silver Range is entitled to receive a one-time cash payment of US$2 per ounce of gold or equivalent identified in a NI 43-101 compliant technical report of a measured or indicated mineral resource or proven or probable mineral reserve.

Trifecta Gold Ltd.

Notes to the Financial Statements

(Expressed in Canadian Dollars)

For the years ended December 31, 2024 and December 31, 2023

5. Mineral property interests (continued)

(a) Wholly-owned projects (continued)

(iv) Trident

The Trident project consists of the Squid claims, which were wholly-owned. The Squid claims are located in the Dawson Mining District, Yukon Territory, and were acquired by staking. During the year ended December 31, 2022, the Company recorded an impairment charge of $303,117 on these claims, as management had no budgeted exploration programs in place. During the year ended December 31, 2024, the Company did not renew their interest in the Squid claims and wrote-off $1 in nominal carrying costs.

(b) Projects under option from other parties

On March 21, 2024, the Company entered into a Property Option Agreement (the "PO Agreement") (which superseded a binding Letter of Intent dated March 1, 2024) with Strategic Metals Ltd. ("Strategic"), whereby the Company has the option to earn a 100% interest in eleven mineral properties located in the Mayo and Watson Lake Mining Districts, Yukon Territory. These properties include: (a) Mt. Hinton, (b) Rye, (c) Lance, (d) Liam, (e) Lois, (f) Leroy, (g) Luke, (h) Leah, (i) Lisa, (j) Husky, and (k) Naws.

Pursuant to the PO Agreement, the obligations of the Company were first subject to the Company obtaining TSX-V acceptance of the following: (a) a share consolidation using a 4:1 consolidation ratio (completed – see note 1); and (b) the property option transaction contemplated under the PO Agreement (collectively, the "Initial Criteria") (completed).

On completion of the Initial Criteria, the Company has the right to earn an initial 70% interest (the "First Option") in the properties by issuing to Strategic that number of common shares such that Strategic will hold an aggregate 9.99% of the issued and outstanding common shares of the Company (inclusive of Strategic's current shareholdings, but pre-unit offering completed in June 2024). These shares were issued during the year ended December 31, 2024 (see note 6). Further, the Company is required to incur aggregate exploration expenditures of $6,000,000 on the properties based on the following schedule:

(i) $500,000 on or before December 31, 2024 (criteria met);
(ii) An additional $1,000,000 on or before December 31, 2025;
(iii) An additional $1,500,000 on or before December 31, 2026; and
(iv) An additional $3,000,000 on or before December 31, 2027.

The Company has the right to satisfy the exploration expenditure requirements and exercise the First Option by incurring aggregate expenditures of $6,000,000 at any time prior to December 31, 2027.

Upon the Company having exercised the First Option, Strategic will be deemed to have granted the Company an option to acquire an additional 30% interest (the "Second Option") in the properties. The Company may exercise the Second Option by issuing to Strategic, on or before February 28, 2028, the lesser of: (a) 8,920,000 additional common shares, or (b) that number of common shares equal to 9.99% of the issued and outstanding common shares of the Company, following the issuance of the Second Option shares.

At the time the First Option is exercised, Strategic shall be deemed to have retained a 1% NSR in any and all future proceeds from commercial production from the properties (the "First Royalty"). At the time the Second Option is exercised, Strategic shall be deemed to have retained a 1% NSR in any and all future proceeds from commercial production from the properties (the "Second Royalty"). At any time prior to the commencement of commercial production from a mine on any of the properties, the Company shall have the irrevocable right to purchase the Second Royalty from Strategic. The consideration to be received by Strategic shall be 1,500 ounces of gold or the cash equivalent, based on the afternoon closing price of gold in USD on the London Bullion Market on the date that the Company exercises its rights to purchase the Second Royalty.

Upon the exercise of the First Option and the termination of the Second Option, the Company and Strategic will be deemed to have formed a 70/30 joint venture, with the Company acting as the operator. If at any time a party's interest is reduced to below 10% under a straight-line dilution calculation contained in a formal joint venture agreement, it shall be deemed to have converted its interest proportionately to the other party in consideration of the right to receive a 1% NSR related to all future proceeds from commercial production from a mine on any of the properties.

Trifecta Gold Ltd.

Notes to the Financial Statements

(Expressed in Canadian Dollars)

For the years ended December 31, 2024 and December 31, 2023

5. Mineral property interests (continued)

(b) Projects under option from other parties (continued)

During the year ended December 31, 2024, the Company was approved to receive financial assistance from the Yukon Government on qualified exploration expenditures on the Lance project. An amount of $50,000 was earned, which was recorded as a reduction of 2024 exploration expenditures (note 4).

During the year ended December 31, 2024, the Company was approved to receive financial assistance from the Yukon Government on qualified exploration expenditures on the Rye project. An amount of $50,000 was earned, which was recorded as a reduction of 2024 exploration expenditures (note 4).

(c) Others

(i) Triple Crown

The Company retains a 0.5% NSR on the Triple Crown Project which consists of the OOO mineral claims located in Dawson Mining District, Yukon Territory. The NSR can be purchased by the claim owner at any time for a cash payment of $500,000.

(ii) Handsome Jack

The Company retains a 1% NSR on the Handsome Jack project which consists of the Never Sweat mineral claims located in the Golden Triangle region of British Columbia. One-half of the NSR can be purchased by the claim owner at any time for a cash payment of $500,000.

(d) Reclamation bond

The reclamation bond is pledged to the Bureau of Land Management (Nevada) to ensure specified properties are properly restored after exploration. Management has determined that the Company has no material reclamation work related to the properties requiring the deposit.

6. Share capital

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

Transactions for the issue of share capital during the year ended December 31, 2024:

On June 28, 2024, the Company completed a private placement consisting of the issue of 9,859,934 units at a price of $0.15 per unit for gross proceeds of $1,478,990. Each unit is comprised of one common share and one-half of one share purchase warrant, with each whole warrant exercisable at a price of $0.25 until June 28, 2025. No value was allocated to the warrant component of the units sold.

Finders' fees totaling $19,665 were incurred in respect of the unit offering. The Company also issued a total of 126,000 finders' warrants, exercisable into a common share of the Company at a price of $0.25 until June 28, 2025. The finders' warrants were valued at $6,500 using the Black-Scholes option pricing model. Legal and filing fees amounted to $17,000 and were recorded as a share issue costs and deducted from share capital.

On July 9, 2024, the Company issued 305,000 common shares to Strategic in connection with the PO Agreement (note 5(b)). The shares had a fair value of $39,650 on issuance ($0.13 per share).

Transactions for the issue of share capital during the year ended December 31, 2023:

There were no transactions for the issue of share capital during the year ended December 31, 2023.

Trifecta Gold Ltd.

Notes to the Financial Statements

(Expressed in Canadian Dollars)

For the years ended December 31, 2024 and December 31, 2023

6. Share capital (continued)

Stock options

The Company has an incentive stock option plan (the "Plan"), under which the maximum number of stock options issued cannot exceed 10% of the Company's currently issued and outstanding common shares. The exercise period for any options granted under the Plan cannot exceed ten years. The exercise price of options granted under the Plan cannot be less than the "discounted market price" of the common shares (defined as the last closing market price of the Company's common shares immediately preceding the issuance of a news release announcing the granting of the options, or the date of grant in respect of options granted to consultants, less a discount of from 15% to 25%), unless otherwise agreed to by the Company and accepted by the TSX-V.

A participant who is not a consultant conducting investor relations activities, who is granted an option under the plan with exercise prices at or above "Market Price" will have their options vest immediately, unless otherwise determined by the Board of Directors. A participant who is granted an option under the plan with exercise prices below "Market Price" will become vested with the right to exercise one-sixth of the option upon conclusion of every three months subsequent to the grant date. A participant who is a consultant conducting investor relations activities who is granted options under the plan will become vested with the right to exercise one-quarter of the options upon conclusion of every three months subsequent to the grant date.

A summary of the status of the Company's stock options as at December 31, 2024 and December 31, 2023 and changes during the years then ended is as follows:

	Year ended December 31, 2024		Year ended December 31, 2023
	Options #	Weighted average exercise price $	Options #	Weighted average exercise price $
Options outstanding, beginning of year	865,000	0.32	806,250	0.32
Granted	1,485,000	0.15	62,500	0.32
Cancelled	(62,500)	0.32	(3,750)	0.32
Options outstanding, end of year	2,287,500	0.21	865,000	0.32

As at December 31, 2024, the Company has stock options outstanding and exercisable as follows:

Options outstanding #	Options exercisable #	Exercise price $	Weighted average remaining life (years)	Expiry date
515,000	515,000	0.32	0.88	November 17, 2025
100,000	100,000	0.40	1.51	July 6, 2026
62,500	62,500	0.32	2.07	January 25, 2027
62,500	62,500	0.32	2.21	March 16, 2027
62,500	62,500	0.32	3.84	November 3, 2028
1,485,000	371,250	0.15	4.58	July 29, 2029
2,287,500	1,173,750		3.46

On July 29, 2024, the Company granted 1,485,000 stock options to Directors, Officers, and consultants. The options vest quarterly over a period of one year and are exercisable at $0.15 until July 29, 2029. The Company has recorded the fair value of all options granted using the Black-Scholes option pricing model. Share-based payments expense was calculated using the following assumptions: expected life of options - five years, expected stock price volatility - 125.00%, no dividend yield, and a risk-free interest rate yield - 3.21%. Using the above assumptions, the fair value of options was $0.12 per option, for a total of $182,531.

Trifecta Gold Ltd.

Notes to the Financial Statements

(Expressed in Canadian Dollars)

For the years ended December 31, 2024 and December 31, 2023

6. Share capital (continued)

Stock options (continued)

On November 3, 2023, the Company granted 62,500 stock options to a Director. The stock options vest quarterly over a period of one year and are exercisable at $0.32 until November 3, 2028. The Company has recorded the fair value of all options granted using the Black-Scholes option pricing model. Share-based payments expense was calculated using the following assumptions: expected life of options - five years, expected stock price volatility – 125.00%, no dividend yield, and a risk-free interest rate yield – 1.56%. Using the above assumptions, the fair value of options was $0.08 per option, for a total of $5,651.

The total share-based payments expense for the year ended December 31, 2024 was $100,718 (2023 - $1,968), which is presented as an operating expense, and includes only options that vested during the year.

During the year ended December 31, 2024, 62,500 stock options were cancelled. As a result, the original share-based payment expense of $16,787 was reversed from reserves and credited to deficit. During the year ended December 31, 2023, 3,750 stock options were cancelled. As a result, the original share-based payment expense of $1,007 was reversed from reserves and credited to deficit.

Warrants

As an incentive to complete private placements, the Company may issue units which consist of common shares and common share purchase warrants.

A summary of the status of the Company's warrants as at December 31, 2024 and December 31, 2023, and changes during the years then ended is as follows:

	Year ended December 31, 2024		Year ended December 31, 2023
	Warrants #	Weighted average exercise price $	Warrants #	Weighted average exercise price $
Warrants outstanding, beginning of year	-	-	5,099,400	0.80
Private placement warrants issued	4,929,967	0.25	-	-
Finders' warrants issued	126,000	0.25	-	-
Private placement warrants expired	-	-	(5,000,000)	0.80
Finders' warrants expired	-	-	(99,400)	0.80
Warrants outstanding, end of year	5,055,967	0.25	-	-

As at December 31, 2024, the Company has warrants outstanding and exercisable as follows:

Warrants outstanding #	Warrants exercisable #	Exercise price $	Weighted average remaining life (years)	Expiry date
4,929,967	4,929,967	0.25	0.49	June 28, 2025
126,000	126,000	0.25	0.49	June 28, 2025
5,055,967	5,055,967		0.49

During the year ended December 31, 2024, the Company issued 4,929,967 warrants in connection with a unit offering completed. No value was attributed to these unit warrants. Concurrently, the Company issued 126,000 finders' warrants with a fair value of $6,500, which was determined using the Black-Scholes option pricing model with the following assumptions: expected life of warrants - one year, expected stock price volatility – 125.00%, no dividend yield, and a risk-free interest rate yield – 4.02%.

Trifecta Gold Ltd.

Notes to the Financial Statements

(Expressed in Canadian Dollars)

For the years ended December 31, 2024 and December 31, 2023

6. Share capital (continued)

Warrants (continued)

During the year ended December 31, 2023, 99,400 finders' warrants expired unexercised. As a result, the original fair value of $19,400 was reversed from reserves and credited to share capital.

Reserves

Reserves, when applicable, includes the accumulated fair value of stock options recognized as share-based payments and the fair value of warrants issued on private placements (both unit warrants and finders' warrants). Reserves is increased by the fair value of these items on vesting and is reduced by corresponding amounts when the options or warrants expire or are exercised or cancelled.

7. Loss per share

The calculation of basic and diluted loss per share for the year ended December 31, 2024 is based on the loss attributable to common shareholders of $527,461 (2023 - $203,152) and a weighted average number of common shares outstanding of 25,181,441 (2023 – 20,024,822).

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

8. Related party payables and transactions

The Company's related parties include key management personnel, and companies in which they have control or significant influence over the financial or operating policies of those entities. Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the entity, directly or indirectly, including any director (whether executive or otherwise) of that entity. There were no loans to key management personnel, or entities over which they have control or significant influence during the years ended December 31, 2024 and December 31, 2023.

No key management personnel receive salaries, non-cash benefits (other than incentive stock options), or other remuneration directly from the Company, other than noted below, and there are no contracts with them that cannot be terminated without penalty on thirty days' notice. Key management personnel participate in the Company's stock option plan.

During the year ended December 31, 2024, 1,050,000 stock options were granted to Officers and Directors having a fair value on grant date of $129,063. The options granted are exercisable at $0.15 each until July 29, 2029, and vest over a one-year period ending on July 29, 2025.

During the year ended December 31, 2024, the Company recognized $72,871 in share-based payments expense associated with stock options granted to key management in the current and prior year.

During the year ended December 31, 2023, 62,500 stock options were granted to a Director having a fair value on grant date of $5,651. These options are exercisable at $0.32 until November 3, 2028, and vest over a one-year period ending November 3, 2024.

The Company transacted with the following related parties:

(a) Archer Cathro & Associates (1981) Limited ("Archer Cathro") is a geological consulting firm that is a related party through its management contracts, which confer significant influence over operations. Charges are for mineral property management, office rent and administration.

(b) Glenn Yeadon is the Company's Secretary. He controls Glenn R. Yeadon Personal Law Corporation ("Yeadon Law Corp"), which provides the Company with legal services.

(c) Quinn Martin is the Company's CFO. He is a principal of Donaldson Brohman Martin CPA, Inc. ("DBM CPA") a firm in which he has significant influence. DBM CPA provides the Company with accounting and tax services.

Trifecta Gold Ltd.

Notes to the Financial Statements

(Expressed in Canadian Dollars)

For the years ended December 31, 2024 and December 31, 2023

8. Related party payables and transactions (continued)

(d) Richard Drechsler is the Company's President and CEO. He controls Drechsler Consulting Ltd. ("Drechsler Consulting"), which charges the Company for the management, administrative and corporate development services of Richard Drechsler.

(e) Jackson Morton is the Company's Vice President. He controls Welcome North Capital Corp. ("Welcome North"), which charges the Company for exploration consulting services.

The transactions and outstanding balances with related parties are as follows:

	Transactions Year ended December 31, 2024 $	Transactions Year ended December 31, 2023 $	Balances outstanding, December 31, 2024 $	Balances outstanding, December 31, 2023 $
Archer Cathro
- geological services	575,764	154,618	13,354	8,942
- office and administration	25,891	19,319	4,516	2,022
	601,655	173,937	17,870	10,964
Yeadon Law Corp (1)	78,360	25,190	4,860	12,245
DBM CPA	28,250	21,500	8,750	5,000
Drechsler Consulting	115,450	59,990	-	-
Welcome North	58,793	-	962	-
	882,508	280,617	32,442	28,209

(1) Transactions include share issue costs of $17,000 (2023 - $nil) for the year ended December 31, 2024.

All related party balances are unsecured and are due within thirty days without interest. The related party transactions do not include expense reimbursements or recoverable sales tax amounts that are included in the period end related party payable balances. The transactions with the key management personnel are included in expenses as follows:

(a) Management, administrative and corporate development fees
- Includes charges by Archer Cathro for administrative personnel.
- Includes services provided by Drechsler Consulting.

(b) Office rent
- Charged by Archer Cathro.

(c) Professional fees
- Includes the legal services of the Company's Secretary, Glenn Yeadon, charged to the Company by Yeadon Law Corp.
- Includes the accounting and tax services charged to the Company by DBM CPA.

(d) Mineral property expenditures
- Includes charges by Archer Cathro for exploration personnel.
- Includes charges by Welcome North for exploration consulting.

Trifecta Gold Ltd.

Notes to the Financial Statements

(Expressed in Canadian Dollars)

For the years ended December 31, 2024 and December 31, 2023

9. Income taxes

Income tax recovery varies from the amount that would be computed from applying the combined federal and provincial income tax rate to loss before income taxes as follows:

	December 31, 2024 $	December 31, 2023 $
Loss for the year before income taxes	(527,461)	(203,152)
Statutory Canadian corporate tax rate	27.00%	27.00%
Anticipated income tax recovery	142,414	54,851
Change in tax resulting from:
Share issue costs incurred	9,900	-
Unrecognized items for tax purposes	(27,194)	(505)
Tax benefits unrecognized	(125,120)	(54,346)
Income tax recovery	-	-

The significant components of the Company's unrecognized deferred tax assets are as follows:

	December 31, 2024 $	December 31, 2023 $
Mineral property interests	153,308	188,861
Capital loss carry forwards	3,143	3,143
Non-capital loss carry forwards	830,509	672,024
Share issue costs	11,884	9,696
Tax benefits unrecognized	(998,844)	(873,724)
Net deferred tax assets	-	-

As at December 31, 2024, the Company has unused non-capital losses of approximately $3,076,000 (December 31, 2023 – $2,489,000) of which $43,000 expire in 2036, $305,000 in 2037, $355,000 in 2038, $337,000 in 2039, $243,000 in 2040, $448,000 in 2041, $392,000 in 2042, $366,000 in 2043 and $587,000 in 2044.

As at December 31, 2024, the Company has unused capital losses of approximately $12,000 (December 31, 2023 - $12,000), which have no expiry dates and can only be used to reduce future income from capital gains.

As at December 31, 2024, the Company has unclaimed resource deductions in the amount of approximately $5,257,000 (December 31, 2023 – $4,162,000), which have no expiry dates and which may be deductible against future taxable income.

As at December 31, 2024, there are share issue costs totaling approximately $44,000 (December 31, 2023 – $36,000), which expire between 2045 and 2048, and which have not been claimed for tax purposes.

Income tax attributes are subject to review, and potential adjustments, by tax authorities.

Trifecta Gold Ltd.

Notes to the Financial Statements

(Expressed in Canadian Dollars)

For the years ended December 31, 2024 and December 31, 2023

10. Supplemental cash flow information

Changes in non-cash working capital during the years ended December 31, 2024 and December 31, 2023 were comprised of the following:

	December 31, 2024 $	December 31, 2023 $
Receivables and prepayments	(27,969)	(25,210)
Accounts payable and accrued liabilities	(764)	1,972
Accounts payable to related parties	(179)	3,197
Net change	(28,912)	(20,041)

The Company incurred non-cash financing and investing activities during the years ended December 31, 2024 and December 31, 2023 as follows:

	December 31, 2024 $	December 31, 2023 $
Non-cash financing activities:
Reserves on finders' warrants issued	6,500	-
Share issue costs on finders' warrants issued	(6,500)	-
Share capital issued for mineral property acquisition	39,650	-
	39,650	-
Non-cash investing activities:
Acquisition of mineral property interests by issue of share capital	(39,650)	-
Exploration expenditures included in accounts payable and related party payables	15,370	8,942
Exploration expenditures included in Yukon mineral exploration grant receivable	(100,000)	(50,087)
	(124,280)	(41,145)

During the years ended December 31, 2024 and December 31, 2023, no amounts were paid for interest or income taxes.

11. Financial risk management

Capital management

The Company is a resource exploration company and considers items included in shareholders' equity as capital. The Company has no long-term debt and does not expect to enter into any long-term debt financing. The Company manages its capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of underlying assets. In order to maintain or adjust its capital structure, the Company may issue new shares, purchase shares for cancellation pursuant to normal course issuer bids or make special distributions to shareholders. The Company is not subject to any externally imposed capital requirements and does not presently utilize any quantitative measures to monitor its capital. The Company's capital structure as at December 31, 2024 is comprised of shareholders' equity of $5,158,405 (December 31, 2023 - $4,103,173).

The Company currently has no source of revenues. In order to fund future projects and pay for operating costs, the Company will spend its existing working capital and intends to raise additional funds as needed.

There were no changes to the Company's capital management approach during year ended December 31, 2024.

Trifecta Gold Ltd.
Notes to the Financial Statements
(Expressed in Canadian Dollars)
For the years ended December 31, 2024 and December 31, 2023

11. Financial risk management (continued)

Financial instruments - fair value

The Company's financial instruments consist of cash and cash equivalents, reclamation bond, accounts payable and accrued liabilities, and accounts payable to related parties. The carrying value of accounts payable and accrued liabilities, and accounts payable to related parties approximates their fair value because of the short-term nature of these instruments.

Financial instruments measured at fair value on the statements of financial position are summarized into the following fair value hierarchy levels:

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 (i.e. as prices) or indirectly (i.e. derived from prices).

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

	Level 1 $	Level 2 $	Level 3 $	Total $
December 31, 2024
Cash and cash equivalents	309,979	-	-	309,979
Reclamation bond	53,411	-	-	53,411
	363,390	-	-	363,390
December 31, 2023
Cash and cash equivalents	558,503	-	-	558,503
Reclamation bond	49,094	-	-	49,094
	607,597	-	-	607,597

Financial instruments - risk

The Company's financial instruments can be exposed to certain financial risks, including credit risk, liquidity risk, and market risk.

(a) Credit risk

Credit risk is the risk that one party to a financial instrument will cause a financial loss for the other party by failing to discharge an obligation. The Company's maximum exposure to credit risk is the carrying amount of cash and cash equivalents, and reclamation bond. All of the Company's cash is held in financial institutions in Canada, and management believes the exposure to credit risk with respect to such institutions is not significant. The Company's exposure to and management of credit risk has not changed materially from that of the prior year.

(b) Liquidity risk

Liquidity risk is the risk that an entity will encounter difficulty in meeting obligations associated with financial liabilities that are settled by delivering cash or another financial asset. The Company manages this risk by careful management of its working capital to ensure its expenditures will not exceed available resources. The Company's exposure to and management of liquidity risk has not changed materially from that of the prior year.

Trifecta Gold Ltd.

Notes to the Financial Statements

(Expressed in Canadian Dollars)

For the years ended December 31, 2024 and December 31, 2023

11. Financial risk management (continued)

Financial instruments – risk (continued)

(c) Market risk

Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: currency risk, interest rate risk and other price risk. The Company is not exposed to material other price risk. The Company's exposure to and management of market risk has not changed materially from that of the prior year.

(i) Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is exposed to interest rate risk because of fluctuating interest rates on its cash and cash equivalents and its reclamation bond. Fluctuations in market rates do not have a significant impact on the Company due to the short term to maturity and no penalty cashable feature of its cash equivalents. For the year ended December 31, 2024, every 1% fluctuation in interest rates up or down would have impacted loss for the year, up or down, by approximately $5,000 (2023 - $8,000).

(ii) Currency risk

Currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Company is exposed to currency risk because it holds funds in United States Dollars ("USD"), which, because of fluctuating exchange rates can create gains or losses at the time the funds are converted to Canadian dollars. The Company has no control over these fluctuations and does not hedge its foreign currency holdings. Based on its December 31, 2024, and 2023 USD holdings, every 10% increase or decrease in the exchange rate would have had an insignificant impact on loss for the year.

12. Segmented information

The Company operates in one reportable operating segment being the acquisition, exploration, and evaluation of mineral properties in Canada and the USA. As at December 31, 2024, the Company holds non-current assets comprising mineral property interests of $1,809,453 (December 31, 2023 - $1,786,686), and reclamation bond of $53,411 (December 31, 2023 - $49,094) in the USA. The remainder of the Company's non-current assets are located in Canada.

13. Events after the reporting period

Subsequent to the year ended December 31, 2024, the Company received financial assistance of $100,000 from the Yukon Government on qualified exploration expenditures on the Lance and Rye projects (note 5(b)).

AI assistant

Trifecta Gold Ltd. — Audit Report / Information 2024

47419_rns_2025-04-01_56761c7f-794f-47c5-8d63-cdb4acc02197.pdf

INDEPENDENT AUDITOR'S REPORT

Opinion

Basis for Opinion

Material Uncertainty Related to Going Concern

Key Audit Matters

Other Information

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

Auditor's Responsibilities for the Audit of the Financial Statements

Trifecta Gold Ltd.

Statements of Loss and Comprehensive Loss

Trifecta Gold Ltd.

Statements of Cash Flows

2. Material accounting policies (continued)

(b) New accounting policies (continued)

(c) Financial instruments

(i) Non-derivative financial assets and liabilities

Recognition

Classification

2. Material accounting policies (continued)

(c) Financial instruments (continued)

(i) Non-derivative financial assets and liabilities (continued)

Classification (continued)

(ii) Derivative financial assets

(iii) Financial liabilities

(d) Mineral property interests

2. Material accounting policies (continued)

(d) Mineral property interests (continued)

(e) Impairment

(i) Financial assets

(ii) Non-financial assets

2. Material accounting policies (continued)

(f) Share capital

(g) Flow-through share private placements

(h) Share-based payment transactions

2. Material accounting policies (continued)

(i) Environmental rehabilitation

(j) Income taxes

(k) Earnings (loss) per share

2. Material accounting policies (continued)

(I) Use of estimates and critical judgments

Estimates

Judgments

2. Material accounting policies (continued)

(m) Standards issued but not yet effective

IFRS 18 Presentation and Disclosure in Financial Statements

IFRS 9 Financial Instruments

3. Cash and cash equivalents

4. Receivables and prepayments

5. Mineral property interests

5. Mineral property interests (continued)

5. Mineral property interests (continued)

(a) Wholly-owned projects

(i) Eureka

(ii) Treble

(iii) Yuge

5. Mineral property interests (continued)

(a) Wholly-owned projects (continued)

(iv) Trident

(b) Projects under option from other parties

5. Mineral property interests (continued)

(b) Projects under option from other parties (continued)

(c) Others

(i) Triple Crown

(ii) Handsome Jack

(d) Reclamation bond

6. Share capital

Transactions for the issue of share capital during the year ended December 31, 2024:

Transactions for the issue of share capital during the year ended December 31, 2023:

6. Share capital (continued)

Stock options

6. Share capital (continued)

Stock options (continued)

Warrants

6. Share capital (continued)

Warrants (continued)

Reserves

7. Loss per share

Trifecta Gold Ltd. Audit Report / Information 2024