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TSODILO RESOURCES LIMITED

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND SIX MONTH PERIOD ENDED JUNE 30, 2024

Unaudited – Prepared by Management

These Condensed Interim Consolidated Financial Statements have been prepared in accordance with International Accounting Standard 34, Interim Financial Reporting (“IAS 34”) using accounting policies consistent with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (“IASB”) and interpretations of the International Financial Reporting Interpretations Committee (“IFRIC”).

These condensed interim consolidated financial statements have been authorized for release by the Company’s Board of Directors on August 23, 2024.

Condensed Interim: Statements of Financial Position Statements of Operations Statements of Shareholders’ Equity Statements of Cash Flows

Financial Reporting Responsibility of Management

Management's Responsibility for Condensed Interim Consolidated Financial Statements

These unaudited condensed interim consolidated financial statements have been prepared by management and approved by the Audit Committee and the Board of Directors of the Company, in accordance with the accounting policies disclosed in the notes to the unaudited condensed interim condensed interim consolidated financial statements. Where necessary, management has made informed judgments and estimates in accounting for transactions, which were not complete at the balance sheet date. In the opinion of management, the unaudited condensed interim consolidated financial statements have been prepared within acceptable limits of materiality and are in accordance with International Accounting Standard 34-Interim Financial Reporting using accounting policies consistent with International Financial Reporting Standards appropriate in the circumstances. These statements follow the same accounting policies and methods of application as the most recent annual audited financial statements. Accordingly, they should be read in conjunction with the most recent annual audited financial statements of the Company. All amounts are expressed in U.S. dollars unless otherwise indicated.

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

The Board of Directors is responsible for reviewing and approving the unaudited condensed interim consolidated financial statements together with other financial information of the Company and for ensuring that management fulfils its financial reporting responsibilities. An Audit Committee assists the Board of Directors in fulfilling this responsibility. The Audit Committee meets with management to review the financial reporting process and the unaudited condensed interim consolidated financial statements together with other financial information of the Company. The Audit Committee reports its findings to the Board of Directors for its consideration in approving the unaudited condensed interim consolidated financial statements together with other financial information of the Company for issuance to the shareholders.

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

NOTICE OF NO AUDITOR REVIEW OF CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

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

The accompanying condensed unaudited interim consolidated financial statements of the Company have been prepared by, and are the responsibility of, the Company’s management. The Company’s independent auditor has not performed a review of these financial statements.

DATED this 23[rd] day of August 2024.

TSODILO RESOURCES LIMITED

"s” “s”

James M. Bruchs Stephen McCullough Chairman and Chief Executive Officer Chief Financial Officer

Tsodilo Resources Limited

Condensed Interim Consolidated Statements of Financial Position

(In United States dollars)

(In United States dollars)
	June 30	June 30,	December 31
	2024	2023	2023
ASSETS
Current
Cash	$ 40,103	$ 2,088	$ 1,856
Accounts receivable and prepaid expenses	60,303	46,477	37,493
Total Current Assets	100,406	48,565	39,349
Exploration and evaluation assets_(note 3)_	5,515,241	5,163,113	5,475,876
Property, plant, and equipment_(note 4)_	79,825	113,509	80,608
Total Assets	$5,695,472	$5,343,187	$5,595,833
LIABILITIES
Current
Accounts payable and accrued liabilities_(note 9)_	$ 1,318,287	$ 1,095,969	$ 1,341,216
Short-term lease liability_(note 6)_	4,911	4,448	4,952
Notes payable (notes 5 and 9)	2,097,306	1,581,046	1,930,806
Total Current Liabilities	3,420,504	2,681,463	3,276,974
Long-term lease liability_(note 6)_	5,457	10,444	5,503
Total Liabilities	3,425,961	2,691,907	3,282,477
SHAREHOLDERS' EQUITY
Share capital_(note 7)_	51,761,328	51,313,354	51,403,803
Contributed surplus_(note 7)_	12,486,894	12,274,837	12,414,194
Commitment to issue shares	--	--	--
Foreign translation reserve	(7,230,828)	(7,384,105)	(7,183,001)
Deficit	(54,747,883)	(53,552,806)	(54,321,640)
Total Equity	2,269,511	2,651,280	2,313,356
Total Liabilities and Equity	$5,695,472	$5,343,187	$5,595,833

Nature of operations and going concern (note 1)

Commitments and contingencies (note 12)

Subsequent events (notes 5 and 15)

See accompanying notes to the condensed interim consolidated financial statements.

APPROVED ON BEHALF OF THE BOARD OF DIRECTORS

“s”

Jonathan R. Kelafant Chairman, Audit Committee

James M. Bruchs

Chairman, Board of Directors

Tsodilo Resources Limited

Condensed Interim Consolidated Statements of Loss and Comprehensive Loss (In United States dollars)

(In United States dollars)
	Three Months Ended		Six Months Ended
	June	30	June	30
	2024	2023	2024	2023
Operating Expenses
Corporate remuneration (note 9)	$117,562	$115,047	$235,145	$240,185
Corporate travel and subsistence	1,929	227	1,929	1,155
Investor relations	12,182	3,976	16,263	6,636
Legal and audit	(18,650)	170	7,459	14,657
Filings and regulatory fees	2,782	3,604	5,565	13,221
Administrative expenses	53,242	20,968	69,425	45,539
Stock-based compensation(note 7 and 9)	58,038	17,102	103,608	76,445
	(227,085)	(161,094)	(439,394)	(397,838)
Other Income (Expense)
Impairment of exploration and evaluation
(note 3)		--		--
Other income, net of cost	11,564	18,232	11,564	18,232
Foreign exchange loss	(5,001)	(29,143)	1,587	(2,916)
	6,563	(10,911)	13,151	15,316
Loss for the period	(220,522)	(172,005)	(426,243)	(382,522)
Other Comprehensive Loss
Foreign currencytranslation	19,180	(196,406)	(47,827)	(445,003)
Total Other Comprehensive Loss	19,180	(196,406)	(47,827)	(445,003)
Total Comprehensive Loss for the Period	($201,342)	($358,411)	($474,070)	($827,525)
Basic and diluted loss per share	($0.01)	($0.01)	($0.01)	($0.01)
Weighted average number of shares
outstanding		54,964,085		52,338,022

See accompanying notes to the condensed interim consolidated financial statements.

Tsodilo Resources Limited

Condensed Interim Consolidated Statements of Changes in Shareholders’ Equity

(In United States dollars except for shares)

2024

	Share	Capital	Contributed Surplus	Commitment to	Commitment to	Foreign Translation	Deficit	Total Equity
			Stock-based	Issue Shares		Reserve
	Shares Issued	Amount	compensation &
			Other
Balance January 1, 2024	53,044,925	$51,403,803	$12,414,194	$	--	($7,183,001)	($54,321,640)	$2,313,356
Units Issued	1,566,660	293,138	--		--	--	--	293,138
Options exercised	352500	64,387	(30,908)				--	33,479
Stock-based compensation	--	--	103,608		--	--	--	103,608
Comprehensive loss	--	--	--		--	(47,827)	(426,243)	(474,070)
Balance June 30, 2024	54,964,085	$51,761,328	$12,486,894		--	($7,230,828)	($54,747,883)	$2,269,511

See accompanying notes to the condensed interim consolidated financial statements

2023

	Share	Capital	Contributed Surplus	Commitment to	Foreign Translation	Deficit	Total Equity
			Stock-based	Issue Shares	Reserve
	Shares Issued	Amount	compensation &
			Other
Balance January 1, 2023	49,837,081	$50,944,960	$12,198,392	$95,068	($6,939,102)	($53,170,284)	$3,129,034
Units Issued	2,500,941	368,394	--	(95,068)	--	--	273,326
Options exercised	--	--	--	--	--	--	--
Stock-based compensation	--	--	76,445	--	--	--	76,445
Comprehensive loss	--	--	--	--	(445,003)	(382,522)	(827,525)
Balance June 30, 2023	52,338,022	$51,313,354	$12,274,837	--	($7,384,105)	($53,552,806)	$2,651,280

See accompanying notes to the condensed interim consolidated financial statements

Tsodilo Resources Limited Condensed Interim Consolidated Statements of Cash Flows

(In United States dollars)

Tsodilo Resources Limited Condensed Interim Consolidated Statements of Cash (In United States dollars)	Flows	Flows
	Period Ended June 30
	2024	2023
Cash provided by (used in):
Operating Activities
Net loss for the period	($ 426,243)	($ 382,522)
Adjustments for non-cash items:
Amortization	--	--
Interest on lease liability	--	--
Foreign exchange loss (gain)	(1,587)	2,916
Stock-based compensation	103,608	76,445
	(324,222)	(303,161)
Net change in non-cash workingcapital balances_(note 14)_	(45,739)	49,660
Cash(used in) provided byoperatingactivities	(369,961)	(253,601)
Investing Activities
Additions to explorationproperties	(83,865)	(44,471)
Cash used in investing activities	(83,865)	(44,471)
Financing Activities
Issuance of notes payable	166,500	(25,000)
Issuance of common shares and warrants	293,138	368,394
Commitment to issue shares	--	(95,068)
Options exercised	33,479	--
Cashpayments on lease	(87)	(722)
Cash provided by financing activities	493,031	247,604
Impact of exchange on cash	(958)	12,407
Change in cash – for the period	38,247	(34,961)
Cash – beginning ofperiod	1,856	40,049
Cash – end ofperiod	$ 40,103	$ 2,088

Supplemental cash flow information – note 14

See accompanying notes to the condensed interim consolidated financial statements.

Tsodilo Resources Limited Notes to the Condensed Interim Consolidated Financial Statements For the Periods Ended June 30, 2024 and 2023 (All amounts are in U.S. dollars unless otherwise noted )

1. NATURE OF OPERATIONS AND GOING CONCERN

Tsodilo Resources Limited (“Tsodilo” or “the Company”) is an exploration stage company which is engaged principally in the acquisition, exploration, and development of mineral properties in the Republic of Botswana. The Company is incorporated under the laws of the Yukon Territory, Canada, under the Business Corporations Act of Yukon and the address of the Company’s registered office is 1 King Street West, 48[th] Floor, Toronto, Ontario, Canada, M5H 1A1. The Company currently exists under the Business Corporations Act of Yukon and its common shares are listed on the Canadian TSX Venture Stock Exchange (“TSXV”) under the symbol TSD. The Company’s stock also trades on the US OTCQB Venture Market under the symbol "TSDRF".

The Company is considered to be in the exploration and development stage given that none of its properties are in production and, to date, have not earned any revenues. The recoverability of amounts shown for exploration and evaluation assets is dependent on the existence of economically recoverable reserves, the renewal or extension of exploration licenses, obtaining the necessary permits to operate a mine, obtaining the financing to complete exploration and development, and future profitable production.

These condensed interim consolidated financial statements have been prepared on the basis of accounting principles applicable to a going concern, which assumes that the Company will realize its assets and discharge its liabilities in the normal course of business. The Company incurred a loss of $426,243 (2023: $382,522) and comprehensive loss of $474,070 (2023: $827,525) during the period ended June 30, 2024, and as of that date, the Company had an accumulated deficit of $54,747,883 (2023: $53,552,806), and negative working capital of $3,320,098 (2023: $2,632,898). The Company has not generated any revenues or cash flows from operations since inception and does not expect to do so for the foreseeable future. The Company’s continuation as a going concern depends on its ability to successfully raise financing. Although the Company has been successful in the past in obtaining financing, there is no assurance that it will be able to obtain adequate financing in the future or that such financing will be on terms acceptable to the Company; therefore giving rise to a material uncertainty which cast significant doubt as to whether the Company’s cash resources and working capital will be sufficient to enable the Company to continue as a going concern for the 12-month period after the date of these condensed interim consolidated financial statements.

On March 21, 2024, 621,660 units were issued at a price of C$0.20 for proceeds to the Company of $91,919 (C$124,332).

On May 6, 2024, 945,000 units were issued at a price of C$0.30 for proceeds to the Company of $206,723 (C$283,500).

On June 6, 2024, 140,000 options were exercised at C$0.17, 112,500 options at C$0.09, 62,500 options at C$0.07, and 37,500 options at C$0.20 totalling 352,500 options for net proceeds to the Company of $33,479 (C$45,800).

Consequently, management is continually pursuing various financing alternatives to fund operations and advance its business plan. To facilitate the management of its capital requirements, the Company prepares annual expenditure budgets that are updated as necessary depending on various factors, including successful capital deployment and general industry conditions. The Company may determine to reduce the level of activity and expenditures further, or divest of certain mineral property assets, to preserve working capital and alleviate any going concern risk.

The condensed interim consolidated financial statements have been prepared on a going concern basis that contemplates the realization of assets and discharge of liabilities at their carrying values in the normal course of business for the foreseeable future; and do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern.

2. SIGNIFICANT ACCOUNTING POLICIES

(a) Statement of Compliance with International Financial Reporting Standards

(b) These condensed interim consolidated financial statements are prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and interpretations of the International Financial Reporting Interpretations Committee (“IFRIC”).

These condensed interim consolidated financial statements have been authorized for release by the Company’s Board of Directors on August 23, 2024.

(c) Basis of Preparation

These condensed interim consolidated financial statements have been prepared on a historical cost basis except for financial instruments classified as fair value through profit or loss which are stated at their fair value. These condensed interim consolidated financial statements are presented in United States dollars and include the accounts of the Company and the following direct and indirect subsidiaries:

Entity	2024	2023
Tsodilo Resources Bermuda Limited (“TRBL”) [Bermuda]	100%	100%
Bosoto (Proprietary) Limited (“Bosoto”) [Botswana]	100%	100%
Gcwihaba Resources (Proprietary) Limited (“Gcwihaba”) [Botswana]	100%	100%
Newdico (Proprietary) Limited (“Newdico”) [Botswana]	100%	100%

The accounting policies set out below have been applied consistently to all periods and years presented.

(d) Significant Accounting Judgments, Estimates and Assumptions

The preparation of the condensed interim consolidated financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the application of policies and reporting amounts of assets and liabilities, income, and expenses. Actual results may differ from these estimates.

The areas which require management to make significant judgments, estimates and assumptions in determining carrying values include, but are not limited to:

Assets’ carrying values and impairment charges.

(i) Capitalization of exploration and evaluation costs

Management has determined that exploration and evaluation costs incurred during the period have future economic benefits and are economically recoverable. In making this judgment, management has assessed various sources of information including but not limited to the geologic and metallurgic information, proximity of operating facilities, operating management expertise and existing permits. In particular, the carrying value of the Company’s exploration and evaluation assets is dependent upon the Company’s determination with respect to the future prospects of its exploration and evaluation assets and the ability of the Company to successfully complete the renewal or extension process for its exploration properties as required.

(ii) Impairment of exploration and evaluation assets

While assessing whether any indications of impairment exist for exploration and evaluation assets, consideration is given to both external and internal sources of information. Information the Company considers includes changes in the market, economic and legal environment in which the Company operates that are not within its control that could affect the recoverable amount of exploration and evaluation assets. Internal sources of information include the manner in which exploration and evaluation assets are being used or are expected to be used and indications of expected economic performance of the assets. Reductions in metal price forecasts, increases in estimated future costs of production, increases in estimated future capital costs, reductions in the amount of recoverable mineral reserves and mineral resources and/or adverse current economics can result in a write-down of the carrying amounts of the Company’s exploration and evaluation assets.

(iii) Estimation of decommissioning and restoration costs and timing of expenditure

Decommissioning, restoration and similar liabilities are estimated based on the Company’s interpretation of current regulatory requirements and constructive obligations and are measured at fair value. Fair value is determined based on the net present value of estimated future cash expenditures for the settlement of decommissioning, restoration or similar liabilities that may occur upon decommissioning of the mine. Such estimates are subject to change based on changes in laws and regulations and negotiations with regulatory authorities.

(iv) Income, value added, withholding and other taxes

The Company is subject to income, value added, withholding and other taxes. Significant judgment is required in determining the Company’s provisions for taxes. There are many transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. The Company recognizes liabilities for anticipated tax audit issues based on estimates of whether additional taxes will be due. The determination of the Company’s income, value added, withholding and other tax liabilities requires interpretation of complex laws and regulations. The Company’s interpretation of taxation law as applied to transactions and activities may not coincide with the interpretation of the tax authorities. All tax related filings are subject to government audit and potential reassessment subsequent to the financial statement reporting period. Where the final tax outcome of these matters is different from the amounts that were initially recorded. Such differences will impact the tax related accruals and deferred income tax provisions in the period in which such determination is made.

(v) Share-based payments

Management determines costs for share-based payments using market-based valuation techniques. The fair value of the market-based and performance-based share awards are determined at the date of grant using generally accepted valuation techniques. Assumptions are made and judgment used in applying valuation techniques. These assumptions and judgments include estimating the future volatility of the stock price, expected dividend yield, future employee turnover rates and future employee stock option exercise behaviours and corporate performance. Such judgments and assumptions are inherently uncertain. Changes in these assumptions affect the fair value estimates.

(vi) Functional Currency

The determination of each of the Company and its subsidiaries functional currency requires analyzing facts that are considered primary factors, and if the result is not conclusive, the secondary factors. The analysis requires the Company to apply significant judgment since primary and secondary factors may be mixed. In determining its functional currency, the Company and each of its subsidiaries analysed both the primary and secondary factors, including the currency of the Company's and subsidiaries’ operating costs in Canada and Botswana, and sources of equity financing.

(vii) Contingencies

See note 12.

(e) Earnings (Loss) per Common Share

Earnings (loss) per share calculations are based on the net loss attributable to common shareholders for the year divided by the weighted average number of common shares issued and outstanding during the period.

Diluted earnings per share calculations are based on the net loss attributable to common shareholders for the period divided by the weighted average number of common shares outstanding during the period plus the effects of dilutive common share equivalents. This method requires that the dilutive effect of outstanding options and warrants issued be calculated using the treasury stock method. This method

assumes that all common share equivalents have been exercised at the beginning of the period (or at the time of issuance, if later), and that the funds obtained thereby were used to purchase common shares of the Company at the average trading price of common shares during the period. The incremental number of common shares that would be issued is included in the calculation of diluted earnings per share.

(f)

Exploration and Evaluation Assets

Exploration and evaluation assets include acquired mineral use rights for mineral properties held by the Company. The amount of consideration paid (in cash or share value) for mineral use rights is capitalized. The amounts shown for exploration and evaluation assets represent all direct and indirect costs relating to the acquisition, exploration and development of exploration properties, less recoveries, and do not necessarily reflect present or future values. These costs will be amortized against revenue from future production or written off if the exploration and evaluation assets are abandoned or sold. The Company has classified exploration and evaluation assets as intangible in nature. Depletion of costs capitalized on projects put into commercial production will be recorded using the unit-of-production method based upon estimates of proven and probable reserves.

Proceeds received from farm-out agreements or recoveries of costs are credited against the cost of related claims.

Ownership of exploration and evaluation assets involves certain inherent risks, including geological, commodity prices, operating costs, and permitting risks. Many of these risks are outside the Company’s control. The ultimate recoverability of the amounts capitalized for exploration and evaluation assets is dependent upon the delineation of economically recoverable ore reserves, the renewal or extension of exploration licenses, obtaining the necessary financing to complete their development, obtaining the necessary permits to operate the mine, and realizing profitable production or proceeds from the disposition thereof.

Exploration and evaluation assets are tested for impairment if facts or circumstances indicate that impairment exists. Examples of such facts and circumstances are as follows:

the period for which the Company has the right to explore in the specific area has expired during the period or will expire in the near future, and is not expected to be renewed;
substantive expenditure on further exploration for and evaluation of mineral resources in the specific area is neither budgeted nor planned;
exploration for and evaluation of mineral resources in the specific area have not led to the discovery of commercially viable quantities of mineral resources and the entity has decided to discontinue such activities in the specific area; and
sufficient data exists to indicate that, although a development in the specific area is likely to proceed, the carrying amount of the exploration and evaluation asset is unlikely to be recovered in full, from successful development or by sale.

When events or changes in circumstances indicate that its carrying amount may not be recoverable, the Company will recognize an impairment in value based upon current exploration results and upon management’s assessment of the future probability of revenues from the property or from the sale of the property.

(g) Property, Plant and Equipment Property, plant, and equipment are stated at cost, less accumulated depreciation. Depreciation is calculated on a straight-line basis over the following terms:

	over remaining life of land lease
Hangar
Vehicles	5 Years
Furniture and equipment	3 – 4 Years

An item of property, plant and equipment is derecognized upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on disposal of

the asset, determined as the difference between the net disposal proceeds and the carrying amount of the asset, is recognized in profit or loss.

Where an item of property, plant and equipment comprises major components with different useful lives, the components are accounted for as separate items of property, plant, and equipment. Expenditures incurred to replace a component of an item of property, plant and equipment that is accounted for separately, including major inspection and overhaul expenditures, are capitalized.

(h) Cash

Cash consists of cash held in banks and petty cash.

(i)

Foreign Currency Translation

I. Functional and presentation currency

The Company’s functional and presentation currency is the United States dollar (“U.S. Dollar”). The functional currencies of the Company’s subsidiaries are as follows:

Tsodilo Resources Bermuda Limited	(”TRBL”)	U.S. Dollar
Gcwihaba Resources (Pty) Limited	(“Gcwihaba”)	Botswana Pula
Newdico (Pty) Limited	(“Newdico”)	Botswana Pula
Bosoto (Pty) Limited	(“Bosoto”’)	Botswana Pula

Each subsidiary and the Company’s parent entity determine their own functional currency and items included in the financial statements of each entity are measured using that functional currency.

II. Transactions and balances

Transactions in foreign currencies are initially recorded by applying the exchange rates prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated into functional currency at the exchange rate prevailing at the reporting date.

III. Translation of foreign operations

As at the reporting date the assets and liabilities of Gcwihaba, Newdico, Bosoto, and Idada are translated into the presentation currency of the Company at the rate of exchange prevailing at the reporting date and their revenue and expenses are translated at the average exchange for the period. On consolidation, the exchange differences arising from the translation are recognized in other comprehensive loss and accumulated in the foreign currency translation reserve.

If Gcwihaba, Newdico, Bosoto, and Idada were sold, the amount recognized in the foreign currency reserve would be reallocated to profit or loss as part of the gain or loss on disposal.

(j) Income Taxes

Current taxes are the expected tax payable or receivable on the local taxable income or loss for the year, using the local tax rate enacted or substantively enacted at the reporting date, and includes any adjustments to tax payable or receivable in respect of previous years.

Deferred income taxes are recorded using the liability method whereby deferred tax is recognized in respect to 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 are realized or settled, based on the laws that have been enacted or substantively enacted by the reporting date. Deferred tax is not recognized for temporary differences which arise on the initial recognition of assets or liabilities in a transaction that is not a business combination and that affect neither accounting, nor taxable profit or loss.

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

(k) Share-based Compensation

T he Company follows the fair value method of accounting for stock option awards granted to employees and directors, whereby services are rendered as consideration for equity instruments (equity-settled transactions). The fair value of stock options is determined by the Black-Scholes Option Pricing model with assumptions for risk-free interest rates, dividend yields, volatility of the expected market price of the Company’s common shares and an expected life of the options. The number of stock option awards expected to vest are estimated using a forfeiture rate based on historical experience and future expectations. The fair value of direct awards of stock is determined by the quoted market price of the Company’s stock. Share-based compensation is amortized over the vesting period of the related stock option. When options are forfeited, any charges already recognized relating to unvested options are reversed. When an award is cancelled by the entity or by the counterparty, any remaining element of fair value of the award is expensed immediately through profit or loss. When an award expires unexercised the fair value originally allocated to the awardee remains in contributed surplus.

The Company uses graded or accelerated amortization which specifies that each vesting tranche must be accounted for as a separate arrangement with a unique fair value measurement. Each vesting tranche is subsequently amortized separately and in parallel from the grant date.

Option-pricing models require the use of highly subjective estimates and assumptions including the expected stock price volatility. Changes in the underlying assumptions can materially affect the fair value estimates.

(l) Severance Benefits

Under Botswana law, the Company is required to pay severance benefits for full-time employees upon the completion of 5 years of continued service if the employee so elects or upon the termination of employment.

Severance is earned at the rate of one day per month for an employee with less than five years of service and two days per month for employees with greater than five years of service. The specifics and benefits of the severance program mandated in Botswana are extended to full-time employees residing and working outside of Botswana. The cost of these severance benefits is accrued over the year of service until the benefit becomes payable. Portions of the severance expenses are capitalized to exploration and evaluation assets.

(m) Financial Assets

Under IFRS 9, all financial assets are initially recorded at fair value and designated upon inception into one of the following three categories: amortized cost, fair value through other comprehensive income (“FVOCI”) or at fair value through profit or loss (“FVTPL”). All of the Company’s financial assets are classified as amortized cost, being subsequently measured at amortized cost using the effective interest rate method.

The Company recognizes a loss allowance for expected credit losses on financial assets that are measured at amortized cost. At each reporting date, the Company measures the loss allowance for the financial asset at an amount equal to the lifetime expected credit losses if the credit risk on the financial asset has increased significantly since initial recognition. If at the reporting date the financial asset has not increased significantly since initial recognition, the Company measures the loss allowance for the financial asset at an amount equal to the twelve-month expected credit losses. The Company shall recognize in profit or loss, as an impairment gain or loss, the amount of expected credit losses (or reversal) that is required to adjust the loss allowance at the reporting date to the amount that is required to be recognized.

The Company derecognizes financial assets only when the contractual rights to cash flow from the financial assets expire, or when it transfers the financial assets and substantially all of the associated risks and rewards of ownership to another entity. Gains and losses on derecognition are recognized in profit or loss

(n) Financial Liabilities

All financial liabilities are initially recorded at fair value and designated upon inception as FVTPL or at amortized cost. Financial liabilities classified as at amortized cost are initially recognized at fair value less

directly attributable transaction costs. After initial recognition, amortized costs are subsequently measured at amortized cost using the effective interest rate method. The effective interest rate method is a method of calculating the amortized cost of a financial liability and of allocating interest expenses over the relevant period. The effective interest rate is the rate that discounts estimated future cash payments through the expected life of the financial liability. The Company’s accounts payable and accrued liabilities, lease liability, and notes payable are classified as at amortized cost. Financial liabilities classified as FVTPL. Derivatives, including separated embedded derivatives, are also classified as FVTPL, and recognized at fair value with changes in fair value recognized in earnings unless they are designated as effective hedging instruments. Fair value changes on financial liabilities classified as FVTPL are recognized in the statement of loss. Transaction costs associated with FVTPL liabilities are expensed as incurred.

The Company derecognizes a financial liability when its contractual obligations are discharged or cancelled or expire. The Company also derecognizes a financial liability when its terms are modified, and the cash flows of the modified liability are substantially different. In this case, a new financial liability based on the modified terms is recognized at fair value.

(o)

Impairment of Assets

At the end of each reporting period, the Company assesses each cash-generating unit to determine whether there is any indication that those assets are impaired. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment, if any. The recoverable amount is the higher of the fair value less cost to sell and the value in use. Fair value is determined as the amount that would be obtained from the sale of the asset in an arm’s length transaction between knowledgeable and willing parties. In assessing value in use, the estimated future cash flows are discounted to their present value using a discount rate that reflects current market assessment of the time value of money and the risk of a specific asset. If the recoverable amount of an asset is estimated to be less than it's carrying amount, the carrying amount of the asset is reduced to its recoverable amount and the impairment loss is recognized in profit or loss for the period. For an asset that does not generate largely independent cash inflows, the recoverable amount is determined for the cash generating unit to which the asset belongs. Exploration and evaluation assets are assessed for impairment indicators under IFRS 6.

When an impairment subsequently reverses, the carrying amount of the asset (or cash generating unit) is increased to the revised estimate of its recoverable amount, but to an amount that does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset (or cash generating unit) in prior periods. A reversal of an impairment loss is recognized immediately in profit or loss.

(p)

Related Party Transactions

Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Related parties may be individuals or corporate entities and includes, but is not limited to, key management personnel, directors, affiliated companies, and project partners. A transaction is considered to be a related party transaction when there is a transfer of resources, services, or obligations between related parties.

(q)

Share Capital

The Company engages in equity financing transactions to obtain the funds necessary to continue operations and explore and evaluate resource properties. These equity financing transactions may involve issuance of common shares or units. A unit comprises a certain number of common shares and a certain number of share purchase warrants (“Warrants”). Depending on the terms and conditions of each equity financing agreement (“Agreement”), the Warrants are exercisable into additional common shares prior to expiry at a price stipulated by the Agreement. Warrants that are part of units are valued using the residual value method which involves comparing the selling price of the units to the Company’s share price on the announcement date of the financing. The market value is then applied to the common share, and any residual amount is assigned to the Warrants. Warrants that are issued as payment for agency fees or other transaction costs are accounted for as share issue costs and are recognized in equity. In situations where share capital is issued, or received, as non-monetary consideration and the fair value of the asset received, or

given up is not readily determinable, the fair market value (as defined) of the shares is used to record the transaction. The fair market value of the shares issued, or received, is based on the trading price of those shares on the appropriate exchange on the date the shares are issued.

(r)

Provision for Environmental Rehabilitation

The Company recognizes liabilities for statutory, contractual, constructive, or legal obligations associated with the retirement of exploration and evaluation assets and equipment, when those obligations result from the acquisition, construction, development, or normal operation of the assets. The net present value of future rehabilitation cost estimates arising from the decommissioning of plant and other site preparation work is capitalized to mining assets along with a corresponding increase in the rehabilitation provision in the period incurred. Discount rates using a pre-tax rate that reflect the time value of money are used to calculate the net present value. The rehabilitation asset is depreciated on the same basis as mining assets. The Company’s estimates of reclamation costs could change as a result of changes in regulatory requirements, discount rates and assumptions regarding the amount and timing of the future expenditure. These changes are recorded directly to mining assets with a corresponding entry to the rehabilitation provision. The Company’s estimates are reviewed annually for changes in regulatory requirements, discount rates, effects of inflation and changes in estimates. Changes in the net present value, excluding changes in the Company’s estimates of reclamation costs, are charged to profit or loss for the period. As at June 30, 2024, and 2023, the Company has determined that it does not have any decommissioning obligations.

(s)

Lease Liability Accounting Policy

At inception of a contract, the Company assesses whether the contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.

Leases of right-of-use assets are recognized at the lease commencement date at the present value of the lease payments that are not paid at that date. The lease payments are discounted using the interest rate implicit in the lease, if that rate can be readily determined, and otherwise at the Company’s incremental borrowing rate. At the commencement date, a right-of-use asset is measured at cost, which is comprised of the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any decommissioning and restoration costs, less any lease incentives received.

Each lease payment is allocated between repayment of the lease principal and interest. Interest on the lease liability in each period during the lease term is allocated to produce a constant periodic rate of interest on the remaining balance of the lease liability. Except where the costs are included in the carrying amount of another asset, the Company recognizes in profit or loss (a) the interest on a lease liability and (b) variable lease payments not included in the measurement of a lease liability in the period in which the event or condition that triggers those payments occurs. The Company subsequently measures a right-of-use asset at cost less any accumulated depreciation and any accumulated impairment losses; and adjusted for any remeasurement of the lease liability. Right-of-use assets are depreciated over the shorter of the asset’s useful life and the lease term, except where the lease contains a bargain purchase option a right-of-use asset is depreciated over the asset’s useful life.

(t)

Application of New Accounting Policies

During the year ended December 31, 2023, the Company adopted a number of amendments and improvements of existing standards. These included amendments to IAS 1 - Presentation of Financial Statements and IAS 8 - Accounting Policies, Changes in Accounting Estimates and Errors. These changes did not have any material impact on the Company’s financial statements.

(u) New Standards, Amendments and Interpretations Not Yet Effective

Certain pronouncements were issued by the ISAB or the IFRS Interpretive Committee that are mandatory for accounting periods beginning January 1, 2024, or later periods. The Company is currently assessing the potential impacts of these standards on the financial statements.

I. Classification of Liabilities as Current or Non-current (Amendments to IAS 1).

IAS 1 – Presentation of Financial Statements (“IAS 1”) was amended in January 2020 to provide a more general approach to the classification of liabilities under IAS 1 based on the contractual arrangements in place at the reporting date. The amendments clarify that the classification of liabilities as current or noncurrent is based solely on a company’s right to defer settlement at the reporting date. The right needs to be unconditional and must have substance. The amendments also clarify that the transfer of a company’s own equity instruments is regarded as settlement of a liability, unless it results from the exercise of a conversion option meeting the definition of an equity instrument. The amendments are effective for annual periods beginning on January 1, 2024.

II. Supplier Finance Arrangements (Amendments to IAS 7 and IFRS 7)

In May 2023, the IASB issued amendments to IAS 7 Statement of Cash Flows and IFRS 7 Financial Instruments: Disclosures to clarify the characteristics of supplier finance arrangements and require additional disclosure of such arrangements. The disclosure requirements in the amendments are intended to assist users of financial statements in understanding the effects of supplier finance arrangements on an entity’s liabilities, cash flows and exposure to liquidity risk. The amendments will be effective for annual reporting periods beginning on or after January 1, 2024.

III. Lack of Exchangeability (Amendments to IAS 21)

In August 2023, the IASB amended IAS 21 to clarify when a currency is exchangeable into another currency; and how a company estimates a spot rate when a currency lacks exchangeability. Under the amendments, companies will need to provide new disclosures to help users assess the impact of using an estimated exchange rate on financial statements. The amendments apply for annual reporting periods beginning on or after January 1, 2025. Earlier application is permitted.

3. EXPLORATION AND EVALUATION ASSETS:

Exploration and evaluation assets are summarized as follows:

	Bosoto	Gcwihaba
	BK 16	Metals	TOTAL

Balance at December 31, 2022	$3,330,489	$2,242,106	$5,572,595
Additions	70,030	85,042	155,072
Net Exchange Differences	(150,484)	(101,307)	(251,791)
Impairment	--	--	--
Balance at December 31, 2023	$3,250,035	$2,225,841	$5,475,876
Additions	11,122	72,743	83,865
Net Exchange Differences	(26,777)	(17,724)	(44,501)
Impairment	--	--	--
Balance at June 30, 2024	$3,234,380	$2,280,860	$5,515,240

Exploration and evaluation additions for the year-ended December 31, 2023, are summarized as follows:

	BK16	Metals	TOTAL
Drilling Expenditures	$ 2,464	$ 6,344	$8,808
Amortization Drill Rigs & Vehicles	3,704	4,501	8,205
License Fees	56	811	867
Maintenance, & Consumables	10,561	23,529	34,090
Salaries,Wages & Services	53,245	49,857	103,102
Balance at December 31, 2023	$70,030	$85,042	$155,072

Tsodilo Resources Limited

Notes to the Condensed Interim Consolidated Financial Statements For the Periods Ended June 30, 2024 and 2023 (All amounts are in U.S. dollars unless otherwise noted )

Exploration and evaluation additions for the year-ended June 30, 2024, are summarized as follows:

	BK16	Metals	TOTAL
Drilling Expenditures	$ 183	$ 3,009	$3,192
Amortization Drill Rigs & Vehicles	--	--	--
Lab Analyses & Assays	--	4,287	4,287
License Fees	--	233	233
Maintenance, & Consumables	4,281	24,740	29,021
Salaries,Wages & Services	6,659	40,474	47,133
Balance at June 30, 2024	$11,122	$72,743	$83,865

Exploration and evaluation additions for the year-ended June 30, 2023, are summarized as follows:

	B 16	Metals	TOTAL
Drilling Expenditures	$ 1,040	$ 3,032	$4,072
Amortization Drill Rigs & Vehicles	--	--	--
Lab Analyses & Assays	--	--	--
License Fees	38	413	451
Maintenance, & Consumables	3,855	6,225	10,081
Salaries,Wages & Services	18,834	11,033	29,867
Balance at June 30, 2023	$23,767	$20,704	$44,471

General

Title to mineral properties involves certain inherent risks due to the difficulties of determining the validity of permits and the potential for problems arising from government conveyance accuracy, prior unregistered agreements or transfers, native land claims, confirmation of physical boundaries, and title may be affected by undetected defects. The Company does not carry title insurance.

Exploration and Evaluation Assets (Royalties)

In the third Quarter 2017, the Company reached an agreement with Sandstorm Gold Ltd. (“Sandstorm”) (NYSE MKT: SAND, TSX: SSL) to grant royalties on three projects in consideration of the payment of $1,500,000.

The package of assets in the Royalty Sale includes:

the grant of a 1% Net Smelter Return (NSR) on the Company’s wholly owned Botswana subsidiary Gcwihaba Resources (Pty) Ltd. prospecting metal licenses in northwest Botswana;
the grant of a 1% Gross Proceeds Royalty (GPR) on the Company’s Botswana wholly owned subsidiary Bosoto (Pty) Ltd. precious stone prospecting license (PL217/2016) located in the Orapa Kimberlite Field; and,
the grant of a 1% NSR on the Company’s 70% owned South African subsidiary Idada 361 (Pty) Ltd gold and silver prospecting license located in the Barberton Greenstone Belt in the Mpumalanga province of South Africa.

Sandstorm shall have a right of first refusal with respect to any third-party bona fide offers to purchase a metal or precious stone royalty on the properties.

On July 23, 2020, the Company reached an agreement with TBM (Pty) Ltd. ("TBM") to grant royalties (Royalty income) on its Botswana subsidiary Gcwihaba (Pty) Ltd. ("Gcwihaba") then seven (7) metal prospecting licenses in consideration of the payment of $500,000.

The package of assets in the Royalty Sale includes:

the grant of a 0.5% Net Smelter Return or Net Mineral Return on Gcwihaba's five (5) prospecting metal licenses in northwest Botswana.

OPERATING SUBSIDIARIES

Gcwihaba Resources (Pty) Ltd (“Gcwihaba”) - Botswana

Gcwihaba, a wholly owned subsidiary of the Company holds five (5) Prospecting Licenses (PL) in the North-West district. On April 1, 2024, PL’s 020-024/2018 were renewed for their 1st two-year renewal periods. The five licenses combined have a proposed minimum exploration expenditure requirement of 5,012,240 BWP ($360,321) per annum as at June 30, 2024.

Bosoto (Pty) Ltd (“Bosoto”) - Botswana

Tsodilo was granted PL369/2014 over the BK16 kimberlite pipe through its 100% owned Botswana subsidiary, Bosoto, effective October 1, 2014. On June 21, 2021, a renewal of the second two-year renewal license was granted effective October 1, 2021, for pandemic relief. An application for a three-year extension in order to complete the work program delayed by the pandemic was filed in the second quarter of 2023 and is pending.

Newdico (Pty) Ltd (“Newdico”) - Botswana

The Company holds a 100% interest in Newdico (Pty) Limited (“Newdico”), which provides administrative, operational, exploration, geophysical, and drilling services to the Company’s other subsidiaries.

Tsodilo Resources Bermuda Limited

The Company holds a 100% interest in Tsodilo Resources Bermuda Limited to which the shares of its operating subsidiaries are registered.

4. PROPERTY, PLANT, AND EQUIPMENT

Cost	Hangar	Vehicles	Furniture and	Right of	Total
			Equipment	Use Asset
As at December 31, 2022	$154,480	$ 676,926	$ 391,924	$23,567	$ 1,246,897
Foreign Exchange	(6,980)	(30,586)	(16,923)	(1,064)	(55,553)
As at December 31, 2023	147,500	646,340	375,001	22,503	1,191,344
Additions	--	--	--	--	--
Foreign exchange	(1,220)	(5,346)	(2,958)	(186)	(9,710)
As at June 30, 2024	$146,280	$640,994	$372,043	$22,317	$1,181,634
Accumulated	Hangar	Vehicles	Furniture and	Right of	Total
Depreciation			Equipment	Use Asset
As at December 31, 2022	$110,387	$675,092	$314,109	$9,427	$1,109,015
Depreciation	16,311	1,760	28,689	4,522	51,281
Foreign exchange	(13,026)	(30,512)	(5,576)	(447)	(49,561)
As at December 31,2023	113,672	646,340	337,222	13,502	1,110,736
Depreciation	--	--	--	--	--
Foreign Exchange	(954)	(5,346)	(2,515)	(112)	(8,926)
As at June 30, 2024	$112,718	$640,994	$334,707	$13,390	$1,101,809
Net book value:
As at December 31, 2023	$33,828	$--	$37,779	$9,001	$80,608
As at June 30, 2024	$33,562	$--	$37,336	$8,927	$79,825

For the period ended June 30, 2024, $NIL (2023: $NIL) in depreciation has been capitalized under exploration properties.

5. NOTES PAYABLE

As at June 30, 2024, notes payable in the amount of $2,097,306 were outstanding from a related party. The notes have an annual interest rate of 8% and one of the notes carries a termination fee of 10% upon early redemption of the note. In addition, at the option of the note holder, the December 2018 note can be converted to stock at the discretion of the holder during future private placements that raise a minimum of CAD $500,000, of those future private placements at the price of the private placement. The remaining notes are due on demand.

The notes payable at June 30, 2024, are summarized as follows:

Date	Balance 12/31/2023	Changes in 2024	Balance 06/30/2024	Rate	Termination Fee	Maturity Date
31-Dec-18	$273,006	$--	$273,006	8%	$27,300	31-Dec-24
30-Jun-19	207,242	--	207,242	8%	NIL	On Demand
31-Dec-19	57,684	--	57,684	8%	NIL	On Demand
01-Oct-20	192,042	--	192,042	8%	NIL	On Demand
21-Jun-21	26,500	--	26,500	8%	NIL	On Demand
27-Jul-21	26,500	--	26,500	8%	NIL	On Demand
28-Aug-21	27,000	--	27,000	8%	NIL	On Demand
27-Sep-21	25,500	--	25,500	8%	NIL	On Demand
31-Dec-21	102,235	--	102,235	8%	NIL	On Demand
30-Jun-22	451,159	--	451,159	8%	NIL	On Demand
30-Sep-22	100,738	--	100,738	8%	NIL	On Demand
31-Dec-22	91,440	--	91,440	8%	NIL	On Demand
01-July-23	166,880	--	166,880	8%	NIL	On Demand
31-Sep-23	91,440	--	91,440	8%	NIL	On Demand
31-Dec-23	91,440	--	91,440	8%	NIL	On Demand
30-Jun-24		166,500	166,500	8%	NIL	On Demand
Total	$1,930,806	$166,500	$2,097,306		$27,300

*During the year-ended December 31, 2023, $273,006 of notes payable had its maturity extended from December 31, 2023, to December 31, 2024.

On June 30, 2022, a promissory note was issued for $451,159 to an employee, who is a director of the Company. The note is payable on demand and has an annual interest rate of 8%.
On September 30, 2022, a promissory note was issued for $100,738 to an employee, who is a director of the Company. The note is payable on demand and has an annual interest rate of 8%.
On December 31, 2022, a promissory note was issued for $91,440 to an employee, who is a director of the Company. The note is payable on demand and has an annual interest rate of 8%.
On July 1, 2023, a promissory note was issued for $166,880 to an employee, who is a director of the Company. The note is payable on demand and has an annual interest rate of 8%.
On September 30, 2023, a promissory note was issued for $91,440 to an employee, who is a director of the Company. The note is payable on demand and has an annual interest rate of 8%.
On December 31, 2023, a promissory note was issued for $91,440 to an employee, who is a director of the Company. The note is payable on demand and has an annual interest rate of 8%.
On June 30, 2024, a promissory note was issued for $166,500 to an employee, who is a director of the Company. The note is payable on demand and has an annual interest rate of 8%.

Tsodilo Resources Limited

Notes to the Condensed Interim Consolidated Financial Statements For the Periods Ended June 30, 2024 and 2023 (All amounts are in U.S. dollars unless otherwise noted )

The notes payable at June 30, 2023, are summarized as follows:

Date	Balance 12/31/2022	Changes in 2023	Balance 12/31/2022	Rate	Termination Fee	Maturity Date
31-Dec-18	$273,006	$--	$273,006	8%	$27,300	31-Dec-23*
30-Jun-19	207,242	--	207,242	8%	NIL	On Demand
31-Dec-19	57,684	--	57,684	8%	NIL	On Demand
01-Oct-20	192,042	--	192,042	8%	NIL	On Demand
21-Jun-21	26,500	--	26,500	8%	NIL	On Demand
27-Jul-21	26,500	--	26,500	8%	NIL	On Demand
28-Aug-21	27,000	--	27,000	8%	NIL	On Demand
27-Sep-21	25,500	--	25,500	8%	NIL	On Demand
31-Dec-21	102,235	--	102,235	8%	NIL	On Demand
30-Jun-22	451,159	--	451,159	8%	NIL	On Demand
21-Sep-22	25,000	(25,000)	--	8%	NIL	19-Dec-22
30-Sep-22	100,738	--	100,738	8%	NIL	On Demand
31-Dec-22	91,440	--	91,440	8%	NIL	On Demand
Total	$1,606,046	($25,000)	$1,581,046		$27,300

*During the year-ended December 31, 2022, $273,006 of notes payable had its maturity extended from December 31, 2022, to December 31, 2023.

On June 30, 2022, a promissory note was issued for $451,159 to an employee, who is a director of the Company. The note is payable on demand and has an annual interest rate of 8%.
On September 21, 2022, a promissory note was issued for $25,000. The note matured on December 19, 2022, and has an annual interest rate of 8%.
On September 30, 2022, a promissory note was issued for $100,738 to an employee, who is a director of the Company. The note is payable on demand and has an annual interest rate of 8%.
On December 31, 2022, a promissory note was issued for $91,440 to an employee, who is a director of the Company. The note is payable on demand and has an annual interest rate of 8%.
On January 17, 2023, a $25,000 promissory note dated September 21, 2022, was paid.

6. LEASE LIABILITY

The following table presents the lease obligation for the Company:

Lease liability opening balance Additions Payments Accretion Exchange difference Lease liability ending balance Current portion Long-term portion	As at June 30 2024 2023
	$ 10,455 $ 21,633 -- -- (87) (6,203) -- 1,858 -- (2,066)
	10,368 15,222 (4,911) (4,547) $ 5,457 $10,675

The incremental borrowing rate for the lease liabilities recognized was 10%. See note 12.

7. SHARE CAPITAL

(a) Common Shares

Authorized, Issued and outstanding

The authorized capital stock of the Company comprises an unlimited number of common shares with no par value. Issued and outstanding: 54,964,085 Common Shares as at June 30, 2024, 52,338,022 Common Shares as at June 30, 2023, and 53,044,925 Common Shares as at December 31, 2023.

(1) Issued during the period ended June 30, 2024:

On March 21, 2024, 621,660 units were issued at a price of C$0.20 for net proceeds to the Company of $91,919 (C$124,332). Each unit includes one common share and one warrant entitling the holder thereof to purchase one common share until the close of business on March 21, 2026, at USD $0.20.
On May 6, 2024, 945,000 units were issued at a price of C$0.30 for net proceeds to the Company of $206,723 (C$283,500). Each unit includes one common share and one warrant entitling the holder thereof to purchase one common share until the close of business on May 2, 2026, at USD $0.30.
On June 6, 2024, 140,000 (C$0.17) options were exercised for proceeds of $17,406 (C$23,800). The fair value of $8.166 (C$11,177) was reclassified from contributed surplus to share capital.
On June 6, 2024, 62,500 (C$0.07) options were exercised for proceeds of $3,197 (C$4,375). The fair value of $8,219 (C$11,249) was reclassified from contributed surplus to share capital.
On June 6, 2024, 112,500 (C$0.09) options were exercised for proceeds of $7,398 (C$10,125). The fair value of $13,152 (C$18,001) was reclassified from contributed surplus to share capital.
On June 6, 2024, 37,500 (C$0.20) options were exercised for proceeds of $5,479 (C$7,500). The fair value of $1,371 (C$1,876) was reclassified from contributed surplus to share capital.
(2) Issued during the year ended December 31, 2023:
On January 25, 2023, 2,500,941 units were issued at a price of C$0.20 for proceeds to the Company of $368,550 (C$500,188). Each unit includes one common share and one warrant entitling the holder thereof to purchase one common share until the close of business on January 25, 2025, at USD $0.20. $11,670 (C$10,207) of issuance cost were netted against the proceeds.
On November 16, 2023, 706,903 units were issued at a price of C$0.20 for proceeds to the Company of $103,664 (C$141,380). Each unit includes one common share and one warrant entitling the holder thereof to purchase one common share until the close of business on November 16, 2025, at USD $0.20. $1,701 (C$3,309) of issuance cost were netted against the proceeds.

(b) Warrants

As at June 30, 2024, and 2023, the following warrants were outstanding:

June 30, 2024, Warrant activity summary:

	Number of Warrants Weighted Average Exercise Price (USD)
Outstanding as at December 31, 2023 Issued Exercised	3,207,844 $0.20 1,566,660 $0.26 -- --
Outstanding as at June 30, 2024	4,774,504 $0.22

On May 6, 2024, the company issued 945,000 warrants with an exercise price of $0.30, expiring on May 6, 2026;

On March 21, 2024, the company issued 621,660 warrants with an exercise price of $0.20, expiring on March 21, 2026;
On November 16, 2023, the company issued 706,903 warrants with an exercise price of $0.20, expiring on November 16, 2025;
On January 25, 2023, the company issued 2,500,941 warrants with an exercise price of $0.20, expiring on January 25, 2025;

As the strike price of warrants is in U.S. Dollars, the warrants were classified as equity instruments. The values of the units are equal to the value of the common shares at the issuance date.

As at June 30, 2024, the following warrants were outstanding:

Expiry	Exerciseprice	Warrants outstanding	Remaining contractual life(years)
January 25, 2025	$0.20	2,500,941	0.58
November 16, 2025	$0.20	706,903	1.41
March 21,2026	$0.20	621,660	1.75
May 6, 2026	$0.30	945,000	2.00
		4,774,504

June 30, 2023, Warrant activity summary:

	Number of Warrants Weighted Average Exercise Price (USD)
Outstanding as at December 31, 2022 Issued Exercised	2,804,055 $0.55 2,500,941 $0.20 -- --
Outstanding as at June 30, 2023	5,304,996 $0.39

On January 25,2023, the company issued 2,500,941 warrants with an exercise price of $0.20, expiring on January 25, 2025;
On January 25, 2021, the Company issued 2,686,038 warrants with an exercise price of $0.55, expiring on January 25, 2023; these were extended to July 25, 2023;
On February 10, 2021, the Company issued 300,000 warrants with an exercise price of $0.55, expiring on February 10, 2023; there were extended to August 10, 2023;

As the strike price of warrants is in U.S. Dollars, the warrants were classified as equity instruments. The values of the units are equal to the value of the common shares at the issuance date.

(c) Stock Option Plan

The Company has a stock option plan (“SOP”) providing for the issuance of options that cannot exceed 9,830,420 shares of common stock. The Company may grant options to directors, officers, employees, and contractors, and other personnel of the Company or its subsidiaries. The exercise price of each option cannot be lower than the market price of the shares being the closing price of the Company’s common shares on the TSX Venture Exchange the day before the grant date. Options generally vest rateably over an eighteen-month period, beginning with the date of issuance and every 6 months thereafter, and expire in five years from the date of grant as determined by the Board of Directors. On May 20, 2021, shareholders voted to increase the number of common shares of the Corporation reserved for issuance pursuant to the Stock Option Plan to 9,830,340 to reflect an amount equal to 20% of the outstanding common shares outstanding as at May 20, 2021.

The following Table summarizes the Company’s stock option activity for the years ended June 30, 2024, and 2023:

	Number of	Weighted Average
	Options	Exercise Price
Outstanding as at December 31, 2022	3,681,250	C$0.43
Granted	1,600,000	C$0.21
Exercised	--	--
Expired	(625,000)	C$0.58
Outstanding as at December 31, 2023	4,656,250	C$0.33
Granted	1,450,000	C$0.23
Exercised	(352,500)	C$0.13
Cancelled/Forfeited	(450,000)	C$0.36
Expired	(285,000)	C$0.19
Outstanding as at June 30, 2024	5,018,750	C$0.32

2024

On January 2, 2024, 500,000 stock options exercisable at C$0.24 were granted
On January 2, 2024, 50,000 stock options exercisable at C$0.28 expired
On March 26, 2024, 100,000 stock options exercisable at C$0.24 were cancelled
On June 6, 2024, 235,000 stock options exercisable at C$0.17 were expired
On June 14, 2024, 125,000 stock options exercisable at C$0.29 were cancelled
On June 14, 2024, 125,000 stock options exercisable at C$0.21 were cancelled
On June 14, 2024, 100,000 stock options exercisable at C$0.75 were cancelled
On June 17, 2024, 950,000 stock options exercisable at C$0.23 were granted

2023

On January 1, 2023, 650,000 stock options exercisable at C$0.20 were granted
On January 2, 2023, 175,000 stock options exercisable at C$0.65 expired
On March 26, 2023, 450,000 stock options exercisable at C$0.55 expired
On June 12, 2023, 950,000 stock options exercisable at C$0.21 were granted

The following assumptions were used in the Black Scholes option pricing model to fair value the stock options granted during the years ended June 30, 2024, and 2023:

2024 2023	2024 2023
Expected lives 3.91years	3.95 years 113.56-116.22% 0% 1.11-2.84% $0.30
Expected volatilities(based on Company’s historicalprices) 124.24-124.87%
Expected dividendyield 0%
Risk free rates 3.98-4.36%
Weighted average fair value of option $0.19

The following table summarizes stock options outstanding as at June 30, 2024:

			Weighted			Weighted
Exercise Price (C$)	Number of Outstanding Options	Weighted Average Exercise Prices (C$)	Average Remaining Contractual Life	Number of Exercisable Options	Weighted Average Exercise Prices (C$)	Average Remaining Contractual
			(Years)			Life (Years)
C$0.07	100,000	C$0.07	0.51	100,000	C$0.07	0.51
C$0.09	106,250	C$0.09	1.23	106,250	C$0.09	1.23
C$0.47	275,000	C$0.47	1.51	275,000	C$0.47	1.51
C$0.75	450,000	C$0.75	1.89	450,000	C$0.75	1.89
C$0.64	425,000	C$0.64	2.51	425,000	C$0.64	2.51
C$0.29	875,000	C$0.29	3.00	875,000	C$0.29	3.00
C$0.20	612,500	C$0.20	3.50	450,000	C$0.20	3.50
C$0.21	825,000	C$0.21	3.95	412,500	C$0.21	3.95
C$0.24	400,000	C$0.24	4.51	100,000	C$0.24	4.51
C$0.23	950,000	C$0.23	4.96	237,500	C$0.23	4.96
	5,018,750	C$0.32	3.40	3,431,250	C$0.37	2.91

The weighted average fair value of the grants in the period ended June 30, 2024, was C$0.37 (2023 - C$0.33)

8. INCOME TAXES

The recovery of income taxes varies from the amounts that would be computed by applying the Canadian federal and provincial statutory rate for 2023 of approximately 26.5% (2022: 26.5%) to loss before income taxes as follows:

	December 31, 2023 December 31, 2022
Loss for theyear	($1,151,849) ($2,019,718)
Income tax rate Expected income tax recovery Foreign operation taxed at lower rates Permanent differences Change in benefits not recognized	26.50% 26.50% ($305,000) ($545,324) 39,000 50,135 46,000 78,807 220,000 416,382
Provision for income taxes	$-- $--

As of December 31, 2023, the following deferred tax assets and liabilities have been recognized:

	December 31, 2023	December 31, 2022
Property, Plant and Equipment	($21,000)	($19,000)
Exploration & Evaluation Assets	(2,715,000)	(2,066,000)
Deferred tax liabilities	(2,736,000)	(2,085,000)
Tax losses carried forward	2,736,000	2,085,000
Net deferred income tax asset recorded	$--	$--

As at December 31, 2023, the Company has unrecognized deductible temporary differences aggregating to $14,906,000 (2022: $14,434,000), that are available to offset future taxable income. However, these temporary differences relate to companies with a history of losses, and as a result are not recognized.

Tsodilo Resources Limited

Notes to the Condensed Interim Consolidated Financial Statements For the Periods Ended June 30, 2024 and 2023

(All amounts are in U.S. dollars unless otherwise noted )

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||||
|---|---|---|
|December 31, 2023|December 31, 2022|
|Losses carried forward – Botswana|$4,466,000|$4,812,000|
|Losses carried forward – Canada|10,087,000|9,263,000|
|Other|353,000|359,000|
|$14,906,000|$14,434,000|

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The Canadian tax losses of $10,087,000 (2023: $9,263,000) expire from 2026 through to 2043. The majority of Botswana tax losses can be carried forward indefinitely with the remainder expiring within five years.

9. RELATED PARTY TRANSACTIONS

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||||
|---|---|---|
|For the period ended June 30|
|2024|2023|
|Short term employee remuneration and benefits|$161,159|$151,632|
|Stock-based compensation|71,295|89,789|
|Total compensation attributed to key management personnel|$232,454|$241,421|

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During 2023, an individual related to the CEO serving as Corporate Secretary, was remunerated in the amount of $24,000 (2023: $24,000) and received $8,069 in stock-based compensation (2023: $6,594).
During 2023, an individual related to the CEO provided IT services to the Company was remunerated in the amount of $6,600 (2023: $6,600) and received $2,511 in stock-based compensation (2023L Nil).
As at June 30, 2024, there was a total of $72,770 (2023: $41,978) payables to related parties included within accounts payable and accrued liabilities. The amounts are unsecured, non-interest bearing and are due on demand.

10. SEGMENTED INFORMATION

The Company operates in one industry. As at June 30, 2024, the Company’s property, plant, and equipment in Botswana was $79,825 (2023: $113,509) and exploration and evaluations properties in Botswana were $5,515,241 (2023: $5,163,113).

11. FINANCIAL INSTRUMENTS

The Company’s financial instruments include cash, accounts receivable, accounts payable and accrued liabilities, lease liabilities and notes payable.

The fair value of financial instruments is determined by valuation methods depending on hierarchy levels as defined below:

(1) Level 1 of the fair value hierarchy includes unadjusted quoted prices in active markets for identical assets or liabilities;
(2) Level 2 of the hierarchy includes inputs that are observable for the asset or liability, either directly or indirectly; and,
(3) Level 3 includes inputs for the asset or liability that are not based on observable market data.

The Company has no financial instruments measured at fair value. The carrying value of the financial instruments measured at amortized cost approximates its fair value.

Risk Exposure and Management

The Company is exposed to various financial instrument risks and assesses the impact and likelihood of this exposure. These risks include liquidity risk, credit risk, foreign exchange risk, and interest rate risk. Where material these risks are reviewed and monitored by the Board of Directors.

(a) Capital Management

The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern to pursue the development and exploration of its mineral properties and to maintain a flexible capital structure which optimizes the costs of capital at an acceptable risk.

The Company depends on external financing to fund its activities. The capital structure of the Company currently consists of common shares and stock options. The Company manages the capital structure and makes adjustments to it considering changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust the capital structure, the Company may attempt to issue new shares, acquire, or dispose of assets or adjust the amount of cash on hand.

The Company anticipates continuing to access equity markets to fund continued exploration of its mineral properties and the future growth of the business. However, there is no guarantee that such financing will be available when required.

There has been no change in the Company’s approach to capital management during 2024 and 2023. The Company is not subject to any capital requirements imposed by a lending institution or regulatory body, other than of the TSX Venture Exchange (“TSXV”) which requires adequate working capital or financial resources of the greater of (i) $50,000 and (ii) an amount required in order to maintain operations and cover general and administrative expenses for a period of 6 months.

(b)

Liquidity Risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company is considered to be in the exploration stage. Thus, it is dependent on obtaining regular financings in order to continue its exploration programs. Despite previous success in acquiring these financings, there is no guarantee of obtaining future financings. The Company’s accounts payable and accrued liabilities generally have contractual maturities of less than 30 days and are subject to normal trade terms. The Company has a working capital deficiency of $3,320,098 at June 30, 2024 (2023: $2,632,898).

(c) Credit Risk

Credit risk is the risk of potential loss to the Company if the counterparty to a financial instrument fails to meet its contractual obligations. The Company’s credit risk is primarily attributable to its cash balances. The Company limits exposure to credit risk through maintaining its cash with high-credit quality financial institutions. The majority of the Company’s cash is held with a major Canadian based financial institution.

(d)

Interest Rate Risk

The Company’s exposure to interest rate risk arises from the interest rate impact on its cash. Because the cash is held on deposit at financial institutions and may be withdrawn at any time, and the notes payable have fixed interest rates, the Company’s exposure to interest rate risk is not significant.

(e) Foreign Exchange Risk

The Company is exposed to currency risks on its Pula denominated working capital balances due to changes in the USD/BWP exchange rate. Based on the net Pula denominated financial instruments exposures as at June 30, 2024, a ten-percentage change in the exchange rate would result in approximately a $1,000 [2023 ($40,000)] impact to the Company’s net comprehensive loss.

The Company issues equity in Canadian dollars and the majority of its expenditures are in U.S. dollars. The Company purchases U.S. dollars based on its near-term forecast expenditures and do not hedge its exposure to currency fluctuations.

12. COMMITMENTS AND CONTINGENCIES

Prospecting Licenses

The Company holds prospecting licenses which require the Company to spend a proposed minimum amount on prospecting over the period of the licenses.

The Company has proposed mineral interest commitments with its Bosoto and Gcwihaba licenses. On April 1, 2024, PL’s 020-024/2018 were renewed for their 1st two-year renewal periods. The five licenses combined have a proposed minimum exploration expenditure requirement of 5,012,240 BWP ($360,321 USD) per annum as at April 1, 2024.

Exploration Activities

The Company’s exploration activities are subject to various Botswana laws and regulations governing the protection of the environment. The Company has made, and expects to make in the future, expenditures to comply with such laws and regulations.

Lease & Service Commitments

Due to the impact of the Covid pandemic, expenditures for both the Gcwihaba and Bosoto projects was greatly reduced from pre-pandemic levels.

Currently, the aggregate minimum annual payments are as follows:

Year Facility Term BWP	USD*
Yearly Rental Services	Total
2024 Hangar Maun1 2/01/2016 – 12/31/2026 176,593 26,489 2024 Shakawe Plot2 1/01/2021 – 12/31/2025 77,880 - 2024 Gaborone3 2/01/2024 – 1/31/2025 - 98,000 2024 Letlhakane Plot4 2/21/2018 – 12/31/2068 29,998 - Total	203,082 14,978 77,880 5,740 98,000 7,228 29,998 2,212 30,158

*aggregate costs converted at January 1 of the current calendar year

Newdico purchased the hangar facility from Commercial Holdings (Pty) Ltd. (CHPT) in February 2016. The hangar facility resides on a commercial plot located at the Maun International Airport rented by CHPT from Civil Aviation Authority of Botswana (CAAB). The purchase agreement called for a transfer of the CPHT/CAAB lease to Newdico upon purchase of the hangar facility. The parties all agree to the transfer taking place but to date, the lease transfer has not occurred. The lease has an effective date of January 1, 2016, and continues for 10 years at 8% escalation annually which may be reviewed every three (3) years at market and commercial rates. As at February 1, 2024, the monthly lease payment is 14,807 BWP / month in addition to a fee of 15% of monthly rental for security and general maintenance at the airport complex. (See note 6).
The lease has an effective date of January 1, 2021, and is renewable at the Company’s option for an additional 6 years expiring on December 31, 2025. The monthly lease payment is 6,490 BWP increasing 420 BWP annually in each successive year. (See note 6).
The twelve-month service agreement has an effective date of February 1, 2023, and is renewable at the company’s option for an additional year expiring January 31, 2024. The monthly lease payment is 8,000 BWP/month.
The lease term has an effective date of February 2018. Newdico’s obligations under the lease are effective as of October 1, 2020. The lease cost is 29,998 BWP per annum, which may be reviewed every five (5) years at market and commercial rates. The lease has a term of fifty (50) years cancellable by either party on six (6) months' notice.

13. LITIGATION

On or about June 30, 2021, the Company's wholly owned Botswana subsidiary, Gcwihaba Resources (Pty) Ltd. (Gcwihaba) submitted prospecting renewal license applications for its Xaudum Iron Formation project in northwest

Botswana. Of the then current 7 licenses, two licenses were relinquished in their entirety and 5 were submitted for renewal. Collectively 50% of the combined license area in the 7 licenses was relinquished pursuant to Section(s) 17 and 19 of the Mines and Minerals Act.

Four of the five licenses that contain the vast bulk of the exploration target in the Xaudum Iron Formation project were renewed as submitted, effective January 1, 2022, while the fifth license, PL020/2018, continued in renewal. Despite periodic inquiries as to the license renewal status, Tsodilo was first apprised of a possible reason for the continued delay on April 26, 2022, when the Minister of Minerals and Energy (MME) informed Gcwihaba that part of the area included in license PL020/2018 is in the buffer zone surrounding the Okavango Delta, a UNESCO World Heritage Property, and that any prospecting activities in that area would be subject to environmental assessment measures.

On April 27, 2022, Gcwihaba promptly responded by reminding MME that:

(i) the license in question has existed in its present form since 2008, six years before the buffer zone was established by the State party and not by UNESCO;
(ii) prior to establishment of the current buffer zone in 2014, significant exploration had already been conducted in that area and a compliant NI 43-101 Inferred Mineral Resource Statement prepared by SRK was submitted to the MME identifying a mineral resource of 441 Mt grading 29.4% Fe;
(iii) when it was established in 2014, the current buffer zone encroached on a portion (169 Mt) of the Company’s identified mineral resource; and
(iv) the prospecting license including this area has since that time been renewed and re-granted multiple times without any controversy.

Gcwihaba also expressed complete agreement that prospecting, and mining activities were permitted in the buffer zone subject to various environmental standards and practices spelled out in Botswana law, and further affirmed its commitment to comply with all such requirements and to develop the Xaudum Iron Formation project in an environmentally friendly manner.

With apparent agreement as to the facts and applicable law, and with renewed and unequivocal assurance from Gcwihaba that it would be sensitive to environmental issues and would fully comply with all laws and regulations in this regard, it was expected that any concerns had been more than addressed and that the PL020/2018 license would now be renewed in short order.

However, in a letter received on June 15, 2022, despite its earlier clear statements to Tsodilo that exploration and mining could be conducted in the buffer zone, and a history of similar statements by the Botswana government in multiple earlier UNESCO filings, the Ministry advised that the PL020/2018 license would not be renewed if it included any areas located within the buffer zone.

To reach a mutually acceptable resolution, the Company filed a revised renewal application reducing the buffer zone area of the license block to only an area proximate to a paved airport landing strip, a hospital and a shopping center all established, extended, or rebuilt after 2014 and all within the buffer zone.

While the bulk of the Company’s Xaudum Iron Formation resource remains free of any dispute, the area within the buffer zone is of sufficient value that the Company believes further efforts are appropriate to protect shareholder interest, and further believes that the conduct of the Botswana government in connection with the license renewal process has left no recourse other than seeking resolution in the courts. Accordingly, litigation was initiated on October 31, 2022, and an oral hearing was held in the High Court in Maun, Botswana on April 18, 2023.

On September 27, 2023, upon the Company’s application, the High Court of Botswana rendered an order that interdicts and restrains the Minister of Mines and Energy, through the Department of Mines or any other Department from receiving, considering, or assessing the renewal applications in relation to Prospecting Licenses PL's 021024/2018 pending the delivery of the judgement in the Applicant's review application with respect to Prospecting License PL021/2018.

On December 15, 2023, the High Court, Republic of Botswana rendered its judgement In re Gcwihaba Resources (Pty) Ltd. vs. Minister of Minerals and Energy and the Attorney General of Botswana, MAHMN-000075-22 , and ordered:

The decision of the 1st Respondent rejecting the application for the renewal of the Applicant’s prospecting license (020/ 2018) is illegal, unreasonable and or irrational;
The decision of the 1st Respondent rejecting the application for the renewal of the Applicant’s prospecting license (020/ 2018) is hereby set aside;
The 1st Respondent is ordered and directed to renew, within 14 days of this order, the applicant’s license (020/ 2018) subject only to justifiable safeguards necessary for the protection of the heritage area. Such safeguards are not to include any further demand for reduction or shifting of the license area or its coordinates;
Following renewal, the 1st Respondent is ordered to align the effective dates of contiguous licenses PL 021026/2018 with that of the renewed license;
The Respondents shall pay the costs of these proceedings.

On January 23, 2024, the Company filed an Interlocutory Application in the High Court, Republic of Botswana for an order calling upon the First Respondent, Minister of Minerals and Energy, to show cause why he ought not to be held in contempt of Court by reason of his failure to comply with the judgment of the Court dated 15 December 2023.

On March 4, 2024, PL’s 020 – 024/2018, were issued with an effective date of April 1, 2024, for their first renewal period of two years. Accordingly, the Company filed a Motion to withdraw its previous filed contempt motion. On March 25, 2024, the Company’s motion to dismiss the contempt proceeding was granted as well as associated costs.

14. NOTES TO THE CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS

	For the period	ended
	June 30
	2024	2023
Net change in non-cash working capital balances:
(Increase) decrease in accounts receivable and prepaid expenses	($22,810)	$ 11,290
Increase (decrease) in accounts payable and accrued liabilities	(22,929)	38,370
Increase in notes payable for operating activities	--	--
Total	($45,739)	$49,660
Non-cash Financing and Investing Activities:
Issuance of common shares for accounts payable and accrued liabilities	$16,074	$ --
Fair value of options exercised	$30,908	$ --

15. SUBSEQUENT EVENTS

There are no subsequent events to report occurring between the period end and the date of these condensed interim consolidated financial statements.

AI assistant

Tsodilo Resources Limited — Interim / Quarterly Report 2024

43484_rns_2024-08-23_dcfd0014-4c59-45fc-800c-54e6c82d23d7.pdf

TSODILO RESOURCES LIMITED

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND SIX MONTH PERIOD ENDED JUNE 30, 2024

Unaudited – Prepared by Management

CONTENTS

Financial Reporting Responsibility of Management

Management's Responsibility for Condensed Interim Consolidated Financial Statements

NOTICE OF NO AUDITOR REVIEW OF CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

Tsodilo Resources Limited

Condensed Interim Consolidated Statements of Financial Position

Nature of operations and going concern (note 1)

Commitments and contingencies (note 12)

APPROVED ON BEHALF OF THE BOARD OF DIRECTORS

Tsodilo Resources Limited

Tsodilo Resources Limited

Condensed Interim Consolidated Statements of Changes in Shareholders’ Equity

2024

2023

Tsodilo Resources Limited Condensed Interim Consolidated Statements of Cash Flows

1. NATURE OF OPERATIONS AND GOING CONCERN

2. SIGNIFICANT ACCOUNTING POLICIES

(c) Basis of Preparation

(d) Significant Accounting Judgments, Estimates and Assumptions

(i) Capitalization of exploration and evaluation costs

(ii) Impairment of exploration and evaluation assets

(iii) Estimation of decommissioning and restoration costs and timing of expenditure

(iv) Income, value added, withholding and other taxes

(v) Share-based payments

(vi) Functional Currency

(vii) Contingencies

(e) Earnings (Loss) per Common Share

(f)

Exploration and Evaluation Assets

(h) Cash

(i)

Foreign Currency Translation

I. Functional and presentation currency

II. Transactions and balances

III. Translation of foreign operations

(j) Income Taxes

(k) Share-based Compensation

(l) Severance Benefits

(m) Financial Assets

(n) Financial Liabilities

(o)

Impairment of Assets

(p)

Related Party Transactions

(q)

Share Capital

(r)

Provision for Environmental Rehabilitation

(s)

Lease Liability Accounting Policy

(t)

Application of New Accounting Policies

(u) New Standards, Amendments and Interpretations Not Yet Effective

3. EXPLORATION AND EVALUATION ASSETS:

General

Exploration and Evaluation Assets (Royalties)

OPERATING SUBSIDIARIES

Gcwihaba Resources (Pty) Ltd (“Gcwihaba”) - Botswana

Bosoto (Pty) Ltd (“Bosoto”) - Botswana

Newdico (Pty) Ltd (“Newdico”) - Botswana

Tsodilo Resources Bermuda Limited

4. PROPERTY, PLANT, AND EQUIPMENT

5. NOTES PAYABLE

6.

LEASE LIABILITY

7. SHARE CAPITAL

(a) Common Shares

Authorized, Issued and outstanding

(1) Issued during the period ended June 30, 2024:

(b) Warrants

(c) Stock Option Plan

2024

2023

8. INCOME TAXES

Tsodilo Resources Limited Interim / Quarterly Report 2024