Walker River Resources Corp. — Interim / Quarterly Report 2024

Apr 24, 2024

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CONDENSED INTERIM

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED

FEBRUARY 29, 2024

(Unaudited, Expressed in Canadian Dollars)

NOTICE OF NO AUDITOR REVIEW OF THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED FEBRUARY 29, 2024

The accompanying condensed interim consolidated financial statements of Walker River Resources Corp. (the “Company”) for the three months ended February 29, 2024, 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 condensed interim consolidated financial statements in accordance with the standards established by the Canadian Institute of Chartered Accountants for a review of the condensed interim statements by an entity’s auditor. These condensed interim consolidated financial statements include all adjustments, consisting of normal and recurring items, that management considers necessary for a fair presentation of the financial position, results of operations and cash flows.

WALKER RIVER RESOURCES CORP. CONDENSED INTERIM CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (EXPRESSED IN CANADIAN DOLLARS) (Unaudited)

AS AT	Notes	February 29, 2024	February 29, 2024	November 30, 2023	November 30, 2023
ASSETS
Current
Cash		$	341,337	$	543,271
Receivables			38,045		24,580
Prepaid expenses			931		7,851
			380,313		575,702
Non-current assets
Reclamation bond	5		54,854		54,903
Equipment	4		29,346		31,725
Exploration and evaluation assets	5,9		8,426,318		8,359,397
Total assets		$	8,890,831	$	9,021,727
LIABILITIES AND SHAREHOLDERS’	EQUITY
Current
Accounts payable and accrued liabilities	6	$	418,941	$	524,060
Due to relatedparties	9		46,470		35,368
Total liabilities			465,411		559,428
EQUITY
Share capital	7		16,976,691		16,590,774
Share subscriptions	7		-		323,100
Reserves	7		2,735,992		2,657,892
Deficit			(11,287,263)		(11,109,467)
Total equity			8,425,420		8,462,299
Total liabilities and shareholders’ equity		$	8,890,831	$	9,021,727

Nature and continuance of operations (Note 1) Subsequent events (Notes 5, 10, and 11)

Authorized for issuance on behalf of the board on April 24, 2024:

“Michel David” Director “Eric Falardeau” Director

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

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WALKER RIVER RESOURCES CORP. CONDENSED INTERIM CONSOLIDATED STATEMENTS OF LOSS AND COMPREHENSIVE LOSS (EXPRESSED IN CANADIAN DOLLARS) (Unaudited)

Note	For the three months ended
	February 29, 2024 February 28, 2023
Operating expenses: Administration Advertising and promotion Audit and accounting Consulting 9 Legal Management fees 9 Office and miscellaneous Rent Transfer agent and filing fees Travel	$ 20,413 $ 16,733 3,240 12,520 4,452 - 76,000 129,000 - 2,675 58,000 51,000 4,745 9,727 4,894 4,540 1,626 1,791 4,426 11,446
	(177,796) (239,432)
Net loss and comprehensive loss	$(177,796) $(239,432)
Loss per share–basic and diluted	$ (0.00) $ (0.01)
Weighted average number of common shares outstanding– basic and diluted	43,169,884 36,890,195

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

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WALKER RIVER RESOURCES CORP. CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (EXPRESSED IN CANADIAN DOLLARS)

(Unaudited)

	Number of		Subscriptions	Subscriptions
	shares	Amount	Received		Reserves		Deficit	Total
Balance, November 30, 2022	36,826,862	$ 16,005,430	$	-	$	2,688,465	$ (10,283,278)	$ 8,410,617
Shares issued on exercise of warrants	100,000	30,000		-		-	-	30,000
Shares issued on exercise of options	200,000	72,106		-		(32,106)	-	40,000
Comprehensive loss	-	-		-		-	(239,432)	(239,432)
Balance, February 28, 2023	37,126,862	$ 16,107,536	$	-	$	2,656,359	$ (10,522,710)	$ 8,241,185
Balance, November 30, 2023	40,251,862	$ 16,590,774	$ 323,100		$ 2,657,892		$ (11,109,467)	$ 8,462,299
Units issued for cash	3,124,000	390,500	(323,100)			78,100	-	145,500
Share issuance costs	-	(4,583)		-		-	-	(4,583)
Comprehensive loss	-	-		-		-	(177,796)	(177,796)
Balance, February 29, 2024	43,375,862	$ 16,976,691	$	-	$ 2,735,992		$ (11,287,263)	$ 8,425,420

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

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WALKER RIVER RESOURCES CORP. CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS (EXPRESSED IN CANADIAN DOLLARS) (Unaudited)

	For the three months ended
	February 29, 2024 February 28, 2023
OPERATING ACTIVITIES Net loss Items not affecting cash: Foreign exchange adjustment Changes in non-cash working capital balances: Receivables Prepaid expenses Accounts payable and accrued liabilities Due to related parties	$ (177,796) $ (239,432) 49 (706) (13,465) (10,523) 6,920 2,410 4,517 6,489 20,602 9,650
Cash used in operating activities	(159,173) (232,112)
INVESTING ACTIVITIES Exploration and evaluation assets Loan	(53,178) (82,637) - 792
Cash used in investing activities	(53,178) (81,845)
FINANCING ACTIVITIES
Issuance of units (net of issuance costs) Warrants exercised for shares Option exercised for shares	10,417 - - 30,000 - 40,000
Cash provided by financing activities	10,417 70,000
DECREASE IN CASH CASH, BEGINNING	(201,934) (243,957) 543,271 690,620
CASH, ENDING	$ 341,337 $ 446,663
SUPPLEMENTAL CASH FLOW INFORMATION AND NON-CASH TRANSACTION
Units issued on conversion of related party debt Exploration and evaluation assets included in accounts payable Exploration and evaluation assets included in due to related parties Depreciationcapitalized	$ 25,500 $ - $ 7,056 $ 26,851 $ 16,000 $ - $2,379 $ 3,399

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

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WALKER RIVER RESOURCES CORP. NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED FEBRUARY 29, 2024 (EXPRESSED IN CANADIAN DOLLARS) (Unaudited)

1. NATURE AND CONTINUATIOIN OF OPERATIONS

Walker River Resources Corp. (the “Company”) was incorporated pursuant to the Business Corporations Act ( British Columbia ) on December 16, 2010. The principal business of the Company is the identification, evaluation, acquisition and exploration of mineral properties. The Company’s shares are listed on the TSX Venture Exchange (the “Exchange”) under the symbol WRR.

The address of the Company’s registered records office and its principal place of business is 820 – 1130 West Pender Street, Vancouver, British Columbia, V6E 4A4 Canada.

2. BASIS OF PREPARATION AND GOING CONCERN

a) Statement of compliance

The condensed interim consolidated financial statements have been prepared in accordance with International Accounting Standard IAS 34 – Interim Financial Reporting. The interim condensed financial statements, prepared in conformity with IAS 34, follow the same accounting principles and methods of application as the most recent audited annual financial statements. Since these condensed interim consolidated financial statements do not include all disclosures required by the International Financial Reporting Standards (“IFRS”) for annual financial statements, they should be read in conjunction with the Company’s audited annual consolidated financial statements for the year ended November 30, 2023.

b) Going concern

These condensed interim consolidated financial statements were prepared on a going concern basis which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. For the three months ended February 29, 2024, the Company has negative cash flow from operations and recurring operating losses and as at that date, has an accumulated deficit of $11,287,263. The continuing operations of the Company are dependent upon its ability to obtain sufficient financing and the success of its exploration activities. This indicates the existence of a material uncertainty that may cast significant doubt about the Company's ability to continue as a going concern. Management intends to finance operating costs with loans from directors and companies controlled by directors and/or issuance of common shares. If the Company is unable to continue as a going concern, the net realizable value of its assets may be materially less than the amounts on its statement of financial position.

c) Functional currency

The functional and presentation currency of the Company and its subsidiary is the Canadian dollar.

d) Principles of consolidation

These condensed interim consolidated financial statements include the accounts of the Company and its wholly owned subsidiary Walker River Resources LLC, incorporated in the state of Nevada.

Control exists when the Company has the power, directly or indirectly, to govern the financial and operating policies of an entity so as to obtain benefit from its activities. All inter-company account have been eliminated.

e) Measurement basis

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

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WALKER RIVER RESOURCES CORP. NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED FEBRUARY 29, 2024 (EXPRESSED IN CANADIAN DOLLARS) (Unaudited)

information.

3. FINANCIAL INSTRUMENTS AND FINANCIAL RISK

IFRS 13, Fair-Value Measurement , establishes a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The fair value hierarchy has the following levels:

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

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

Fair value of financial instruments

The Company’s financial instruments include cash, other receivables, reclamation bond, accounts payable and accrued liabilities, loan receivable and amounts due to or from related parties. The carrying value of these instruments approximates their fair values due to the relatively short periods of maturity of these instruments.

Financial risk management objectives and policies

The Company’s financial instruments include cash, accounts payable and due to related parties. The risks associated with these financial instruments and the policies on how to mitigate these risks are set out below. Management manages and monitors these exposures to ensure appropriate measures are implemented on a timely and effective manner.

(i) Currency risk

The Company’s expenses are denominated in Canadian dollars, except for certain exploration and evaluation expenditures incurred during the year which are denominated in US dollars. The Company’s corporate office is based in Canada and current exposure to exchange rate fluctuations is minimal. The Company does not have any significant foreign currency denominated monetary liabilities. As at February 29, 2024, the Company had a total of $41,345 (US$30,468) in US$ that were on deposit with major banks in US and Canada.

(ii) Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate due to changes in market interest rates. At February 29, 2024, the Company’s exposure to interest rate risk is considered minimal.

(iii) Credit risk

Credit risk is the risk of an unexpected loss if a customer or third party to a financial instrument fails to meet its contractual obligations. As at February 29, 2024, the Company did not have any loans or advances receivable that were outstanding. The Company is also exposed to credit risk on its cash. To minimize the credit risk on cash the Company places the instrument with a major financial institutions.

(iv) Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. In the management of liquidity risk, the Company maintains a balance between continuity of funding and the flexibility through the use of borrowings. Management closely monitors the liquidity position and expects to have adequate sources of funding to finance the Company’s projects and operations.

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WALKER RIVER RESOURCES CORP. NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED FEBRUARY 29, 2024 (EXPRESSED IN CANADIAN DOLLARS) (Unaudited)

The Company’s financial liabilities at February 29, 2024, mature as follows:

		<1year		1-5 Years		Total
Accounts payable and accrued liabilities	$	418,941	$	–	$	418,941
Due to relatedparties	$	46,470	$	–	$	46,470

(v) Commodity Price Risk

The Company’s ability to raise capital to fund exploration activities is subject to risks associated with fluctuations in the market price of mineral resources. The Company closely monitors commodity prices to determine the appropriate course of actions to be taken.

4. EQUIPMENT

	Vehicles		Equipment		Total
Cost
Balance at November 30, 2022 and 2023, and
at February 29, 2024	$ 100,472	$	48,147	$	148,619
Accumulated Depreciation	Vehicle		Equipment		Total
Balance at November 30, 2022	$ 67,826		$ 35,472	$	103,298
Depreciation	9,794		3,803		13,596
Balance at November 30, 2023	77,620		39,275		116,894
Depreciation	1,714		665		2,379
Balance at February 29, 2024	$ 79,334		$ 39,940	**$ **	119,273
Net Carrying Amounts	Vehicle		Equipment		Total
Balance at November 30,2023	$22,852		$8,872	$	31,725
Balance at February 29, 2024	$ 21,138		$ 8,207	$	29,346

5. EXPLORATION AND EVALUATION ASSETS

Lapon Gold Project, Nevada

The Company owns 100% of the Lapon Gold Project, which consists of three areas, Lapon Canyon Project, Rattlesnake Project, and Pikes Peak Project, and is comprised of 147 claims. The previous owner of the Lapon Canyon portion of the Lapon Gold Project retains a 1% Net Smelter Return (“NSR”). The Company has an option to buy the NSR for $300,000.

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WALKER RIVER RESOURCES CORP. NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED FEBRUARY 29, 2024 (EXPRESSED IN CANADIAN DOLLARS) (Unaudited)

Total costs incurred on the Lapon Gold Project are summarized as follows:

	Three months	Year
Lapon Gold Project	ended	ended
	February 29, 2024	November 30, 2023
Acquisition costs:
Balance, beginning	$ 3,911,827	$ 3,866,660
Additions	-	45,167
	3,911,827	3,911,827
Deferred exploration expenditures:
Balance, beginning	4,447,570	4,189,377
Geologist fees and assays	64,542	244,597
Equipment depreciation(Note 4)	2,379	13,596
	4,514,491	4,447,570
Balance, end of theperiod	$ 8,426,318	$ 8,359,397

In addition to the above costs, the US federal Bureau of Land Management (BLM) requires the Company to post a bond of US$23,070 (CAD$31,306) on its Lapon Canyon Project to cover future decommissioning costs and a bond of US$17,353 (CAD$23,548) on its Rattlesnake Project to cover future decommissioning costs.

6. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

		February 29,	November 30,	November 30,
		2024		2023
Accounts payable	$	244,490	$	248,605
Accrued liabilities		174,451		275,455
	$	418,941	$	524,060

7. SHARE CAPITAL

Authorized

The Company is authorized to issue an unlimited number of common shares without par value.

Issued

On December 6, 2023, the Company closed a non-brokered private placement issuing 3,124,000 units (the “Units”) at a price of $0.15 per Unit for aggregate proceeds of $468,600, of which $323,100 were received during the year ended November 30, 2023 (the “Private Placement”). Each Unit consists of one common share and one warrant exercisable into an additional share at $0.20 per share, for a period of 24 months from the closing of the Private Placement. The Company determined that the warrants were valued at $0.025 per warrant share issued, and therefore $78,100 of the total proceeds received were recorded as part of reserves.

As part of the Private Placement, the Company’s CFO converted a total of $25,500 owed to him for the services into 170,000 Units on the same terms.

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WALKER RIVER RESOURCES CORP. NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED FEBRUARY 29, 2024 (EXPRESSED IN CANADIAN DOLLARS) (Unaudited)

Stock options

The Company has a Stock Option Plan (the “Plan”) pursuant to which the Company’s board of directors may grant incentive stock options to directors, officers, employees and consultants. Under the plan, the aggregate number of common shares which may be subject to option at any one time may not exceed 10% of the issued common shares of the Company as of that date including options granted prior to the adoption of the Plan. Options granted may not exceed a term of ten years, and the term will be reduced to one year following the date of death of the optionee. All options vest when granted unless otherwise specified by the Board of Directors.

The Company did not grant any options during the three-month periods ended February 29, 2024.

A summary of the Company’s stock options is as follows:

			Weighted
	Number of		Average
	Options		Exercise Price
Balance, November 30, 2022	3,600,000	$	0.26
Exercised	(200,000)	$	0.20
Balance, November 30, 2023	3,400,000	$	0.26
Expired	(166,667)	$	0.66
Balance, February 29, 2024	3,233,333	$	0.24

As at February 29, 2024, the following stock options were exercisable:

Number of Options	Exercise Price	Years remaining	Expiry Date
333,333	$0.63	0.55	September 15, 2024
2,900,000	$0.20	3.75	November 28,2027
3,233,333	$0.24	3.42

Warrants

A summary of the Company’s share purchase warrants is as follows:

			Weighted
	Number of		Average
	Warrants		Exercise Price
Balance, November 30, 2022	8,738,395	$	0.64
Exercised	(100,000)	$	0.30
Expired	(6,238,395)	$	0.78
Issued	3,183,975	$	0.20
Balance, November 30, 2023	5,583,975	$	0.24
Issued	3,124,000	$	0.20
Balance, February 29, 2024	8,707,975	$	0.23

As at February 29, 2024, the following share purchase warrants were outstanding:

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WALKER RIVER RESOURCES CORP. NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED FEBRUARY 29, 2024 (EXPRESSED IN CANADIAN DOLLARS) (Unaudited)

Number of Warrants	Exercise Price	Years remaining	Expiry Date
2,400,000	$0.30	0.58	September 28, 2024
3,183,975(1)	$0.20	1.30	June 16, 2025
3,124,000	$0.20	2.77	December 6,2026
8,707,975	$0.23	1.63

(1) Of the 3,183,975 warrants, 58,975 Warrants were issued as Finder’s Warrants.

Nature and Purpose of Reserves

Stock option reserve

The stock option reserve records items recognized as share‐based compensation expense until such time that the stock options are exercised, at which time the corresponding amount is transferred to share capital.

Warrant reserves

The warrant reserve records items recognized as the value of warrants issued with respect to financings and not classified as liabilities until such time as the warrants are exercised, at which time the corresponding amount is transferred to share capital.

Deficit

Deficit is used to record the Company’s change in deficit from earnings and losses from period to period.

8. MANAGEMENT OF CAPITAL

The Company's objectives when managing capital are to safeguard its ability to continue as a going concern in order to pursue its operations and to maintain a flexible capital structure, which optimizes the costs of capital at an acceptable risk. The Company considers its capital for this purpose to be its shareholders' equity.

The Company's primary source of capital is through the issuance of equity. The Company manages and adjusts its capital structure when changes in economic conditions occur. To maintain or adjust the capital structure, the Company may seek additional funding. The Company may require additional capital resources to meet its administrative overhead expenses in the long term. The Company believes it will be able to raise capital as required in the long term but recognizes there will be risks involved that may be beyond its control. There are no external restrictions on the management of capital. There has been no change to the Company’s approach to managing capital during the year.

9. RELATED PARTY TRANSACTIONS AND BALANCES

a) Related party transactions

Key management personnel include those persons having authority and responsibility for planning, directing and controlling the activities of the Company as a whole. During the three-month periods ended February 29, 2024 and February 28, 2023, the following amounts were incurred or paid to officers, directors and/or their related companies:

companies:
	February 29,		February 28,
		2024		2023
Consulting fees (i)	$	15,000	$	15,000
Deferred exploration expense (ii)		57,000		17,000
Management fees(iii)		58,000		51,000
	$	130,000	$	83,000

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WALKER RIVER RESOURCES CORP. NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED FEBRUARY 29, 2024 (EXPRESSED IN CANADIAN DOLLARS) (Unaudited)

• i) The Company paid or accrued $15,000 (February 28, 2023: $15,000) in consulting fees to a director of the Company.

• ii) The Company incurred $57,000 (February 28, 2023: $17,000) for exploration expenses on the Lapon Gold Project to a related company.

• iii) The Company paid or accrued $58,000 (February 28, 2023: $51,000) in key management compensation to two of its directors and officers. Key management includes directors and key officers of the Company, including the President, CEO and CFO.

• b) Related party balances

The following amounts were due to related parties as at February 29, 2024, and November 30, 2023:

• i) Amounts due to related parties include a balance due to a director and officer of the Company for management fees and reimbursable expenses of $16,966 (November 30, 2023: $7,568). This amount is unsecured, non-interest bearing, with no fixed terms of repayment.

• ii) Amounts due to related parties include a balance due to a director and officer of the Company for management fees of $13,504 (November 30, 2023: $27,800). This amount is unsecured, non-interest bearing, with no fixed terms of repayment.

• iii) Amounts due to related parties include a balance due to a related company for exploration expenses on the Lapon Gold Project of $16,000 (November 30, 2023: $Nil). This amount is unsecured, non-interest bearing, with no fixed terms of repayment.

c) As part of the Private Placement, one of the directors of the Company converted a total of $22,500 accrued to him on account of management fees into 170,000 Units (Note 7).

10. CONTINGENCY

During the year ended November 30, 2021, the Company received a legal claim against the Company arising in the normal course of operations. Management is of the opinion that the outcome of any potential litigation will not have a material adverse impact on the Company’s financial position or results of operations. As at February 29, 2024 and November 30, 2023, the accounts payable and accrued liabilities did not include any provisions for the settlement of the claim. On April 5, 2024, the Company entered into an agreement to settle the legal claim. The settlement agreement requires the Company to make three monthly cash payments of $40,000 each beginning April 9, 2024.

11. SUBSEQUENT EVENT

On March 15, 2024, the Company issued 2,780,000 units (the “March Units”) of the Company at a price of $0.18 per unit for gross proceeds of $500,400. Each March Unit consisted of one share and one warrant, exercisable into one additional share at a price of $0.25 expiring on March 15, 2026.

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