World Copper Ltd. — Interim / Quarterly Report 2023

Nov 17, 2023

WORLD COPPER LTD. (An Exploration Stage Company)

Interim Consolidated Financial Statements (Unaudited – Prepared by Management)

Nine months ended September 30, 2023 and 2022 Expressed in Canadian Dollars

Corporate Head Office 2710 – 200 Granville Street Vancouver, BC V6C 1S4

(An Exploration Stage Company) Interim Consolidated Financial Statements (Expressed in Canadian Dollars) September 30, 2023

INDEX	Page

Notice of No Auditor Review	3
Interim Consolidated Financial Statements	4-7
Interim Consolidated Statements of Financial Position	4
Interim Consolidated Statements of Loss and Comprehensive Loss	5
Interim Consolidated Statements of Changes in Shareholders' Equity	6
Interim Consolidated Statements of Cash Flows	7
Notes to Interim Consolidated Financial Statements	8-29

NOTICE OF NO AUDITOR REVIEW OF INTERIM FINANCIAL STATEMENTS

Under National Instrument 51-102, Part 4, subsection 4.3(3)(a), if an auditor has not performed a review of the 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 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 interim consolidated financial statements in accordance with standards established by the Chartered Professional Accountants of Canada for a review of interim financial statements by an entity's auditor.

Interim Consolidated Statements of Financial Position (Expressed in Canadian Dollars) As at September 30, 2023 and December 31, 2022

		September30,2023	December 31,2022
		(Unaudited)	(Audited)
ASSETS
Current
Cash	$	370,371	$7,409
Receivables		142,672	272,206
Marketable securities (Note 4)		-	560,000
Prepaids		192,489	446,270
		705,532	1,285,885
Non-Current
Prepaids		-	74,144
Deposits		7,587	7,587
Equipment (Note 5)		7,529	11,279
Exploration and evaluation assets(Note 8)		42,950,527	42,366,709
Total Assets	$	43,671,175	$43,745,604
LIABILITIES AND SHAREHOLDERS' EQUITY
Current
Accounts payable and accrued liabilities (Note 12)	$	1,806,910	$2,956,151
Current portion of related party loans (Notes 9and 12)		4,352,109	2,660,292
Due to Wealth Minerals (Note 12)		112,487	112,450
Loan payable (Note 9)		60,000	60,000
		6,331,506	5,788,893
Non-Current
Related party loans (Notes 9and 12)		-	1,266,970
		6,331,506	7,055,863
Shareholders' Equity
Capital stock (Note 10)		55,189,437	53,175,656
Share-based payment reserves (Notes10 and 11)		1,746,592	2,343,305
Equity portion of compound instruments		937,647	-
Deficit		(20,534,007)	(18,829,220)
		37,339,669	36,689,741
Total Liabilities and Shareholders'Equity	$	43,671,175	$43,745,604
On behalf of the Board:(Signed)"Hendrik Van Alphen"	(Signed)"Timothy McCutcheon"

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

Hendrik Van Alphen, Director Timothy McCutcheon, Director

Interim Consolidated Statements of Income (Loss) and Comprehensive Income (Loss) Three and Nine Months ended September 30, 2023 and 2022 (Unaudited - Expressed in Canadian Dollars)

	Three monthsendedSeptember 30,2023	Three monthsendedSeptember 30,2022				Nine monthsendedSeptember 30,2023				Nine monthsendedSeptember 30,2022
EXPENSES
Accretion (Notes 9 and 12)	$44,694	$	38,046	$	231,282	$	100,743
Consultingfees (Note 12)	231,451		484,960		1,094,749		1,567,382
Depreciation (Note 5)	1,250		1,250		3,750		3,750
Exploration and evaluation (Note 8)	260,795		684,351		622,680		5,601,084
Foreign exchange (gain) loss	5,932		210,366		126,176		202,323
Insurance	18,786		26,374		62,747		59,972
Interest (Notes 9and 12)	104,804		147,816		301,957		284,311
Office and miscellaneous	34,204		30,856		84,655		130,488
Professional fees	181,745		239,831		346,813		537,244
Rent (Note 12)	31,873		24,847		88,538		70,591
Share-based payments (Notes11 and 12)	8,715		1,795,179		84,945		4,777,695
Shareholder communications	158,158		551,957		574,328		1,243,967
Transfer agent and regulatory fees	1,829		15,738		47,240		43,611
Travel	83,896		63,069		197,650		342,845
Wages and benefits (Note 12)	63,251		67,909		195,595		222,055
Loss before the followingInterest income	(1,231,383)7,839		(4,382,549)-		(4,063,105)7,839		(15,188,061)-
Recovery of Exploration and evaluation (Note 8)	-		-		2,422,778		-
Gain on sale of royalty (Note 8)	-		1,970,000		-		285,353
Loss on extinguishment(Note 9)	-		-		(696,201)		-
Loss on sale of investment (Note 4)	-		-		(60,000)		-
Net Income (Loss)and ComprehensiveIncome(Loss)for the Period	$(1,223,544)	$	(2,412,549)	$	(2,388,689)	$	(14,902,708)
Basic and diluted income (loss)per commonshare	$(0.01)	$	(0.02)	$	(0.02)	$	(0.15)
Weighted average number of common sharesoutstanding	125,006,998		107,932,417		120,949,955		96,180,276

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

Interim Consolidated Statements of Changes in Shareholders' Equity (Unaudited - Expressed in Canadian Dollars)

			Share-based	EquityPortion of		Total
	Number ofShares	Capital Stock	PaymentReserve	CompoundInstruments	Deficit	Shareholders'Equity
Balance, December 31, 2021	60,374,577	$17,072,847	$1,441,575	$24,746	$(9,025,851)	$9,513,317
Shares issued –Zonia acquisition	29,389,236	26,450,312	-	-	-	26,450,312
Shares issued –settlement of Royalty Option	7,731,286	3,092,514	-	-	-	3,092,514
Shares issued –special warrant	1,238,612	334,425	-	-	-	334,425
Shares issued –private placement	9,540,915	2,862,275	-	-	-	2,862,275
Share issue costs –paid in cash	-	(74,214)	-	-	-	(74,214)
Finder fee warrants –on private placements	-	(37,056)	37,056	-	-	-
Option exercises	100,000	65,001	(23,001)	-	-	42,000
Warrant exercises	5,325,705	3,520,552	(847,444)	-	-	2,673,108
Share-based payments	-	-	4,777,695	-	-	4,777,695
Warrants issue on Zoniaacquisition (Note 7)	-	-	3,465,355	-	-	3,465,355
Transfer of cancelled options	-	-	(2,982,516)	-	2,982,516	-
Transfer of expired options	-	-	(989,057)	-	989,057	-
Transfer of expired warrant reserves (Note 9)	-	-	(1,643,230)	(24,746)	1,667,976	-
Loss for the period	-	-	-	-	(14,902,708)	(14,902,708)
Balance, September 30, 2022	113,700,331	53,286,656	3,236,433	-	(18,289,010)	38,234,079
Share issue costs –paid in cash	-	(111,000)	-	-	-	(111,000)
Share-based payments	-	-	111,248	-	-	111,248
Transfer of expired warrants	-	-	(1,004,376)	-	1,004,376	-
Loss for the period	-	-	-	-	(1,544,586)	(1,544,586)
Balance, December 31, 2022	113,700,331	53,175,656	2,343,305	-	(18,829,220)	36,689,741
Shares issued –private placement	11,306,667	2,035,200	-	-	-	2,035,200
Share issue costs –paid in cash	-	(19,175)	-	-	-	(19,175)
Finder fee warrants –on private placements	-	(2,244)	2,244	-	-	-
Share-based payments	-	-	84,945	-	-	84,945
Warrants issue Loan extensions (Note 9)	-	-	-	937,647	-	937,647
Transfer of cancelled options	-	-	(514,081)	-	514,081	-
Transfer of expired warrants	-	-	(169,821)	-	169,821	-
Loss for the period	-	-	-	-	(2,388,689)	(2,388,689)
Balance, September 30, 2023	125,006,998	$55,189,437	$1,746,592	$937,647	$(20,534,007)	$37,339,669

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

Interim Consolidated Statements of Cash Flows For the periods ended September 30, 2023 and 2022 (Unaudited - Expressed in Canadian Dollars)

	Nine monthsendedSeptember 30,	Nine monthsendedSeptember 30,
	2023	2022
CASH FLOWS FROM OPERATING ACTIVITIES
Loss for the period	$(2,388,689)	$(14,902,708)
Item not affecting cash:
Accretion on loans	231,282	100,743
Depreciation	3,750	3,750
Accrued interest on loans	300,376	284,311
Foreign exchange on loans	134,635	169,505
Loss on extinguishment	696,201	-
Marketable securities received on sale of royalty	-	(470,000)
Shares issued for royalty repurchased	-	3,092,514
Loss on sale of investments	60,000	-
Share-based payments	84,945	4,777,695
Changes in non-cash working capital items:
Receivables	129,534	(179,652)
Prepaids	327,925	290,626
Accounts payable and accrued liabilities	(1,149,241)	1,365,317
Net cash used in operating activities	(1,569,282)	(5,467,899)
CASH FLOWS FROM INVESTINGACTIVITIES
Proceeds on sale of marketable securities	500,000	-
Cash received on Zonia acquisition	-	7,106
Zonia acquisition costs	-	(92,070)
Exploration and evaluation assets	(583,818)	(523,631)
Net cash provided by investing activities	(83,818)	(608,595)
CASH FLOWS FROM FINANCING ACTIVITIES
Due to Gold Springs Resource Corp.	-	(500,000)
Due to Wealth Minerals	37	(152)
Due from Cardero Resources	-	(18,945)
Loan repayments	-	(12,500)
Proceeds from issuance of shares	2,035,200	5,577,383
Share issue costs	(19,175)	(74,214)
Net cash provided by financing activities	2,016,062	4,971,572
Change in cash for the period	362,962	(1,104,922)
Cash, beginning of period	7,409	2,321,740
Cash, end of period	$370,371	$1,216,818
Cash paid for interest	$-	$-
Cash paid for tax	$-	$-

Significant non-cash financing and investing transactions during the period ended September 30, 2023 included:

• Issued 32,297 warrants valued at $2,244 as finder's fees for private placements (Note 10).

• Issued 10,321,657 warrants with a value of $937,647 on loan extensions (Notes 9 and 12).

Significant non-cash financing and investing transactions during the year ended December 31, 2022 included:

• Deferred acquisition costs of $650,789 was added to exploration and evaluation assets on the Zonia acquisition (Note 7).

• Issued 29,389,236 shares with a value of $26,450,312 and 7,445,273 warrants with a value of $3,465,355 on the acquisition of Zonia (Note 7).

• Net liabilities of $4,254,277 was added to exploration and evaluation assets on the Zonia acquisition (Note 7).

• Issued 1,238,612 shares valued at $334,425 under a deemed partial exercise of a special warrants issued on the Acquisition of the TMI Group (Note 6).

• Issued 194,844 warrants valued at $37,056 as finder's fees for private placements (Note 10).

1. NATURE OF OPERATIONS AND GOING CONCERN

Allante Resources Ltd. (the "Company") was incorporated under the Business Corporations Act (British Columbia) on June 16, 2006 and was classified as a Capital Pool Company as defined in the TSX Venture Exchange ("TSXV") Policy 2.4. On March 7, 2007, the Company's shares began trading on the TSXV, and on February 3, 2010, the Company's shares were moved to the NEX board where they traded under the symbol ALL.H. On January 15, 2021, the Company changed its name from Allante Resources Ltd. to World Copper Ltd. and began trading under the symbol "WCU.V" on the TSXV on January 26, 2021.

On January 28, 2022, the Company completed a qualifying transaction (the "Zonia Transaction") to acquire Zonia Holdings Corp. (Note 7).

The Company is an exploration stage junior mining company currently engaged in the identification, acquisition and exploration of mineral resources in Chile and the United States. The Company's head office and records office are located at #2710 – 200 Granville St., Vancouver, British Columbia, V6C 1S4, Canada.

These interim consolidated financial statements have been prepared on the basis of accounting principles applicable to a going concern. Several adverse conditions may cast significant doubt on the validity of this assumption. The Company incurred an operating loss of $2,388,689 during the period ended September 30, 2023 (September 30, 2022 – $14,902,708). The Company is currently unable to self-finance operations, has limited resources, has no source of operating cash flow, and has no assurances that sufficient funding will be available to conduct further exploration and development of its exploration and evaluation assets and to maintain operations.

The Company has relied principally upon the issuance of securities for financing. Future capital requirements will depend on many factors, including the Company's ability to execute its business plan. The Company intends to continue relying upon the issuance of securities to finance its future activities, but there can be no assurance that such financing will be available on a timely basis under terms acceptable to the Company.

These interim consolidated financial statements do not include any adjustments to the carrying amounts and classification of assets and liabilities that may result from the inability to secure future financing, and therefore be unable to continue as a going concern. Such a situation would have a material adverse effect on the Company's business, financial performance, and financial condition. Such adjustments could be material.

2. BASIS OF PRESENTATION

a) Basis of presentation

These interim consolidated financial statements have been prepared using accounting policies consistent with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB") and in accordance with International Accounting Standard ("IAS") 34, Interim Financial Reporting.

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

The policies applied in these interim consolidated financial statements are based on IFRS issued and effective as of September 30, 2023. The Board of Directors approved these consolidated financial statements for issue on November 17, 2023.

2. BASIS OF PRESENTATION (Continued)

b) Functional and presentation currency

These consolidated financial statements are presented in Canadian dollars, which is the functional currency of the Company and its subsidiaries.

c) Principles of consolidation

These consolidated financial statements include the financial statements of the Company and the entities controlled by the Company. Control exists when the Company has the power, directly or indirectly, to govern the financial and operating policies of an entity so as to obtain benefits from its activities. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases. All significant intercompany transactions and balances have been eliminated.

The consolidated financial statements include the accounts of the Company and its subsidiaries listed in the following table:

	Country ofIncorporation	PrincipalActivity	Interest atSeptember 30,2023	Interest atDecember 31,2022
SASC Metallurgy Corp.	Canada	Mineral exploration	100%	100%
("SASC")
Zonia Holdings Corp.	Canada	Mineral exploration	100%	100%
("Zonia")
Escalones Copper Corp.	Canada	Mineral exploration	100%	100%
("Escalones")
Cardero Copper (USA) Inc.	USA	Mineral exploration	100%	-
TriMetals Mining Chile SCM	Chile	Mineral exploration	100%	100%
("TriMetals")
Wealth Copper Chile S.p.A	Chile	Mineral exploration	100%	100%

2. BASIS OF PRESENTATION (Continued)

d) Critical estimates, judgments and assumptions

The preparation of the Company's consolidated financial statements requires management to make judgments, estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting year. Estimates and assumptions are continually evaluated and are based on management's experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Actual results could 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:

Critical accounting estimates

Critical accounting estimates are estimates made by management that may result in a material adjustment to the carrying amount of assets and liabilities within the next financial year and include, but are not limited to, the following:

Stock based compensation

Stock based compensation is valued using the Black-Scholes option pricing model at the date of grant and expensed in profit or loss over vesting period of each award. The Black Scholes option pricing model utilizes subjective assumptions such as expected price volatility and expected life of the option. Stock based compensation expense also utilizes subjective assumption on forfeiture rate. Changes in these input assumptions can significantly affect the fair value estimate.

Fair value of consideration in reverse take-over transaction

The fair value of consideration to acquire the Company in the reverse take-over transaction comprised common shares. Common shares were valued on the date of issuance. The Company applied IFRS 2 Share-based Payment in accounting for the Allante Transaction.

Fair value of consideration in asset acquisition

The fair value of consideration to acquire Zonia Holdings Corp. comprised common shares and warrants. Both were valued on the date of issuance. The Company applied IFRS 2 Share-based Payment in accounting for the Zonia Transaction.

Significant Judgments

The preparation of these consolidated financial statements requires management to use judgment in applying its accounting policies and estimates and assumptions about the future. The following discusses the most significant accounting judgments the Company has made in the preparation of the consolidated financial statements.

Going concern

The assumption that the Company will be able to continue as a going concern is subject to critical judgments of management with respect to assumptions surrounding the short and long-term operating budget, expected profitability, investing and financing activities, and management's strategic planning. Should those judgments prove to be inaccurate, management's continued use of the going concern assumption could be inappropriate.

2. BASIS OF PRESENTATION (Continued)

d) Critical estimates, judgments and assumptions (Continued)

Exploration and evaluation assets impairment

At the end of each reporting period, the Company assesses each of its exploration and evaluation assets or cashgenerating units ("CGUs") to determine whether any indication of impairment exists. The Company has used geographical proximity, geological similarities, analysis of shared infrastructure, commodity type, assessment of exposure to market risks and materiality to define its CGUs.

Judgment is required in determining whether indicators of impairment exist, including factors such as: the period for which the Company has the right to explore, expected renewals of exploration rights, whether substantive expenditures on further exploration and evaluation of resource properties are budgeted or planned, and results of exploration and evaluation activities on the exploration and evaluation assets. If such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment, if any.

Compound instruments

Compound financial instruments were separated into their liability and equity components on the consolidated statements of financial position. The liability component is initially recognized at fair value, calculated at the present value of the liability based upon non-convertible debt issued by comparable issuers and accounted for at amortized cost using the effective interest rate method. The effective interest rate used is the estimated rate for non-convertible debt with similar terms at the time of issue.

Modification versus extinguishment of financial liability

Judgment is required in applying IFRS 9 Financial Instruments to determine whether the amended terms of the loan agreement is a substantial modification of an existing financial liability and whether it should be accounted for as an extinguishment of the original financial liability.

Deferred tax assets

The extent to which deferred tax assets can be recognized is based on an assessment of the probability of the Company generating future taxable income against which the deferred tax assets can be utilized. In addition, significant judgment is required in classifying transactions and assessing probable outcomes of tax positions taken, and in assessing the impact of any legal or economic limits or uncertainties in various tax jurisdictions.

3. SIGNIFICANT ACCOUNTING POLICIES

a) Equipment

Recognition and measurement

On initial recognition, equipment is valued at cost, being the purchase price and directly attributable costs of acquisition or construction required to bring the asset to the location and condition necessary to be capable of operating in the manner intended by the Company, including appropriate borrowing costs and the estimated present value of any future unavoidable costs of dismantling and removing items. The corresponding liability is recognized within provisions.

Equipment is subsequently measured at cost less accumulated depreciation and any accumulated impairment losses.

Depreciation

Depreciation is recognized in profit or loss at the following annual rates:

Computer software – 100% declining-balance basis Computers and office equipment – 20% to 30% declining-balance basis

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

b) Exploration and evaluation assets

All of the Company's projects are currently in the exploration and evaluation phase. Pre-exploration costs are expensed in the period in which they are incurred. Acquisition costs include cash consideration and the fair value of common shares issued and are capitalized as exploration and evaluation assets. Exploration and evaluation expenditures are expensed as incurred. These direct expenditures include such costs as materials used, geological and geophysical evaluation, surveying costs, drilling costs, payments made to contractors, and depreciation on plant and equipment during the exploration phase. Costs not directly attributable to exploration and evaluation activities, including general administrative overhead costs, are expensed in the period in which they occur.

When a project is deemed to no longer have commercially viable prospects for the Company, exploration and evaluation assets in respect of that project are deemed to be impaired. As a result, those exploration and evaluation asset costs, in excess of estimated recoveries, are written off to profit or loss.

Once the technical feasibility and commercial viability of extracting the mineral resource has been determined, the property or CGU is tested for impairment, and then is considered to be a mine under development and the capitalized costs associated with that mine are reclassified from exploration and evaluation assets to property, plant and equipment as mines under construction. As the Company currently has no operational income, any incidental revenues earned in connection with exploration activities are applied as a reduction to capitalized exploration costs.

c) Cash and cash equivalents

Cash equivalents include highly liquid investments with original maturities of three months or less from the date of purchase, that are readily convertible to known amounts of cash, and which are subject to an insignificant risk of change in value.

3. SIGNIFICANT ACCOUNTING POLICIES (Continued)

d) Impairment of non-current assets

Non-current assets are evaluated at each reporting date by management for indicators that carrying value is impaired and may not be recoverable. When indicators of impairment are present, the recoverable amount of an asset is evaluated at the level of a cash-generating unit ("CGU"), the smallest identifiable group of assets that generates cash inflows that are largely independent of the cash inflows from other assets or groups of assets, where the recoverable amount of a CGU is the greater of the CGU's fair value less costs to sell and its value in use. An impairment loss is recognized in profit or loss to the extent the carrying amount exceeds the recoverable amount.

In calculating recoverable amount, if applicable, the Company uses discounted cash flow techniques to determine fair value when it is not possible to determine fair value either by quotes from an active market or a binding sales agreement.

Discounted cash flow techniques often require management to make estimates and assumptions, which if incorrect, could result in a material difference in the consolidated financial statements.

An impairment loss is reversed if there is an indication that there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset's carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if no impairment had been recognized.

e) Foreign currency translation

The functional currency of the Company and its subsidiaries is measured using the currency of the primary economic environment in which that entity operates.

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the date of the transaction. Foreign currency monetary items are translated at the year-end exchange rate. Non-monetary items measured at historical cost continue to be carried at the exchange rate at the date of the transaction. Exchange differences arising on the translation of monetary items or on settlement of monetary items are recognized in profit or loss.

Exchange differences arising on the translation of non-monetary items are recognized in other comprehensive income (loss) to the extent that gains and losses arising on those non-monetary items are also recognized in other comprehensive income (loss).

f) Share-based compensation

The Company grants stock options to acquire common shares of the Company to directors, officers, employees and consultants. An individual is classified as an employee when the individual is an employee for legal or tax purposes, or provides services similar to those performed by an employee.

The fair value of stock options granted to employees is measured on the date of grant, using the Black-Scholes option pricing model, and is recognized over the vesting period. Consideration paid for the shares on the exercise of stock options is credited to capital stock.

In situations where equity instruments are issued to non-employees and some or all of the goods or services received by the entity as consideration cannot be specifically identified, they are measured at fair value of the equity instruments issued. Otherwise, share-based payments are measured at the fair value of goods or services received.

3. SIGNIFICANT ACCOUNTING POLICIES (Continued)

g) Earnings or loss per share

Basic earnings or loss per share is calculated on the weighted average number of common shares outstanding during the reporting period. Diluted earnings per share is computed similar to basic earnings per share, except that the weighted average number of shares outstanding is increased to include additional shares from the assumed exercise of stock options and warrants, if dilutive. The number of additional shares is calculated by assuming that outstanding stock options and warrants were exercised and the proceeds from such exercises were used to acquire shares of common stock at the average market price during the reporting period. In the Company's case when it incurs a net loss for the period, diluted loss per share presented is the same as basic loss per share, as the effect of outstanding options and warrants in the diluted loss per common share calculation would be anti-dilutive.

h) Capital stock

The proceeds from the issuance of common shares and exercise of stock options and warrants are recorded as capital stock. The Company's shares are classified as equity instruments. Share issue costs on the issue of the Company's shares are charged directly to share capital.

i) Valuation of warrants

The Company has adopted the residual value method with respect to the measurement of shares and warrants issued as part of units. The residual value method first allocates value to common shares issued in the private placements at their fair value, as determined by the last trading price on the closing date. The balance, if any, is allocated to the warrants. Any fair value attributed to the warrants is recorded in shareholders' equity.

j) Income taxes

Income tax expense is comprised of current and deferred tax. Current tax and deferred tax are recognized in income (loss), except to the extent that it relates to items recognized directly in equity or in other comprehensive income (loss). Deferred tax assets and liabilities are recognized where the carrying amount of an asset or liability differs from its tax base, except for taxable temporary differences arising on the initial recognition of goodwill and temporary differences arising on the initial recognition of an asset or liability in a transaction that is not a business combination and at the time of the transaction affects neither accounting nor taxable profit or loss.

Recognition of deferred tax assets for unused tax losses, tax credits and deductible temporary differences is restricted to those instances where it is probable that future taxable profit will be available against which the deferred tax asset can be utilized. At the end of each reporting period the Company reassesses unrecognized deferred tax assets. The Company recognizes a previously unrecognized deferred tax asset to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered.

k) Financial instruments

Financial Assets

The Company recognizes a financial asset when it becomes a party to the contractual provisions of the instrument. The Company classifies financial assets at initial recognition as financial assets: measured at amortized cost, measured at fair value through other comprehensive income or measured at fair value through profit or loss.

The Company's business model for managing financial assets refers to how it manages its financial assets in order to generate cash flows. The business model determines whether cash flows will result from collecting contractual cash flows, selling the financial assets, or both. Assessment and decision on the business model approach used is an accounting judgement.

3. SIGNIFICANT ACCOUNTING POLICIES (Continued)

k) Financial instruments (Continued)

Financial assets measured at amortized costs

A financial asset that meets both of the following conditions is classified as a financial asset measured at amortized cost:

• The Company's business model for such financial assets is to hold the assets in order to collect contractual cash flows.
• The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the amount outstanding.

A financial asset measured at amortized cost is initially recognized at fair value plus transaction costs directly attributable to the asset. After initial recognition, the carrying amount of the financial asset measured at amortized cost is determined using the effective interest method, net of impairment loss, if necessary.

Financial assets measured at fair value through other comprehensive income ("FVTOCI")

A financial asset measured at FVTOCI is recognized initially at fair value plus transaction costs. For financial assets that are not held for trading, the Company can make an irrevocable election at initial recognition to classify the instruments at FVTOCI, with all subsequent changes in fair value being recognized in other comprehensive income. This election is available for each separate investment. Fair value changes are recognized in OCI while dividends are recognized in profit or loss. The Company does not have any financial assets designated as FVTOCI.

Financial assets measured at fair value through profit or loss ("FVTPL")

A financial asset measured at FVTPL is recognized initially at fair value with any associated transaction costs being recognized in profit or loss when incurred. Subsequently, the financial asset is re-measured at fair value, and a gain or loss is recognized in profit or loss in the reporting period in which it arises.

Impairment

In relation to the impairment of financial assets, IFRS 9 requires an expected credit loss model. The expected credit loss model requires the Company to account for expected credit losses ("ECL") and changes in those ECL at each reporting date to reflect changes in credit risk since initial recognition of the financial assets.

Financial Liabilities

Financial liabilities are recognized when the Company becomes a party to the contractual provisions of the financial instrument. A financial liability is derecognized when it is extinguished, discharged, cancelled or when it expires. Financial liabilities are classified as either financial liabilities at fair value through profit or loss or financial liabilities subsequently measured at amortized cost. All interest-related charges are reported in profit or loss within interest expense, if applicable.

As at September 30, 2023, the Company's financial instruments are comprised of cash, receivables excluding GST, due from related party, deposits, accounts payable and accrued liabilities, amounts due to Wealth Minerals, loans payable and related party loans.

The Company classifies and discloses fair value measurements based on a three-level hierarchy:

• Level 1 inputs are unadjusted quoted prices in active markets for identical assets or liabilities;
• Level 2 inputs other than quoted prices in Level 1 that are observable for the asset or liability, either directly or indirectly; and
• Level 3 inputs for the asset or liability are not based on observable market data.

4. MARKETABLE SECURITIES

Marketable securities is comprised of Nil (December 31, 2022 - 2,000,000) common shares of Electric Royalties Ltd., a publicly traded company. The shares were initially recorded at $470,000, the fair market value on the date of acquisition, and adjusted to $560,000, their fair market value on December 31, 2022. The securities were sold for $500,000 during the period ended September 30, 2023 at a loss of $60,000.

5. EQUIPMENT

	OfficeEquipment		Computer
			Equipment		Total
Cost
Balance at December31, 2021	$	-	$	-	$-
Additions		12,306		3,979	16,285
Balance at December31, 2022Additions		12,306-		3,979-	16,285-
Balance at September30, 2023	$	12,306	$	3,979	$16,285
Accumulated amortization
Balance at December 31, 2021	$	-	$	-	$-
Amortization		3,006		2,000	5,006
Balance at December31, 2022		3,006		2,000	5,006
Amortization		2,250		1,500	3,750
Balance at September 30, 2023	$	5,256	$	3,500	$8,756
Carrying amounts
At December 31, 2022	$	9,300	$	1,979	$11,279
At September30, 2023	$	7,050	$	479	$7,529

6. ACQUISITION OF TMI GROUP

On September 25, 2019, the Company acquired 100% of the common shares of the SASC Metallurgy Corp., Escalones Copper Corp., and TriMetals Mining Chile SCM (collectively the "TMI Group"), which included a 100% interest in the Escalones property from Gold Springs Resource Corp. ("Gold Springs"). Gold Springs was also guaranteed that its holdings of the Company at closing of the Company's public listing date on a fully diluted basis, shall not be less than 30% of the 8,333,333 common shares of the Company issued and outstanding following the acquisition of the TMI Group on September 25, 2019. On January 15, 2021, the Company issued 4,891,865 common shares valued at $1,761,071 to Gold Springs to maintain its 30% pro-rata interest rights per the share exchange agreement. The Company also issued a special warrant whereby Gold Springs will be entitled to receive up to an additional 8,148,901 common shares upon the deemed exercise of the special warrant. The special warrants will be deemed to be exercised on a proportionate basis at the time the Company's warrants are exercised.

On October 22, 2021, Wealth Minerals acquired all the 13,225,198 common shares and special warrants of the Company held by Gold Springs for the aggregate purchase price of $4,364,315. As of September 30, 2023 - 1,238,612 shares valued at $334,425 have been issued and 525,889 special warrants have expired leaving a balance of 6,384,400 potential shares (December 31, 2022 - a balance of 6,667,427 potential shares) to be issued pursuant to the special warrant.

7. ACQUISITION OF ZONIA

On January 28, 2022, the Company acquired 100% of the common shares of Zonia Holdings Corp. (formerly Cardero Resource Corp.) ("Zonia" or "Cardero") pursuant to a plan of arrangement approved by the Zonia shareholders on December 10, 2021, approved by the Supreme Court of British Columbia on December 14, 2021, and accepted by the TSXV on January 28, 2022. A total of 29,389,236 common shares fair valued at $0.90 per common share for total consideration of $26,450,312 has been issued to Zonia shareholders based on an exchange ratio of 0.200795 common share of the Company for each share of Zonia. Additionally, 7,445,273 Zonia warrants based on an exchange ratio of 0.200795 were replaced by the Company and a royalty option was granted by World Copper to a member of the Kopple Entities to acquire a 1% net smelter returns royalty (the "Kopple Royalty") on the Zonia copper oxide deposit located in Arizona. Pursuant to the plan of arrangement, Zonia amalgamated with 1302172 B.C. Ltd. to become Zonia Holdings Corp., a wholly owned subsidiary of the Company.

The Acquisition is considered to be outside the scope of IFRS 3 since Zonia's operations do not meet the definition of a business for accounting purposes as the fair value of gross assets acquired was mainly concentrated in Exploration and Evaluation assets at the time of the acquisition. Accordingly, the Acquisition will be accounted for as an asset acquisition in accordance with IFRS 2 Share Based Payment ("IFRS 2") whereby World Copper issued shares in exchange for the net assets of Zonia. As a result, the equity consideration is measured at the fair value of the World Copper shares issued as above and the difference between the fair value of the consideration paid and net assets acquired is allocated to exploration and evaluation assets.

Total Consideration:
29,389,327 shares at $0.90 per share	$26,450,312
Fair value of 7,445,273 World Copper warrants issuedAcquisition costs incurred(i)	3,465,355650,789
Total consideration	$30,566,456
Allocation of Purchase Consideration:
Assets
Current assets	$48,025
Deposits	7,587
Property and Equipment	16,285
Exploration and evaluation assets	34,701,408
Total Assets	34,773,305
Liabilities
Current liabilities	871,773
Related Party Loans	3,275,076
Loans payable	60,000
Total Liabilities	4,206,849
Net Assets	$30,566,456

The following table provides details of the fair value of the consideration given and the fair value of the assets and liabilities acquired:

(i) $558,719 of acquisition costs were incurred in the year ended December 31, 2021.

The 7,445,273 World Copper warrants with a value of $3,465,355 were calculated using the Black-Scholes option pricing model with the following weighted average assumptions:

	As at
	January 28, 2022
Risk-free interest rate average	1.20%
Expected life	0.68years
Expected annualized volatility	55.78%
Expected dividend rate	0.00%

8. EXPLORATION AND EVALUATION ASSETS

	Zonia	Escalones		Total
	Property, USA	Property, Chile	Property, Chile
Acquisition costs capitalized
Balance, December 31, 2021	$-	$6,361,987	$216,947	$6,578,934
Acquisition costs - cash	-	689,522	62,420	751,942
Acquisition costs - shares	-	334,425	-	334,425
Acquisition of Zonia (Note 7)	34,701,408	-	-	34,701,408
Balance, December 31, 2022	34,701,408	7,385,934	279,367	42,366,709
Acquisition costs - cash	-	583,818	-	583,818
Acquisition costs - shares	-	-	-	-
Balance, September 30, 2023	34,701,408	7,969,752	279,367	42,950,527

	Zonia	Escalones	Cristal
Exploration and evaluation expenses - 2023	Property, USA	Property, Chile	Property, Chile	Total
Assays	$4,906	$-	$-	$4,906
Community relations	-	1,224	-	1,224
Consulting	64,279	-	-	64,279
Environmental	1,402	-	-	1,402
Field and camp supplies	10,512	13,182	-	23,694
Geological	33,216	32,611	-	65,827
Geophysical	19,769	-	-	19,769
Property taxes, lease and other	135,360	154,256	-	289,616
Drilling, Roads & Trenches	147,035	2,257	-	149,292
Transportation and equipment rentals	242	2,429	-	2,671
Expenditures	416,721	205,959	-	622,680
Expense recovery (Chilean VAT)	-	(2,422,778)	-	(2,422,778)
Period ended September 30, 2023	$416,721	$(2,216,819)	$-	$(1,800,098)

	Zonia	Escalones	Cristal
Exploration and evaluation expenses - 2022	Property, USA	Property, Chile	Property, Chile	Total
Assays	$646	$189,728	$-	$190,374
Community relations	-	21,951	-	21,951
Consulting	85,535	81,555	-	167,090
Environmental	1,286	188,839	-	190,125
Field and camp supplies	13,447	987,768	-	1,001,215
Geological	109,144	72,478	-	181,622
Geophysical	148,569	375	-	148,944
Property taxes and lease	78,522	739,225	-	817,747
Roads & Trenches	501,462	2,151,887	-	2,653,349
Transportation and equipment rentals	5,039	223,628	-	228,667
Period ended September 30, 2022	$943,650	$4,657,434	$-	$5,601,084

8. EXPLORATION AND EVALUATION ASSETS (Continued)

Escalones Property, Chile

During the year ended December 31, 2019, the Company became party to an option agreement for the Escalones property (Note 6). During the year ended December 31, 2019, prior to the acquisition of TMI Group (Note 6), the Company had issued 166,667 common shares valued at $25,000 and made payments in the amount of USD$200,000 to the underlying property owner. The remaining payments required to earn a 100% interest in the Escalones property, amended on May 24, 2021, are as follows:

• i) paying USD$60,000 on or before June 30, 2020 (paid);
• ii) paying USD$140,000 on or before December 31, 2020 (paid);
• iii) paying USD$150,000 on or before May 24, 2021 amendment date (paid):
• iv) paying USD$150,000 on or before September 30, 2021 (paid);
• v) paying USD$200,000 on or before July 12, 2022(1) (paid);
• vi) paying USD$150,000 on or before September 30, 2022(1) (paid);
• vii) paying USD$165,000 on or before November 30, 2022(1) (paid);
• viii) paying USD$216,000 on or before July 6, 2023(2) (paid);
• ix) paying USD$216,000 on or before September 30, 2023(2) (paid);
• x) paying USD$218,000 on or before December 31, 2023(2);
• xi) paying USD$800,000 on or before June 30, 2024(2);
• xii) paying USD$800,000 on or before December 31, 2024(2);
• xiii) paying USD$800,000 on or before June 30, 2025(2); and
• xiv) paying USD$800,000 on or before December 31, 2025(2).
  • (1) The timing of the original June 30, 2022 $500,000 payment was renegotiated between the Company and the underlying property owner.
• (2) The timing of the original June 30, 2023 $500,000 and June 30, 2024 payments were renegotiated between the Company and the underlying property owner.

The Company has granted a 2% net smelter returns royalty ("NSR") to the underlying Escalones Property owner.

Cristal Property, Chile

During the year ended December 31, 2019, the Company entered into an assignment and assumption agreement (the "Assignment Agreement") with New Energy Metals Corp. ("Vendor") whereby the Company obtained the right, title, benefit, and interest in and to an option agreement in respect of the Cristal property. To date, the Company has made cash payments of USD$200,000 towards the option.

The Company is required to make the remaining payments to the underlying property owner outlined below to exercise the option in full:

• i) paying USD$50,000 upon the earlier of the commencement of drilling and December 31, 2019 (paid);
• ii) paying USD$150,000 on or before five days after the first anniversary of closing the Allante transaction (January 15, 2022) (paid);
• iii) paying USD$500,000 on or before second anniversary of closing (January 15, 2023*);
• iv) paying USD$700,000 on or before third anniversary of closing (January 15, 2024); and
• v) paying USD$3,000,000 on or before fourth anniversary of closing (January 15, 2025).

* The January 15, 2023, remains unpaid, the timing of the January 15, 2023 $500,000 payment and terms are being renegotiated between the Company and the optionor.

The underlying Cristal Property owner retains a 3% NSR royalty, of which 2% can be repurchased by paying USD$2,000,000 for each percentage point of the NSR royalty bought back (aggregate USD$4,000,000 for 2% NSR royalty). In addition, there is also an existing 1% NSR royalty in favour of the Vendor that can be repurchased in its entirety upon a payment of USD$1,000,000.

8. EXPLORATION AND EVALUATION ASSETS (Continued)

Cristal Property, Chile (Continued)

The Assignment Agreement provides that if World Copper exercises the Cristal Option, then the Company and the Vendor will be deemed to have formed a joint venture (the "Joint Venture") for the continued exploration of the Cristal Project, with the initial participating interests of the Joint Venture participants being the Company – 70% and the Vendor – 30%. Assuming the formation of the Joint Venture, a 2% NSR royalty will be granted to a participant in the Joint Venture if its participating interest therein falls to 10% or less (the "JV Royalty"), provided that one-half (1%) of the JV Royalty can be purchased by the other party for USD$1,000,000.

Zonia, Arizona USA

Pursuant to an option agreement dated August 27, 2015, and as amended on October 3, 2018, between the Company and Redstone Resources Corporation ("Redstone"), the Company completed the acquisition of a 100% interest in the Zonia copper project by paying an aggregate $2,612,879 (USD$1,981,350) cash payment obligation (amended from USD$2,225,000), and $2,843,805 in common share issuances.

In connection with the acquisition of Zonia (Note 7), the Company granted, an option to acquire a 1% net smelter returns royalty on the Zonia Project (the "Royalty"), which option may be exercised by the Robert and Carole Kopple Grandchildren's Trust ("Royalty Holder") for $1,407,867. At the election of the Company or the Royalty Holder, 100% of the Royalty could be repurchased by the Company from the Royalty Holder for a purchase price of approximately $3.0 million to $3.87 million based on the volume weighted average offering price of all the private placements conducted by the Company forming part of the Company's Financing (the "World Copper Weighted Average Price"), payable through the issuance of the Company's Shares issuable at a deemed price equal to the World Copper Weighted Average Price (as defined in the agreement).

On May 17, 2022, the Royalty Holder exercised the Option by making a cash payment to the Company of $1,407,867. Following the exercise of the Royalty Option by the Royalty Holder, the Company bought-out the Royalty by issuing 7,731,286 common shares (the "Buy-Out Shares") to the Royalty Holder at a fair value price of $0.40 per Buy-Out Share for a total value of $3,092,514 which resulted in a loss of $1,684,647. The Buy-Out Shares are subject to a four month and one day hold period in Canada in addition to applicable United States resale restrictions.

On August 17, 2022, the Company granted to Electric Royalties Ltd. ("Electric Royalties"): (i) a 0.5% Gross Revenue Royalty ("GRR") on the Zonia Project for a total of $1.55 million in cash and 2,000,000 common shares of Electric Royalties with a fair market value of $470,000; (ii) an option to acquire a further 0.5% GRR on the Zonia Project for an additional cash payment of $3.0 million; and (iii) an option to acquire a 1% GRR on the Zonia Norte deposit, for a cash payment of $3.0 million. The net revenue after closing costs of $1,970,000 was recorded during the year in profit or loss.

9. LOANS PAYABLE

DIRECTORS' LOAN

During the year ended December 31, 2021, the Company acquired through the Allante transaction, a $12,500 loan owed to a director which was unsecured, interest free and payable on demand. The loan was fully repaid during the year ending December 31, 2022. On January 28, 2022, the Company acquired through the Zonia acquisition (Note 7), loans aggregating $150,000 plus accrued interest, due to certain directors and former directors of Zonia. The loans bear interest at a rate of 8% and 12% per annum, compounded annually, repayable on varying dates of May 22, 2023, November 15, 2023 and May 22, 2024. The Company also replaced non-transferable bonus warrants to the lenders.

For accounting purposes, the due to related parties amounts noted above are compound instruments and were allocated into corresponding debt and equity components at the date of issue. The Company bifurcated the notes into their components using a discounted cash flow model with an estimated fair value interest rate of 18% to estimate the fair value of the liability component with the remaining balance representing the equity component.

9. LOANS PAYABLE (Continued)

ZONIA LOAN

On January 28, 2022, the Company acquired, through the Zonia acquisition (Note 7), a facility agreement with E.L. II Properties Trust, an unsecured credit facility (the "Facility") of USD$630,000 plus accrued interest. The Facility bears interest at 8% per annum with the balance due on February 22, 2024 (see loan extension below). The Company also replaced non-transferable bonus warrants issued to the lenders on acquisition of Zonia.

OTHER LOAN ADVANCES

On January 28, 2022, the Company acquired, through the Zonia acquisition (Note 7), three loan agreements with E.L. II Properties Trust, for unsecured loans (the "Loan Advances") in the aggregate of USD$750,265 plus accrued interest. The loans were originally due in August and November, bear interest at 12% and have been renegotiated with a new repayment date where all three loans are now payable in full on February 22, 2024 (see loan extension below). The Company also replaced non-transferable bonus warrants to the lenders on acquisition of Zonia.

DIVIDEND LOAN

On January 28, 2022, the Company acquired, through the Zonia acquisition (Note 7), a loan agreement with E.L. II Properties Trust and Kopple Family Trust, for an unsecured loan (the "Dividend Loan") in the aggregate of USD$1,019,836 plus accrued interest. The loans bear interest at 8% per annum with maturity dates of August 31, 2023, and August 24, 2024.

CEBA LOAN

The Company acquired through the Zonia acquisition (Note 7) a COVID-19 Relief Line of Credit as part of the Government-sponsored Canada Emergency Business Account ("CEBA") in the amount of $60,000 and has an interest rate of 0% to be repaid by December 31, 2023, of which $20,000 of the loan will be forgiven if $40,000 is repaid in full on or before December 31, 2023.

EXTENTION - ZONIA AND OTHER LOAN ADVANCES

On January 10, 2023, the Company extended the due dates on advances from E.L. II Properties Trust. Four loans in the aggregate amount of USD$1,065,265 were extended to February 22, 2024. The Company issued 10,321,657 nontransferable bonus warrants at an exercise price of $0.14 CAD per share expiring on February 22, 2024. The issued warrants contain a clause that restricts exercise if exercising causes the holders' ownership to exceed 19.99%. In accordance with IFRS 9 Financial Instruments, the Company determined the extension of the loans and grant of bonus warrants meet the definition of a substantial modification and was accounted for as an extinguishment of debt. The fair value of the liability portion at the time of amendment was determined based on an estimated discount rate of 23%, the bonus warrants were valued using Black-scholes model with the following assumptions: risk-free rate of 4.25%, expected volatility of 87%, expected dividend of $Nil, and expected life of 1 year. Consequently, a loss on extinguishment of debt of $696,201 was recognized in the interim consolidated statements of loss and comprehensive loss (Notes 10 and 12).

	Principal	AccruedInterest	AccretionDiscount	Total
Loans payable:
Directors' Loans	$150,000	$52,802	$(35,419)	$167,383
Zonia Loan	804,636	341,572	(254,670)	891,538
Other Loan Advances	958,238	255,862	(40,357)	1,173,743
Dividend Loan	1,019,836	22,576	-	1,042,412
Related Party Loans	2,932,710	672,812	(330,446)	3,275,076
CEBA Loan	60,000	-	-	60,000
Balance – January 28, 2022	$ 2,992,710	$672,812	$(330,446)	$ 3,335,076

Summary of Zonia loans assumed on January 28, 2022 (see Notes 7, 10 and 12):

9. LOANS PAYABLE (Continued)

Summary of outstanding loans payable on September 30, 2023:

	Principal	Accrued	Accretion
		Interest	Discount	Total
Loans payable – December 31, 2022:
Directors' Loans	$150,000	$71,406	$(23,300)	$198,106
Zonia Loan	853,272	456,336	(189,826)	1,119,782
Other Loan Advances	1,016,159	472,375	-	1,488,534
Dividend Loan	1,019,836	101,004	-	1,120,840
CEBA Loan	60,000	-	-	60,000
Balance – December 31, 2022	3,099,267	1,101,121	(213,126)	3,987,262
Less current portion	(2,120,213)	(765,788)	165,709	(2,720,292)
Long term portion	$979,054	$335,333	$(47,417)	$ 1,266,970
Loans payable – September 30, 2023:
Directors' Loans	$150,000	$87,615	$(11,225)	$226,390
Zonia Loan	851,760	535,320	(73,904)	1,313,176
Other Loan Advances	1,014,359	608,932	-	1,623,291
Dividend Loan	1,019,836	169,416	-	1,189,252
CEBA Loan	60,000	-	-	60,000
Balance – September 30, 2023	3,095,955	1,401,283	(85,129)	4,412,109
Less current portion	(3,095,955)	(1,401,283)	85,129	(4,412,109)
Long term portion	$-	$-	$-	$-

10. CAPITAL STOCK

Authorized share capital

Unlimited number of common shares without par value.

Issued share capital

During the period ended September 30, 2023, the Company:

• i) On March 31, 2023, issued 7,974,344 units at $0.18 per unit for gross proceeds of $1,435,382 in the first of two tranches of a private placement. Each unit consisted of one common share and one-half of one common share purchase warrant (a "Warrant"). Each whole Warrant entitles the holder to acquire one additional share of the Company for a period of two years from the date of issuance at a price of $0.30 per share. In connection with the issuance, the Company paid aggregate finder's fees consisting of $5,813 in cash and issued 32,297 finder's warrants valued at $37,056. Each finder's warrant entitles the holder thereof to purchase one common share at a price of $0.30 for a period of 24 months from the date of issuance.
• ii) On April 27, 2023, the Company issued 3,332,323 units at $0.18 per unit for gross proceeds of $599,818 in the second of two tranches of a private placement. Each unit consisted of one common share and one-half of one common share purchase warrant (a "Warrant"). Each whole Warrant entitles the holder to acquire one additional share of the Company for a period of two years from the date of issuance at a price of $0.30 per share. In connection with the issuance, the Company paid aggregate finder's fees consisting of $756 in cash and issued 4,200 finder's warrants valued at $206. Each finder's warrant entitles the holder thereof to purchase one common share at a price of $0.30 for a period of 24 months from the date of issuance.

10. CAPITAL STOCK (Continued)

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

• iii) On January 28, 2022, in connection with the Zonia acquisition (Note 7), a total of 29,389,236 common shares fair valued at $0.90 per common share for total consideration of $26,450,312 have been issued to Zonia shareholders based on an exchange ratio of 0.200795 common share of the Company for each share of Cardero. Additionally, 7,445,273 Cardero warrants based on an exchange ratio of 0.200795 were replaced by the Company.
• ii) On May 17, 2022, the Company bought-out a 1% net smelter returns royalty on future production from the Company's Zonia copper oxide project by issuing 7,731,286 common shares (the "Buy-Out Shares") to the Royalty Holder at a deemed issuance price of $0.40 per Buy-Out Share for total consideration of $3,092,514 (Note 9 - Zonia). The Buy-Out Shares are subject to a four month and one day hold period in Canada in addition to applicable United States resale restrictions.
• iii) On July 21, 2022, issued 4,264,414 units at $0.30 per unit for gross proceeds of $1,279,324 in the first tranche of a private placement. Each unit consisted of a common share and one-half of one common share purchase warrant (a "Warrant"). Each whole Warrant entitles the holder to acquire one additional share of the Company for a period of two years from the date of issuance at a price of $0.60 per share. The expiry of the Warrants may be accelerated if the closing price of the Company's common shares on the TSX Venture Exchange ("TSXV") is equal to or greater than $1.00 for a minimum of twenty consecutive trading days and a notice of acceleration is provided in accordance with the terms of the Warrants. No finder's fees were paid pursuant to this first tranche closing. All securities issued in the Offering have a four-month plus one day hold period, during which time the securities may not be traded.
• iv) On August 31, 2022, issued 5,276,501 units at $0.30 per unit for gross proceeds of $1,582,950 in the second tranche of a private placement, each unit comprised as above. In connection with the issuance of the second tranche, the Company paid aggregate finder's fees consisting of $58,454 in cash and issued 194,844 finder's warrants valued at $37,056. Each Finder's Warrant entitles the holder thereof to purchase one common share at a price of $0.30 for a period of 36 months from the date of issuance. In addition, filing fees of $15,761 were paid in cash.
• v) On September 30, 2022, issued 1,238,612 common shares at market price of $0.27 per share pursuant to the special warrants issued on the acquisition of the TMI Group (Note 6) with a value of $334,425 recognized in mineral property acquisition costs.
• vi) Issued 5,325,705 shares on warrant exercises for gross proceeds of $2,673,108.
• vii) Issued 100,000 shares on option exercises for gross proceeds of $42,000.
• viii)Held 10,451,337 shares in escrow as at December 31, 2022.

Warrants

Warrant transactions are summarized as follows:

	Number of	Weighted average
	Warrants	exercise price
Outstanding, December 31, 2021	27,715,989	$ 0.59
Replaced Zonia warrants (Note 7)	7,445,273	0.66
Issued	4,965,301	0.59
Exercised	(5,325,705)	0.50
Expired	(6,737,787)	0.70
Outstanding, December 31, 2022	28,063,071	$0.60
Issued	16,011,490	0.20
Expired	(1,517,358)	0.60
Outstanding, September30, 2023	42,557,203	$0.45

10. CAPITAL STOCK (Continued)

Warrants

The following warrants were outstanding at September 30, 2023 and December 31, 2022:

	Exercise
Expiry Date	Price	Number of Warrants
		September 30,	December 31,
		2023	2022
January 15, 2023 (1)	$0.60	-	660,393
September 29, 2023	$0.60	-	785,390
September 29, 2023 (1)	$0.60	-	71,575
October 6, 2023 (3)	$0.60	2,053,750	2,053,750
October 6, 2023 (1) (3)	$0.60	287,525	287,525
October 28, 2023 (3)	$0.60	3,984,461	3,984,461
October 28, 2023 (1) (3)	$0.60	297,500	297,500
November 9, 2023 (2) (3)	$0.747	60,239	60,239
February 22, 2024	$0.14	10,321,657	-
July 21, 2024	$0.60	2,132,206	2,132,206
August 31, 2024	$0.60	2,638,251	2,638,251
March 31, 2025	$0.30	3,987,174	-
March 31, 2025 (1)	$0.30	32,297	-
April 27, 2025	$0.30	1,666,162	-
April 27, 2025 (1)	$0.30	4,200	-
August 31, 2025 (1)	$0.30	194,844	194,844
September 15, 2025	$0.60	500,000	500,000
October 15, 2025	$0.60	536,218	536,218
July 27, 2025	$0.60	7,042,996	7,042,996
July 27, 2025	$0.60	6,817,723	6,817,723
		42,557,203	28,063,071

(1) Finder's warrants

(2) Zonia warrants replaced

(3) Expired subsequent to the period ended September 30, 2023, as non-exercised.

The finder's warrants issued during the periods ended September 30, 2023, and December 31, 2022, were valued using the Black-Scholes option pricing model with the following weighted average assumptions:

	PeriodendedSeptember30,2023	YearendedDecember 31,2022
Risk-free interest rate average	3.74%	3.59%
Expected life	2.00 years	3.00 years
Expected annualized volatility	79.09%	100.00%
Expected dividend rate	-	-

The loan bonus warrants issued during the period ended September 30, 2023, were valued using the Black-Scholes option pricing model with the following weighted average assumptions:

	Period ended
	September 30, 2023
Risk-free interest rate average	4.25%
Expected life	1.00 years
Expected annualized volatility	87.80%
Expected dividend rate	-

11. STOCK OPTION PLAN AND SHARE-BASED PAYMENTS

In January 2021, the Company adopted an incentive stock option plan (the "2021 Plan"). The essential elements of the 2021 Plan provide that the aggregate number of common shares of the Company's capital stock issuable pursuant to options granted under the 2021 Plan may not exceed 10% of the number of issued shares of the Company at the time of granting the options. Options granted under the 2021 Plan will have a maximum term of ten years. The exercise price of options granted under the 2021 Plan will not be less than the discounted market price of the common shares (defined as the last closing market price of the Company's common shares immediately preceding the issuance of a news release announcing the granting of the options, less the maximum discount permitted under TSX-V policies), or such other price as may be agreed to by the Company and accepted by the TSX-V. Unless otherwise determined by the directors at the date of grant, options granted under the 2021 Plan vest immediately, except for options granted to consultants conducting investor relation activities, which will become vested with the right to exercise one-fourth of the option upon the conclusion of each three-month period subsequent to the date of grant of the option.

In June 2022, the Company amended the 2021 Plan and adopted a new incentive stock option plan (the "2022 Plan"). The essential elements of the 2022 Plan remain the same as the 2021 Plan, with the only difference being that transferred options will no longer continue to vest.

During the period ended September 30, 2023, the Company:

i) No incentive stock options were granted.

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

• i) On January 31, 2022, granted incentive stock options to directors, officers, employees, and consultants of the Company to purchase up to 4,585,000 common shares in the capital stock of the Company. The options are exercisable on or before January 31, 2024, at a price of $0.91 per share.
• ii) On August 23, 2022, granted incentive stock options to a consultant of the Company to purchase up to 1,000,000 common shares in the capital stock of the Company. The options are exercisable on or before August 23, 2025, at a price of $0.31 per share.
• iii) On August 19, 2022, granted incentive stock options to directors, officers, employees, and consultants of the Company to purchase up to 5,000,000 common shares in the capital stock of the Company. The options are exercisable on or before August 19, 2025, at a price of $0.31 per share.
• iv) On September 20, 2022, cancelled incentive stock options to directors, officers, employees, and consultants of the Company to purchase up to 4,585,000 common shares in the capital stock of the Company to re-issue at a lower exercise price. The options were exercisable on or before January 31, 2024, at a price of $0.91 per share.
• v) On September 30, 2022, granted incentive stock options to directors, officers, employees, and consultants of the Company to purchase up to 4,755,000 common shares in the capital stock of the Company. The options are exercisable on or before September 30, 2025, at a price of $0.27 per share.

The fair value of options granted was estimated at the date of grant using the Black-Scholes option pricing model based on the following weighted average assumptions:

	YearendedDecember 31, 2022
Risk-free interest rate average	2.84%
Expected life	1.71years
Expected annualized volatility	114.94%
Expected dividend rate	0.00%

Expected stock price volatility was derived from an average volatility based on historical movements in the closing prices of the Company's stock for a length of time equal to the expected life of the options.

11. STOCK OPTION PLAN AND SHARE-BASED PAYMENTS (Continued)

Stock option transactions are summarized as follows:

	Number ofOptions	Weighted AverageExercise Price
Outstanding, December 31, 2021	4,400,000	0.42
Granted	15,340,000	0.48
Cancelled	(4,585,000)	0.91
Expired	(4,300,000)	0.42
(1)Exercised	(100,000)	0.42
Outstanding, December 31, 2022Granted	10,755,000-	0.29-
Cancelled	(3,000,000)	0.27
Outstanding, September30, 2023	7,755,000	0.30

(1) The fair value of the Company's shares on the date of exercise was $0.90 per share.

The following incentive stock options were outstanding and exercisable at September 30, 2023 and December 31, 2022:

Expiry Date	ExercisePrice	September30,2023	December 31,2022
August 25, 2025	$0.31	1,000,000	1,000,000
August 19, 2025	$0.31	5,000,000	5,000,000
September 30, 2025	$0.27	1,755,000	4,775,000
		7,755,000	10,755,000

12. RELATED PARTY TRANSACTIONS AND KEY MANAGEMENT COMPENSATION

Key management personnel are those persons having authority and responsibility for planning, directing, and controlling the activities of the Company, directly or indirectly. Key management personnel include the Company's executive officers and directors. The transactions with related parties were in the normal course of operations and were measured at the fair value.

Key management personnel compensation during the periods ended September 30, 2023, and 2022 was as follows:

	September	September30,2022
Management fees, included in consulting fees	$	168,000	$	217,422
Directors' fees, included in consulting fees		24,228		69,275
Wages and benefits		186,418		210,000
Stock-based compensation		-		2,727,509
Rent		88,638		70,591

12. RELATED PARTY TRANSACTIONS AND KEY MANAGEMENT COMPENSATION (Continued)

The amounts due to the related parties are as follows:

	September30,	December 31,
	2023		2022
Included in accounts payable and accrued liabilities:
Due to directors	$72,000	$	191,262
Due to the CEO	12,819		34,060
Due to the CFO	-		7,350
Due to the corporate secretary	85,906		95,598
	170,725		328,270
Included in due to related parties:
Due to Wealth Minerals	112,487		112,450
	$283,212	$	440,720

The amounts owing above are unsecured, non-interest bearing and have no fixed term for repayment.

During the year ended December 31, 2022, the Company assumed loans of $3,275,076 from a director and former Zonia directors on the Zonia Transaction (See Notes 7 and 10). The amounts owing as at September 30, 2023 and December 31, 2022 are as follows:

	Directors'	Zonia	Other Loan	Dividend
	Loans	Loan	Advances	Loan	Total
Loans payable:
Balance – December 31, 2021	$12,500	$-	$-	$-	$12,500
Assumption of Zonia Loans (1)	167,383	891,538	1,173,743	1,042,412	3,275,076
Interest expense	18,604	91,089	193,912	78,428	382,033
Accretion	12,119	77,816	40,776	-	130,711
Foreign exchange adjustment	-	59,338	80,104	-	139,442
Repayments	(12,500)	-	-	-	(12,500)
Balance – December 31, 2022	$198,106	$ 1,119,781	$ 1,488,535	$ 1,120,840	3,927,262
Equity portion of compound instruments	-	-	(937,647)	-	(937,647)
Interest expense	16,208	79,267	136,488	68,412	300,375
Loss on Extinguishment			696,201		696,201
Accretion	12,076	114,767	107,439	-	234,282
Foreign exchange adjustment	-	(639)	132,275	-	131,636
Balance – September 30, 2023	$226,390	$ 1,313,176	$ 1,623,291	$ 1,189,252	4,352,109

(1) The balance assumed from Zonia on January 28, 2022 includes Principal, Accrued Interest and Accretion Discount (see Note 9).

13. CAPITAL MANAGEMENT

The Company manages its capital structure to maximize its financial flexibility making adjustments to it in response to changes in economic conditions and the risk characteristics of the underlying assets and business opportunities. The Company does not presently utilize any quantitative measures to monitor its capital and is not subject to externally imposed capital requirements.

13. CAPITAL MANAGEMENT (Continued)

The Company currently has no source of revenues; as such, the Company is dependent upon external financings or the sale of assets (or an interest therein) to fund activities. In order to carry future projects and pay for administrative costs, the Company will spend its existing working capital and raise additional funds as needed. Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable. There have been no changes to the Company's capital management approach during the period ended September 30, 2023.

14. FINANCIAL INSTRUMENTS

The Company's risk exposures and the impact on the Company's financial instruments are summarized below:

Credit risk

Credit risk is the risk of loss associated with counterparty's inability to fulfil its payment obligations. The Company's management believes it has no significant credit risk.

The financial instrument that potentially subjects the Company to a significant concentration of credit risk is cash. The Company mitigates its exposure to credit loss associated with cash by placing its cash in major financial institutions. As at September 30, 2023, the Company had cash of $370,371 (December 31, 2022 - $7,409).

Interest rate risk

Interest rate risk is the risk that future cash flows of the Company's assets and liabilities can change due to a change in interest rates. Loans payable have a fixed interest rate between 8% and 12%, and cash earns interest rate at a nominal rate. The Company is not exposed to significant interest rate cash flow risk.

Liquidity risk

The Company's approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when due. At September 30, 2023, the Company had a cash balance of $370,371 (December 31, 2022 - $7,409) to settle current liabilities of $6,331,506 (December 31, 2022 - $5,788,893). All of the Company's accounts payable and accrued liabilities have contractual maturities of 30 days or due on demand and are subject to normal trade terms. The Company expects to fund these liabilities through the use of existing cash resources and will need to obtain additional equity financing.

Market risk

Market risk is the risk of loss that may arise from changes in market factors such as interest rates, foreign exchange rates, and equity prices. The Company is not exposed to significant interest rate or equity price risks at September 30, 2023.

Foreign currency risk

The Company is exposed to foreign currency risk as certain monetary financial instruments are denominated in Chilean and United States currencies. Canadian dollar denominated balances generated foreign exchange gains and losses that are reported on the consolidated statement of loss and comprehensive loss. A strengthening of 10% in the Chilean and US dollars against the Canadian dollar would have increased the Company's net loss and comprehensive loss by $32,800 (December 31, 2022 - $442,000) due to the impact of the exchange rate fluctuation on Canadian dollar denominated financial instruments.

14. FINANCIAL INSTRUMENTS (Continued)

Foreign currency risk (Continued)

At September 30, 2023, the Company had the following financial instruments denominated in foreign currencies (presented in Canadian dollars):

	ChileanPesos	United StatesDollars	Total
CashAccounts payable and accrued liabilitiesLoans	$13,964(975,316)-	$314,237(151,500)(2,936,467)	$328,201(1,126,816)(2,936,467)
Net	$(961,352)	$(2,773,730)	$(3,735,082)

Other price risk

Other price risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate due to changes in market prices, other than those arising from interest rate risk. The Company is exposed to other price risk to the extent of its marketable securities. For the period ended September 30, 2023, a 10% change in market price would result in approximately $Nil (December 31, 2022 - $56,000) in the Company's net loss and comprehensive loss.

Fair value

The fair value of the Company's cash, receivables, accounts payable and accrued liabilities, amounts due to related parties, and loan payable approximates the carrying amount due to their short-term maturity of the instruments. The fair value of loans payable are determined by using discounted cash flows based on the expected amounts and timing of the cash flows discounted using a market rate of interest adjusted for appropriate credit risk

Financial instruments measured at fair value are classified into one of three levels in the fair value hierarchy according to the relative reliability of the inputs used to estimate the fair values. The three levels of the fair value hierarchy are:

• Level 1 Unadjusted quoted prices in active markets for identical assets or liabilities;
• Level 2 Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and
• Level 3 Inputs that are not based on observable market data.

As at September 30, 2023, the Company's financial instruments consist of cash, receivables, marketable securities, accounts payable and accrued liabilities, due to related parties, and loans payable. The fair values of financial assets and financial liabilities approximate their fair value due to the short-term nature of these items. The Company's marketable securities and due to related parties are measured using the fair value hierarchy as follows:

As at	September 30, 2023
		Level 1	Level 2	Level 3
Marketable securities	$	-$	-$	-
Due to Wealth Minerals		-	112,487	-
As at	December 31, 2022
		Level 1	Level 2	Level 3
Marketable securities	$	560,000$	-$	-
Due to Wealth Minerals		-	112,450	-

15. SEGMENTED INFORMATION

The Company has one operating segment, being the mineral resource industry with its exploration and evaluation assets in the United States and Chile. Of the Company's identifiable long-term assets, $34,701,408 is located in the USA and $8,249,119 in Chile.