Ximen Mining Corp. — Interim / Quarterly Report 2020

Jun 1, 2020

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For the Nine Months Ended March 31, 2020

Condensed Interim Financial Statements

(Expressed in Canadian Dollars)

(Unaudited-Prepared by Management)

• Notice of No Auditor Review of Consolidated Financial Statements

• Interim Statements of Financial Position

• Interim Statements of Comprehensive Loss

• Interim Statements of Changes in Equity

• Interim Statements of Cash Flows

• Notes to the Financial Statements

NOTICE OF NO AUDITOR REVIEW OF INTERIM FINANCIAL STATEMENTS

Under National Instrument 51-102, Part 4, subsection 4.3(3), if an auditor has not performed a review of the interim 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 financial statements of Ximen Mining Corp. for the period ended March 31, 2020 have been prepared by management and approved by the Audit Committee and the Board of Directors of the Company and are the responsibility of the Company’s management.

The Company’s independent auditor has not performed a review of these interim financial statements in accordance with the standards established by the Canadian Institute of Chartered Accountants for a review of consolidated interim financial statements by an entity’s auditor.

2

Ximen Mining Corp. Condensed Interim Statements of Financial Position (Expressed in Canadian Dollar) (Unaudited)

Note ASSETS CURRENT Cash GST Recoverable Option Payments and Exploration Advances Receivable 8 Marketable Securities 4 Prepaid Expenses and Deposits NON-CURRENT Reclamation Bonds 5 Property and Equipment 6 LIABILITIES CURRENT Accounts Payable and Accrued Liabilities Payable on Acquisition of Subsidiary 12 Due to Related Parties 10 NON-CURRENT Payable on Acquisition of Subsidiary 12 SHAREHOLDERS’ EQUITY Share Capital 9 Share Subscriptions Received Share-Based Payment Reserve 9(g) Deficit Equity Attributed to Ximen Mining Corp. Shareholders Non-Controlling Interest	March 31, June 30, 2020 2019 $ $ 260,018 41,164 82,983 56,096 394,021 444,343 77,960 364,847 236,233 45,375
	1,051,215 951,825 125,800 98,300 1,806,829 1,795,898
	2,983,844 2,846,023
	231,910 583,914 945,000 915,000 - 221,427
	1,176,910 1,720,341 490,000 612,500
	1,666,910 2,332,841 28,700,952 22,424,213 2,500 2,500 1,561,813 939,087 (29,202,090) (23,142,643)
	1,063,175 223,157 253,759 290,025
	1,316,934 513,182
	2,983,844 2,846,023

Nature of Operations and Ability to Continue as a Going Concern (Note 1) Commitment (Note 12) Subsequent Events (Note 16)

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

Approved on Behalf of the Board:

“Chris Anderson” “Scott Kent” Chris Anderson, Director Scott Kent, Director

3

Ximen Mining Corp. Condensed Interim Statements of Changes in Equity

(Expressed in Canadian Dollar)

(Unaudited)

Note Balance, June 30, 2018 Shares Issued for Cash, Net of Share Issuance Costs 9(b) Shares Issued for Exploration and Evaluation Assets 9(b),8 Share Subscription Received Exercise of Stock Options 9(b,d) Exercise of Share Purchase Warrants 9(b,e) Exercise of Agents’ Warrants 9(b,f) Fair Value of Agents’ Warrants Issued 9(g) Fair Value of Stock Option’s Expired Stock Based Compensation Net Comprehensive Loss Balance, March 31, 2019 Balance, June 30, 2019 Shares Issued for Cash, Net of Share Issuance Costs 9(b) Shares Issued for Exploration and Evaluation Assets 9(b),8 Shares Issued for Acquisition of 0995237 B.C. Ltd 9(b),7 Shares Issued for Debt Shares Issued on Exercise of Share Purchase Warrants 9(b,e) Shares Issued on Exercise of Stock Options 9(b,d) Fair Value of Agents’ Warrants Issued 9(b,f) Restricted Stock Units Exercised 9(c) Share-Based Payments 9(g) Non-Controlling Interest 7 Net Comprehensive Loss Balance, March 31, 2020	Number of Post- Consolidated Common Shares Share Capital Share Subscription Received Share- Based Payment Reserve Deficit Non- Controlling Interest Total Shareholders’ Equity $ $ $ $ $ $ 23,138,187 16,941,165 2,500 800,918 (17,573,754) - 170,829 2,800,001 755,175 - - - - 755,175 2,400,000 912,000 - - - - 912,000 - - 2,700 - - 2,700 550,000 260,927 - (53,927) - - 207,000 3,470,837 871,322 - - - - 871,322 18,378 102,100 27,481 - (9,103) - - - - (16,135) - 16,135 - - - - - - (7,566) 7,566 - - - - - 206,249 - - 206,249 - - - - (1,972,510) - (1,972,510)
	32,461,125 19,751,935 5,200 952,706 (19,538,698) - 1,171,143 38,018,700 22,424,213 2,500 939,087 (23,142,643) 290,025 513,182 10,463,658 3,670,983 - - - - 3,670,983 4,174,999 1,502,527 - - - - 1,502,527 236,666 153,833 - - - - 153,833 771,428 277,714 - - - - 277,714 1,250,000 225,000 - - - - 225,000 230,000 117,870 - (54,870) - - 63,000 - (38,688) - 38,688 - - - 1,000,000 367,500 - - 187,500 - 555,000 - - - 638,908 - - 638,908 - - - - - 22,987 22,987 - - - - (6,246,947) (59,253) (6,306,200)
	56,145,451 28,700,952 2,500 1,561,813 (29,202,090) 253,759 1,316,934

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Ximen Mining Corp.

Condensed Interim Statements of Comprehensive Loss

(Expressed in Canadian Dollar)

(Unaudited)

Note EXPENSES Accounting, Audit and Legal Fees Advertising and Marketing Bank Charges and Interest/Recovery Consulting Fees Depreciation 6 Exploration and Evaluation Expenditures 8 Insurance Management Fees Office and Administration Fees Regulatory Fees and Transfer Agent Rent and Utilities Stock-Based Compensation Travel and Accommodations LOSS BEFORE OTHER ITEMS BC Mining and Tax Credits Mineral Exploration Property Recovery Loss on Sale of Marketable Securities Loss on Debt Settlement Write-(Down) Up of Marketable Securities to Market 4 NET COMPREHENSIVE LOSS FOR THE PERIOD Attributable to Shareholders Attributable to Non-Controlling Interest BASIC AND DILUTED LOSS PER SHARE WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING	Three Months Ended Nine Months Ended March 31, March 31, 2020 2019 2020 2019 $ $ $ $ 68,980 7,944 114,068 23,984 136,811 87,477 428,641 158,697 172 2,085 851 9,108 44,506 107,500 195,639 217,470 3,986 1,232 11,958 3,696 2,005,339 50,945 3,591,035 1,341,727 10,800 9,500 10,800 9,500 45,000 135,000 157,000 251,800 60,808 33,655 192,397 94,108 16,687 12,623 34,504 34,759 10,500 10,500 31,500 28,500 180,000 206,249 1,193,908 206,249 36,179 70,878 140,526 133,404
	(2,619,768) (735,588) (6,102,827) (2,513,002) - 351 - 351 - - 91,228 552,482 - (1,625) - (116,534) (7,714) - (7,714) - (75,973) 57,540 (286,887) 104,193
	(2,703,455) (679,322) (6,306,200) (1,972,510) (2,686,876) - (6,246,947) - (16,579) - (59,253) -
	(2,703,455) (679,322) (6,306,200) (1,972,510)
	(0.05) (0.02) (0.14) (0.07)
	50,315,455 31,357,368 44,905,543 26,505,611

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

5

Ximen Mining Corp. Condensed Interim Statements of Cash Flows

(Expressed in Canadian Dollar)

(Unaudited)

CASH PROVIDED FROM (UTILIZED FOR): OPERATING ACTIVITIES Net Comprehensive Loss for the Year Non-Cash Items Depreciation Stock-Based Compensation Shares Issued for Exploration and Evaluation Assets, Net of Costs Marketable Securities Received Loss on Sale of Marketable Securities Loss on Debt Settlement Write-Down (Up) of Marketable Securities to Market Change in Non-Cash Working Capital Accounts GST Recoverable Prepaid Expenses and Deposits Option Payments and Exploration Advances Receivable Accounts Payables and Accrued Liabilities Due to/from Related Parties Payable on Acquisition of Subsidiary INVESTING ACTIVITIES Proceeds from Sale of Marketable Securities Purchase of Equipment Purchase of Marketable Securities Reclamation Bonds FINANCING ACTIVITIES Proceeds from Issuance of Shares, Net of Share Issuance Costs Share Subscription Received Proceeds from Exercise of Share Purchase Warrants Proceeds form Exercise of Agents’ Warrants Proceeds from Exercise of Stock Options INCREASE IN CASH Cash, Beginning of the Year CASH, END OF THE YEAR	Nine Month Ended March 31, 2020 2019 $ $ (6,306,200) (1,972,510) 11,958 3,696 1,193,908 206,249 1,679,347 912,000 - (335,000) - 116,534 7,714 - 286,887 (104,193)
	(3,126,386) (1,173,224) (26,887) 34,179 (190,858) (59,063) 50,322 (242,263) (352,004) (24,114) (221,427) 98,453 177,500 -
	(3,689,740) (1,366,032)
	- 267,864 (22,889) (60,000) - (293,036) (27,500) -
	(50,389) (85,172)
	3,670,983 755,175 - 2,700 225,000 871,322 - 18,378 63,000 207,000
	3,958,983 1,854,575
	218,854 403,371 41,164 22,988
	260,018 426,359

Supplementary Cash Flow Information (Note 11)

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

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Ximen Mining Corp.

Notes to the Condensed Financial Statements For the Nine Months Ended March 31, 2020 (Expressed in Canadian Dollars) (Unaudited)

NOTE 1 – NATURE OF OPERATIONS AND ABILITY TO CONTINUE AS A GOING CONCERN

Ximen Mining Corp. (the “Company”) was incorporated under the Business Corporations Act in British Columbia on December 4, 2006, as Everett Resources Ltd. and changed its name to Elm Tree Minerals Inc. on March 19, 2012. On September 4, 2013, the Company changed its name to Ximen Mining Corp. On July 4, 2013, the Company consolidated its share capital, options and warrants on a five (old) to one (new) basis. In addition, on January 8, 2018, the Company consolidated its share capital, options, and warrants at a ratio of five (old) common shares to one (new) common share. These financial statements reflect the retroactive application of both share consolidations.

The Company is currently engaged in the acquisition, exploration, and evaluation of its mineral property interests located in British Columbia. The Company’s shares are listed on the TSX Venture Exchange under the symbol XIM, on the Frankfurt Exchange under the symbol 1XMA, and on the US OTCQB, under the symbol XXMMF. The head office, principal address, and registered office is located at 888 Dunsmuir Street, Suite 888, Vancouver, British Columbia, Canada.

These financial statements have been prepared using International Financial Reporting Standards applicable to a going concern, 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. Accordingly, it does not give effect to adjustments that, if any, would be necessary should the Company be unable to continue as a going concern and, therefore, be required to realize its assets and liquidate its liabilities in other than the normal course of business and at amounts which may differ from those shown in the financial statements. The ability of the Company to continue as a going concern is dependent on its ability to obtain additional equity financing and achieve future profitable operations.

As at March 31, 2020, the Company has an accumulated deficit of $29,202,090 and working capital deficit of $125,695. The Company’s ability to continue operations is dependent upon the financial support from its shareholders and other related parties, its ability to obtain additional financing, the existence of economically recoverable reserves, and the attainment of profitable operations or enough proceeds from disposition of the properties. The outcome of these matters cannot be predicted at this time. While management has been successful in obtaining enough funding for its operating, capital, development, and exploration requirements from the inception of the Company to date, there is no assurance that additional future funding will be available to the Company or on terms that are acceptable to management.

The Company is in the process of exploring and developing its exploration and evaluation assets and has not yet determined whether the properties contain mineral reserves that are economically recoverable. The recoverability of the amounts shown for exploration and evaluation assets are dependent upon the existence of economically recoverable mineral reserves, the ability of the Company to obtain necessary financing to complete the development of those mineral reserves, and upon future production or proceeds from the disposition thereof.

The current cash resources are not adequate to pay the Company’s accounts payable and to meet its minimum commitments at the date of these financial statements, including planned corporate and administrative expenses, and other project implementation costs; accordingly, there is significant doubt about the Company’s ability to continue as a going concern. These financial statements do not give effect to adjustments that would be necessary to the carrying amounts and classifications of assets and liabilities should the Company be unable to continue as a going concern.

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Notes to the Condensed Financial Statements For the Nine Months Ended March 31, 2020 (Expressed in Canadian Dollars) (Unaudited)

Ximen Mining Corp.

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES

a) Statement of Compliance

The interim financial statements have been prepared in accordance to IAS 34 Interim Financial Reporting using accounting policies consistent with the International Financial Reporting Standards (“IFRSs”) issued by the International Accounting Standards Board (“IASB”) and Interpretations of the International Financial Reporting Interpretations Committee (“IFRIC”).

The financial statements have been prepared on a historical cost basis, except for financial instruments classified as financial instruments at fair value through profit and loss, which are stated at their fair value.

These unaudited financial statements were approved and authorized for issue by the board of Directors on May 29, 2020.

b) Basis of Preparation

These interim financial statements do not include all the information required for full annual financial statements. The condensed interim financial statements should be read in conjunction with the Company’s annual audited financial statements for the year ended June 30, 2019. The accounting policies, methods of computation and presentation applied in these financial statements are consistent with those of the previous financial year.

NOTE 3 – ACCOUNTING STANDARDS ISSUED BUT NOT YET EFFECTIVE

A number of new accounting standards, amendments to standards, and interpretations have been issued but not yet effective up the date of issuance of the Company’s financial statements. The Company intends to adopt the following standards when they become effective.

a) IFRS 16 – Leases

IFRS 16 provides a single lessee accounting model, requiring the recognition of assets and liabilities for all leases, unless the lease term is 12 months or less or the underlying asset has a low value. Lessor accounting remains largely unchanged from IAS 17 “Leases”, and the distinction between operating and finance leases is retained. The standard is effective for annual period beginning on or after January 1, 2019. The Company has determined there is no impact of this standard on its financial statements.

NOTE 4 – MARKETABLE SECURITIES.

Marketable securities consist of a portfolio of investments held for trading. The fair value of the marketable securities has been determined directly by reference to public price quotations in an active market. These marketable securities are comprised of common shares of publicly traded companies and are classified as fair value through profit or loss and measured at fair value with unrealized gains and losses recognized through the statement of operations.

Opening Balance Marketable Securities Purchased (at Cost) Marketable Securities Received from Property Option Sales Marketable Securities Sold (at Cost) Write-(Down) Up Marketable Securities to Market Value Advances from Trading Account	March 31, 2020 June 30, 2019 $ $ 364,847 67,871 - 301,797 - 335,000 - (453,686) (286,887) 44,579 - 69,286
	77,960 364,847

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Ximen Mining Corp.

Notes to the Condensed Financial Statements For the Nine Months Ended March 31, 2020 (Expressed in Canadian Dollars) (Unaudited)

NOTE 5 – RECLAMATION BONDS

The Company posts non-interest-bearing reclamation bonds against any potential land restoration costs that may be incurred in the future on its mineral properties. The funds are held in trust and may be released after required reclamation is satisfactorily completed.

As at March 31, 2020, the amount on deposit was $125,800 (June 30, 2019 – $98,300) with respect to the Brett Property ($31,000), Gold Drop Property ($38,000), Treasure Mountain Property ($5,000), Providence Property ($6,000) and Kenville Property ($45,800).

NOTE 6 – PROPERTY AND EQUIPMENT

COST Balance, June 30, 2018 Additions Balance, March 31, 2019 Balance, June 30, 2019 Additions Balance, March 31, 2020 ACCUMULATED DEPRECIATION Balance, June 30, 2018 Depreciation Balance, March 31, 2019 Balance, June 30, 2019 Depreciation Balance, March 31, 2020 NET BOOK VALUE Balance, June 30, 2019 Balance, March 31, 2020	Property and Office Vehicle Equipment Furniture Total $ $ $ $ - 32,000 9,217 41,217 60,000 - - 60,000
	60,000 32,000 9,217 101,217 60,000 1,748,186 4,000 1,812,186
	- 22,889 - 22,889 60,000 1,771,075 4,000 1,835,075
	- 7,360 9,217 16,577 - 3,696 - 3,696
	- 11,056 9,217 20,273 - 12,288 4,000 16,288 9,000 2,958 - 11,958
	9,000 15,246 4,000 28,246
	60,000 1,735,898 - 1,795,898 51,000 1,755,829 - 1,806,829

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Ximen Mining Corp.

Notes to the Condensed Financial Statements For the Nine Months Ended March 31, 2020 (Expressed in Canadian Dollars) (Unaudited)

NOTE 7 – INVESTMENT IN KENVILLE GOLD MINE AND PROPERTY

In April and May 2019, the Company entered into various agreements whereby it acquired approximately 78% of the issued and outstanding shares of 0995237 B.C. Ltd (“099 BC”), a private arm’s length company, in exchange for common shares and future cash payments by the Company. The principal asset of 099 BC is its option to acquire the Kenville Gold Mine, located west of Nelson, British Columbia.

Acquisition of Subsidiary - 0995237 B.C. Ltd.

In May 2019, the Company issued a total of 3,528,769 common shares from treasury (approximately 10.62% of the Company’s total issued outstanding common shares) for common shares and notes payable of 099 BC as follows:

• (i) 2,253,769 common shares of the Company, fair valued at $1,115,616, to former shareholders of 099 BC in exchange for 43,261,811 common shares of 099 BC, representing 78% of the total outstanding common shares of 099 BC (the “78% Interest”).

• (ii) 1,275,000 common shares of the Company, fair valued at $631,125, to a former shareholder of 099 BC in exchange for his promissory note receivable from 099 BC – principal amount of $1,000,000 plus accrued interest receivable of $118,388, for total face value of $1,118,388. The excess of the total face value of the note payable and interest over the fair value of the Company’s shares issued, $487,263, is recognized as gain on assumption of the promissory note payable.

The Company also has additional obligations as it acquired the following payables of 099 BC from a former shareholder of 099 BC as follows:

• (iii) Cash payable of $980,000 in exchange for 099 BC note payable – principal amount of $780,000 plus accrued interest payable of $1,177,865, for total face value of $1,957,865. The excess of the total face value of the note payable and interest over the future cash payment, $977,865, is recognized as gain on assumption of the promissory note payable. This future cash payment is unsecured, is non-interest bearing, and includes repayment dates (Note 12). A payment of $122,500 was made during the year ended June 30, 2019.

• (iv) Cash payable of $400,000 in exchange for the same amount of debt owed to a former shareholder of 099 BC who paid for a mining equipment owned by 099 BC. This future cash payment is unsecured, is non-interest bearing, and includes repayment dates (Note 12).

• (v) Assumption of debt totaling $270,000 to two former shareholders of 099 BC by 099 BC. This amount was incurred on exploration expenditures related to Kenville property.

The following table summarizes the recognized fair value amounts of assets acquired and liabilities assumed on May 30, 2019, the date of acquisition of 78% interest in 099 BC:

Cash Term Deposit (Reclamation Bond) GST Recoverable Property Equipment purchase Accounts Payable Promissory Notes Payable (8(ii)(iii)) Royalty Option Payable Shareholder Advances (8(v)) Net Liabilities of 0995237 B.C. Ltd.	$ 11,552 45,800 3,451 984,200 708,262 (400,793) (3,076,253) (220,000) (79,000)
	(2,022,781)

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Ximen Mining Corp.

Notes to the Condensed Financial Statements For the Nine Months Ended March 31, 2020 (Expressed in Canadian Dollars) (Unaudited)

NOTE 7 – INVESTMENT IN KENVILLE GOLD MINE AND PROPERTY (Continued)

The acquisition of 78% interest of 099 BC by the Company does not meet the requirement of IFRS 3, Business Combination. As such, this acquisition was accounted for under IFRS 6, Exploration and Evaluation of Mineral Resources. The premium of the consideration paid by the Company over the net liabilities of the acquired 099 BC was expensed as exploration and evaluation expenditures as the Company’s accounting policy is expensing both the acquisition costs and exploration costs during the period where the expenditures were incurred.

Acquisition of Subsidiary - 0995237 B.C. Ltd. (Continued)

The fair value of the consideration given by the Company for the 78% controlling interest in 099 BC, was $1,115,616, (2,253,769 common shares issued at $0.495 per share). The fair value of the 22% non-controlling interest in 099 BC was therefore valued at $314,661, using the 78% valuation amount. Accordingly, the premium in the amount of $3,453,057, comprising of the fair value of the shares issued by the Company plus the fair value of the 22% non-controlling interest, totaling $1,430,277, over the fair value of the net liabilities of 0995237 BC Ltd. acquired by the Company, were recognized as exploration and evaluation expenditures for 2019.

On July 3, 2019, as part of the acquisition of 099 BC, the Company acquired an additional 4,733,320 shares of 099 BC by issuing 236,333 common shares to shareholders of 099 BC. The additional share purchase brings total percentage owned of 099 BC from 78% to 87%. The fair value of the consideration given by the Company for the additional 9% was $153,833 (236,666 common shares issued at $0.65 per share.) The fair value of the 13% non-controlling interest of 099 BC was therefore valued at $22,987. A premium of $176,819 was recognized as exploration and evaluation expenditure for the period ended March 31, 2020.

Acquisition of Royalty Option from Gungnir Resources Inc.

On April 25, 2019, the Company entered into into a royalty option agreement with Gungnir Resources Inc. (“Gungnir”) to acquire Gungnir’s receivable from 099 BC in the amount of $220,000 and all of Gungnir’s remaining interest in its 4% gross metal royalty over 099 BC owned Kenville Gold Mine Property for total consideration of $1,700,000. The option is exercisable at the Company’s sole discretion.

Under the terms of the option agreement, to exercise the option, the Company is required to pay the $1,700,000 as follows:

• $500,000 in cash (paid);

• $200,000 in common shares of Ximen (285,918 shares issued fair valued at $142,959);

• $1,000,000 in cash, to be paid on or before October 31, 2019 (paid).

The exercise of the option is conditional on Ximen paying the full purchase price as set out above and receipt of TSXV approval. TSXV approved the transaction on May 24, 2019.

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Ximen Mining Corp.

Notes to the Condensed Financial Statements For the Nine Months Ended March 31, 2020 (Expressed in Canadian Dollars) (Unaudited)

NOTE 8 – EXPLORATION AND EVALUATION ASSETS

Cumulative acquisition and exploration costs incurred by the Company to March 31, 2020 on its mineral properties are summarized below.

Balance, June 30, 2018 Acquisition Costs Exploration Costs Exploration Advance Option payments received Balance, March 31, 2019 Balance, June 30, 2019 Acquisition Costs Exploration Costs Exploration Advance Option payments received Balance, March 31, 2020	Brett (a) Gold Drop (b) Treasury Mountain (c) Kenville Caramelia (d)(e) Various, (i)(j)(k) (l)(m) Bouleau; Dentonia; Providence (f)(g)(h) General Exploration Total $ $ $ $ $ $ $ $ 4,576,711 637,468 241,612 - - 773,294 152,982 6,382,067
	- - - - - - - - 71,860 99,942 178,431 - - - 4,494 354,727 - - (217,482) - - - - (217,482) 912,000 (250,000) (10,000) - - - - 652,000
	5,560,571 487,410 192,561 - - 773,294 157,476 7,171,312
	5,586,992 497,242 179,887 4,249,583 - 773,294 163,452 11,450,450 - - - 1,176,820 1,881,029 - - 3,057,849 52,393 12,572 124,985 438,227 - - 5,009 633,186 - - (69,728) - - - (21,500) (91,228) - (100,000) - - - - - (100,000)
	52,393 (87,428) 55,257 1,615,047 1,881,029 - (16,491) (3,499,807)
	5,639,385 409,814 235,144 5,864,630 1,881,029 773,294 146,961 14,950,257

Title to mineral properties involves certain inherent risks due to the difficulties of determining the validity of certain claims as well as the potential for problems arising from the frequently ambiguous conveyancing history characteristic of many mineral properties. The Company has investigated title to all of its mineral properties and, to the best of its knowledge, title to all of its properties are in good standing. All properties are located in Canada.

a) Brett Property, British Columbia, Canada

On December 3, 2013, the Company entered into an option agreement to acquire a 100% interest in the Brett Gold Project situated in the North Okanagan region of southwest British Columbia approximately 29 kilometers west of Vernon. Under the terms of the agreement, the Company may acquire a 100% undivided interest by making cash option payments totalling $1,000,000, issuing 200,000 common shares, and issuing additional common shares of the Company with an aggregate deemed value of $350,000 as follows:

On execution of agreement (Paid) By December 18, 2013 (Paid) By December 23, 2013 (Issued – fair valued at $290,000) By January 17, 2014 (Paid) By January 05, 2015 (Paid) By January 05, 2015 (Issued – fair valued at $126,000) By December 03, 2015 (Paid) By December 03, 2015 (Issued – fair valued at $166,667)	Number of Post-Consolidated Shares Cash $ - 50,000 - 50,000 200,000 - - 200,000 - 300,000 140,000 - - 400,000 666,667 -
	1,006,667 1,000,000

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Ximen Mining Corp. Notes to the Condensed Financial Statements For the Nine Months Ended March 31, 2020 (Expressed in Canadian Dollars) (Unaudited)

NOTE 8 – EXPLORATION AND EVALUATION EXPENDITURES (Continued)

The Company has earned a 100% undivided interest as it has complied with all the terms of the option agreement.

On January 24, 2014, the Company entered into an option agreement to acquire a 100% interest in the 2% net smelter royalty (“NSR”) on the Brett Gold Project. The agreement was amended on February 14, 2017 and May 17, 2017 under the following amended terms: the issuance of $50,000 worth of the Company’s common shares based on a ten day weighted average upon signing of the amended agreement, the issuance of $420,000 worth of the Company’s common shares upon TSX approval of the amended agreement, the payment or issuance of $60,000 in cash or common shares of the Company on February 18, 2018 and $75,000 on February 18, 2019, and final cash payment of $830,000 payable by February 20, 2020.

On December 4, 2018, the agreement was further amended whereby the outstanding amount of $905,000 would be made in a final payment of 2,400,000 shares at a deemed price of $0.30 for a total of $720,000 thereby completing any and all payment. TSX approval was received on December 7, 2018. The fair value recognized of $912,000 was based on the closing quoted price of the Company’s share at the date of issuance.

By February 20, 2014 (Issued – fair valued at $30,000) By February 20, 2015 (Issued – fair valued at $49,077) By February 20, 2016 (Issued – fair valued at $67,739) By February 18, 2017 (Issued – fair valued at $56,601) Upon TSX Approval (Issued – fair valued at $210,000) By February 18, 2018 (Issued – fair valued at $59,993) By December 7, 2018 (Issued – fair valued at $912,000)	Number of Post-Consolidated Shares Cash $ 20,000 - 51,660 - 225,800 - 125,780 - 1,200,000 - 352,900 - 2,400,000 -
	4,376,140 -

b) Gold Drop Property, British Columbia, Canada

On November 27, 2013, the Company entered into an option agreement to acquire a 100% interest in the Gold Drop Property located about 9 kilometers northeast from Greenwood, British Columbia, in the Greenwood Gold Mining district. Under the terms of the option agreement, the Company may acquire a 100% undivided interest by making cash option payments totalling $170,000, and issuing an aggregate of 150,000 common shares as follows:

On November 27, 2013 (Paid) On February 23, 2014 (Issued – fair valued at $49,500, and paid) By February 24, 2015 (Issued – fair valued at $120,000, and paid) By February 24, 2016 (Issued – fair valued at $168,000, and paid)	Number of Post-Consolidated Shares Cash $ - 25,000 30,000 15,000 50,000 60,000 70,000 70,000
	150,000 170,000

During the year ended June 30, 2016, the Company earned a 100% undivided interest by making the final cash payment of $70,000, therefore, complying with all the terms of the option agreement.

On June 21, 2016, the Company entered into an option agreement with GGX Gold Corp. (‘GGX”) to sell its 100% interest in the Gold Drop Property. GGX is required to make cash option payments totalling $400,000, issue 1,000,000 common shares, issue additional common shares with a fair value of $450,000, and incur exploration expenditures on the property as follows:

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Notes to the Condensed Financial Statements For the Nine Months Ended March 31, 2020 (Expressed in Canadian Dollars) (Unaudited)

Ximen Mining Corp.

NOTE 8 – EXPLORATION AND EVALUATION EXPENDITURES (Continued)

Cash Payments:

• $50,000 on execution of the agreement (received);

• $50,000 within five business day following the approval by TSX Venture (received); and

• $100,000 on or before July 26, 2017 (received), July 26, 2018 (received), and July 26, 2019 (received).

Share Payments:

• 1,000,000 common shares within five business day following the approval by TSX Venture (received); and

• Additional common shares with a fair value of $150,000 per year on or before July 26, 2017 (received), July 26, 2018 (received), and July 26, 2019 (received).

Exploration Expenditures:

• A minimum of $1,000,000 on the property on or before July 26, 2019, but not less than $150,000 per year on the property on or before July 26, 2017, July 26, 2018, and July 26, 2019.

The Company will retain a 2.5% net smelter return royalty (the “NSR Royalty”) which GGX may buy down 1% of the NSR Royalty by paying $1,000,000 to the Company. Upon the completion of the sale of the Property, the Company will have a right for nine months thereafter to elect to form a joint venture with GGX by paying to GGX the amount of money equal to 30% of the total amount expended on the Property by GGX.

If the Company exercises this joint-venture right, the Company and GGX will enter into a joint venture for the exploration and development of the Property.

The transaction was approved by TSX Venture on July 26, 2016.

GGX has a common director and officer of the Company.

c) Treasure Mountain Property, British Columbia, Canada

In March 2014, the Company entered into an option agreement whereby the Company acquired a 100% interest in the Treasure Mountain property located 30 kilometres east of Hope, British Columbia by making cash payments as follows: $75,000 cash upon signing of the agreement (paid) and $50,000 cash due 90 days after the signing of the agreement (paid).

In 2014, the Company also acquired a 100% interest in three surrounding mineral claims for cash payments of $70,000 (paid).

On December 7, 2016, the Company acquired a mineral tenure claim north of Treasure Mountain Property for cash payment of $15,000 (paid) from a director of the Company. The agreement is subject to a 2% net smelter return royalty (“NSR”) payable to the vendor.

On November 30, 2016, the Company entered into an option agreement with New Destiny Mining Corp (“New Destiny”) to sell its 100% interest in all mineral claims which comprise the Treasure Mountain Property. New Destiny is required to make cash and or issue common shares totalling $400,000, issue an aggregate of 500,000 common shares, and incur exploration expenditures on the property as follows:

Cash Payments:

• $25,000 on execution of the agreement (received);

• $50,000 within five business day following the approval by TSX Venture;

• $75,000 in cash and/or common shares equivalent (subject to a minimum of $10,000 to be paid in cash) per year on or before the first, second, and third anniversaries of the approval by TSX Venture; and

• $100,000 in cash and/or common shares equivalent (subject to a minimum of $10,000 to be paid in cash) on or before the fourth anniversary of the approval by TSX Venture.

14

Ximen Mining Corp.

Notes to the Condensed Financial Statements For the Nine Months Ended March 31, 2020 (Expressed in Canadian Dollars) (Unaudited)

NOTE 8 – EXPLORATION AND EVALUATION EXPENDITURES (Continued)

Share Payment:

• 500,000 common shares with a minimum fair value of $50,000 within five business day following the approval by TSX Venture (received).

Exploration Expenditures:

• Annual minimum exploration expenditures of $100,000, $150,000, $250,000, and $250,000 on the property in each year ending on or before the first, second, third, and fourth anniversaries, respectively, of the approval by TSX Venture.

The Company will retain a 2.5% net smelter return royalty (the “NSR Royalty”) which New Destiny may buy down 1% of the NSR Royalty by paying $1,000,000 to the Company. Upon the completion of the sale of the Property, the Company will have a right for nine months thereafter to elect to form a joint venture with New Destiny by paying to New Destiny the amount of money equal to 30% of the total amount expended on the Property by New Destiny. If the Company exercises this joint-venture right, the Company and New Destiny will enter into a joint venture for the exploration and development of the Property.

The transaction was approved by TSX Venture on November 9, 2017. New Destiny has a common director and officer of the Company.

d) Kenville Property, British Columbia, Canada

In April and May 2019, the Company entered into various agreements whereby it acquired approximately 78% of the issued and outstanding shares of 0995237 B.C. Ltd (“099 BC”), a private arm’s length company, in exchange for common shares and future cash payments by the Company. The principal asset of 099 BC is its option to acquire the Kenville Gold Mine, located west of Nelson, British Colubia.

The acquisition costs comprised of: (i) the premium on the acquisition of 099 BC in the amount of $3,429,334, the assumption of additional debts from former shareholders of 099 BC in the amount of $191,000, and the considerations paid by the Company to Gungnir in the amount of $500,000 (cash) and issuance of 200,000 shares with fair value of $142,959, less assumption of the receivable from 099 BC in the amount of $220,000 (Note 7).

e) Cariboo-Armelia (“Cararmelia”) Property, British Columbia, Canada

On June 4, 2019, the Company entered into an agreement to acquire crown granted mineral properties covering the Cariboo-Armelia gold mine in Camp McKinney in British Columbia. The acquisition includes crown-granted claims: Molson, Paragon, Burley#1, Edward VII, Wonder Y, Last Chance, Fontenoy, Emma, Alice, Cariboo, Armelia, Okanagan, Maple Leaf , Sawtooth and Wiarton. The properties Maple Leaf and Wiarton also include the surface rights as originally granted. In exchange for the 100% interest in all these properties, the Company issued 212,888 common shares fair valued at $93,671.

f) Bouleau Property, British Columbia, Canada

On July 15, 2014, the Company entered into a property option agreement to acquire a 100% interest in the Bouleau Property which is adjacent to the Company’s Brett property located near Vernon, British Columbia.

15

Notes to the Condensed Financial Statements For the Nine Months Ended March 31, 2020 (Expressed in Canadian Dollars) (Unaudited)

Ximen Mining Corp.

NOTE 8 – EXPLORATION AND EVALUATION EXPENDITURES (Continued)

Under the terms of the option agreement, the Company may acquire a 100% undivided interest by making cash option payments totalling US$250,000, and issuing additional common shares of the Company with an aggregate deemed value of $300,000 as follows:

On September 05, 2014 (Paid) On September 05, 2014 (Issued – fair valued at $102,174) By March 05, 2015 (Paid) By March 05, 2015 (Issued – fair valued at $67,211) By September 30, 2015 (Paid) By September 30, 2015 (Issued– fair valued at $46,260) By March 05, 2016 (Paid) By March 05, 2016 (Issued – fair valued at $72,545) By September 05, 2016 (Issued – fair valued at $82,944)	Number of Post-Consolidated Shares Cash US$ - 100,000 43,478 - - 50,000 96,015 - - 50,000 264,340 - - 50,000 241,818 - 107,025 -
	752,676 250,000

During the year ended June 30, 2017, the Company earned a 100% undivided interest by making the final share issuance payment, therefore, complying with all the terms of the option agreement.

g) Dentonia Property, Southern British Columbia, Canada

On August 29, 2014, the Company entered into a property option agreement whereby the Company acquired a 100% interest in the Dentonia South Property, located 10 miles south of Greenwood, British Columbia, by issuing 30,000 common shares fair valued at $51,000.

h) Providence Property, Southern British Columbia, Canada

In August 2017, the Company entered into a property option agreement whereby the Company acquired a 100% interest in the Providence South Property, near Greenwood, British Columbia, by issuing a total of 280,000 common shares fair valued at $53,000.

i) Nelson California and Camp McKinney, Southern British Columbia, Canada

In February 2020, the Company entered into an agreement with an arm’s length individual to acquire mineral claims comprising of the Nelson California gold mineral claim and the Camp McKinney gold mineral claim in Southern British Columbia. For consideration, the Company issued 111,111 common shares fair valued at $50,000 and cash payment of $30,000.

j) Ron Gold, Clubine, Hughes and Quartz Mountain, Southern British Columbia, Canada

In March 2020, the Company entered into an agreement with an arm’s length company to acquire 100% of its British Columbian properties. The properties total 98 mineral claims covering 1,171 hectares and one crown granted mineral claim of 8.7 hectares located in the southeastern corner of the province. The agreement includes the Ron Gold Property, the Clubine Property, the Hughes Property and the Quartz Mountain Property. For consideration, the Company issued 1,000,000 shares fair valued at $410,00 and issued 1,000,000 share purchase warrants exercisable at $0.45 for a 24 month period.

16

Notes to the Condensed Financial Statements For the Nine Months Ended March 31, 2020 (Expressed in Canadian Dollars) (Unaudited)

Ximen Mining Corp.

NOTE 8 – EXPLORATION AND EVALUATION EXPENDITURES (Continued)

k) Stewart and Rozan, Southern British Columbia, Canada

In March 2020, the Company entered into an agreement with an arm’s length company to acquire 100% of Stewart and Rozan properties located in southeastern, British Columbia. The two properties consist of 60 mineral claims covering a total of 7,739 hectares. As consideration, the Company issued 1,275,000 shares fair valued at $369,750 and 1,275,000 share purchase warrants at $0.45 per share for three years, increasing to $0.55 per share in year 4 and year 5 from the date of issuance. A cash payment of $100,000 was also made.

l) 49er Creek and Queen Victoria, Southern British Columbia, Canada

In March 2020, the Company entered into an agreement with an arm’s length company to acquire 100% of its mineral properties located in southeastern, British Columbia. The properties cover a total of 105 mineral claims covering approximately 4,276 hectares. As consideration, the Company issued 1,400,000 shares fair valued at $525,000 with restriction on trading. 700,000 shares will become free trading six months and one day after the receipt of TSX Venture Exchange approval and the reaming 700,000 shares to become free trading one year and one day after TSX Venture Exchange approval. A cash payment of $100,000 was also made.

m) Bud-Elk Property, Southern British Columbia, Canada

In March 2020, the Company entered into an agreement with an arm’s length company to acquire 100% of its mineral properties located in southeastern, British Columbia. The properties consist of 6 mineral claims covering a total of 380.6 hectares. As consideration, the Company issued 388,888 shares fair valued at $147,777.

NOTE 9 – SHARE CAPITAL

a) Authorized Share Capital

Unlimited common shares without par value

b) Issued and Outstanding Share Capital

As at March 31, 2020, there were 56,145,451 (June 30, 2019 – 38,018,700) common shares issued and outstanding.

The following share issuances occurred during the period ended March 31, 2019:

• In December 2018, the Company completed a non-brokered private placement of 1,800,001 units at a price of $0.30 per unit for gross proceeds of $540,000. One unit comprise one flow-through common share. The Company paid finder fees of $28,000 and issued 93,333 Agents’ warrants. The Agents’ warrants may be exercised for a period of two years at a price of $0.30.

• In December 2018, the Company issued 2,400,000 shares as per the amended agreement on the Brett Gold Project (Note 8(a)). The fair value recognized of $912,000 was based on the closing quoted market price of the Company’s share at the date of issuance.

• In January 2019, the Company completed a non-brokered private placement of 1,000,000 units at a price of $0.25 per unit for gross proceeds of $250,000. One unit consists of one common share and one transferable common share purchase warrant. One warrant entitles the holder to purchase, for a period of 2 years from the date of issue, one additional common share of the Issuer at an exercise price of $0.30 per share. The Company paid finder fees of $800 and issued 3,200 Agents’ warrants. The Agents’ warrants may be exercised for a period of two years at a price of $0.30.

• For the period ended March 31, 2019, the Company issued 3,470,837 shares upon the exercise of share purchase warrants for gross proceeds of $871,322. The Company also issued 102,100 shares upon the exercise of agents’ warrants, gross proceeds of $27,481 and 550,000 shares upon the exercise of stock options for gross proceeds of $260,927.

17

Ximen Mining Corp. Notes to the Condensed Financial Statements For the Nine Months Ended March 31, 2020 (Expressed in Canadian Dollars) (Unaudited)

NOTE 9 – SHARE CAPITAL (Continued)

b) Issued and Outstanding Share Capital (Continued)

The following share issuances occurred during the period ended March 31, 2020:

• On July 3, 2019, as part of the acquisition of 099 BC (Note 7), the Company acquired an additional 4,733,320 shares of 099 BC by issuing 236,333 common shares to shareholders of 099 BC.

• During October, November and December 2019, the Company completed a non-brokered private placement of 2,790,332 units for gross proceeds of $837,100. Each unit consists of once common share priced at $0.30 and one transferrable common share purchase warrant. Each whole warrant entitles the holder to purchase, for a period of 18 months, an additional common share at an exercise price of $0.45.

• During October and December 2019, the Company completed a non-brokered private placement of 2,312,053 Flow-Through shares for gross proceeds of $901,701. The Flow-Through share consists of one common share priced at $0.39 that qualifies as a ‘Flow-Through Share’ as defined in subsection 66(15) of the Income Tax Act. and one transferrable common share purchase warrant. The Company paid cash commission of $52,500 ($35,000 and $17,500) and issued 123,616 (44,872 and 89,744) Agents’ warrants. The Agents’ warrants may be exercised for a period of two years at a price of $0.39.

• In July, September and October 2019, the Company closed the four tranches of its draw-down equity financing facility with Alumina Partners (Ontario) Ltd. The Company drew down $900,000 from Alumina by issuing 2,248,335 units. Each unit consists of one common share and an eighteen-month warrant. The shares were issued at the following prices: 480,770 shares at $0.52, warrants exercisable at $0.8125, 446,428 shares at $0.56, warrants exercisable at $0.875, 487,804 shares at $0.3075, warrants exercisable at $0.5125 and 833,333 at $0.30, warrants exercisable at $0.45.

• In January and February 2020, the Company closed several tranches on its drawdown equity financing facility with Alumina Partners (Ontario) Ltd. The Company drew down a total of $600,000 from Alumina by issuing 1,912,938 units. Each unit consists of a common share and a 36-month warrant. The shares and the warrants were issued at the following prices: 500,000 share at $0.30, warrants exercisable at $0.45, 470,588 shares at $0.3190, warrants exercisable at $0.5313, 487,805 shares at $0.0.3070, warrants exercisable at $0.5125,and 454,545 shares at $0.33, warrants exercisable at $0.45.

• In February 2020, the Company issued 771,428 shares pursuit to a share-for-debt agreement to pay outstanding debts of $270,000. The shares on date of issue had a fair market value of $277,714. A loss of $7,714 on debt settlement was recorded in the Statement of Comprehensive Loss.

• On March 9, 2020, the Company closed a Flow-Through financing by issuing 1,200,000 Flow-Through shares at $0.50 per share for gross proceeds of $600,000. Each Flow-Through share consists of one common share that qualifies as a “Flow-Through Share” as defined in subsection 66(15) of the Income Tax Act.

• During February and March 2020, the Company issued shares to several groups to acquire mining properties and claims in southern British Columbia. During February and March 2020, a total of 4,174,999 shares were issued with a fair value of $1,502,527. All shares were issued pursuant to mineral acquisition agreements (Note 8(i)(j)(k)(l)(m)).

• During the period ended March 31, 2020, the Company issued 1,000,000 shares upon the exercise of restricted stock units. The shares had a fair market value of $367,500.

• During the period ended March 31, 2020, the Company issued 1,250,000 shares upon the exercise of share purchase warrants for gross proceeds of 225,000. The Company also issued 230,000 shares upon the exercise of stock options for gross proceeds of $63,000.

18

Notes to the Condensed Financial Statements For the Nine Months Ended March 31, 2020 (Expressed in Canadian Dollars) (Unaudited)

Ximen Mining Corp.

NOTE 9 – SHARE CAPITAL (Continued)

c) Shares Issued Under Restricted Stock Unit (RSU) Plan

During the year ended June 30, 2019, the board of directors approved the adoption of a new Restricted Share Unit Plan (“RSU Plan”), which was approved by the shareholders. The RSU Plan allows the eligible person to acquire restricted share units of the Company and is designed to provide the Company with an additional tool to compensate certain directors, officers, consultants and other key employees of the Company. The maximum number of RSU units that the Company may grant is 2,250,000 units.

During the period ended March 31, 2020, the Company issued 1,000,000 restricted stock units with a fair market value of $555,000.

d) Stock Options

The Company has a stock option plan under which it is authorized to grant options to directors, employees, and consultants enabling them to acquire up to 10% of the issued and outstanding common shares of the Company. Under the plan, the exercise price of each option equals the market price, minimum price, or a discounted price of the Company's shares as calculated on the date of grant. The options can be granted for a maximum term of 5 years. Vesting terms are determined by the board of directors at the time of grant.

The continuity schedule of stock options for the period ended March 31, 2020 is as follows. For the period ended March 31, 2020, 2,685,000 options were outstanding with a weighted average exercise price of $0.54 and an average remaining life of 3.02 years.

	Exercise	June 30,			Expired/	March 31,
Expiry Date	Price	2019	Granted	Exercised	Cancelled	2020
April 29, 2020	$0.60	340,000	-	-	-	340,000
February 02, 2021	$0.25	155,000	-	-	-	155,000
October 05, 2021	$0.75	130,000	-	-	-	130,000
November 22, 2021	$0.60	210,000	-	-	-	210,000
February 14, 2023	$0.18	200,000	-	(50,000)	-	150,000
December 27, 2023	$0.30	780,000	-	(180,000)	-	600,000
July 11, 2024	$0.75	-	100,000	-	-	100,000
July 15, 2024	$0.70	-	1,000,000	-	-	1,000,000
		1,815,000	1,100,000	(230,000)	-	2,685,000

For the period ended March 31, 2019, 1,885,000 options were outstanding with a weighted average exercise price of $0.40 and an average remaining life of 3.34 years.

	Exercise	June 30,			Expired/	March 31,
Expiry Date	Price	2018	Granted	Exercised	Cancelled	2019
February 16, 2019	$0.500	185,000	-	(100,000)	(85,000)	-
March 20, 2019	$0.450	260,000	-	(240,000)	(20,000)	-
April 29, 2020	$0.600	340,000	-	-	-	340,000
February 02, 2021	$0.250	195,000	-	(40,000)	-	155,000
October 05, 2021	$0.750	130,000	-	-	-	130,000
November 22, 2021	$0.600	230,000	-	(20,000)	-	210,000
February 14, 2023	$0.180	400,000	-	(150,000)	-	250,000
December 27, 2023	$0.300	-	800,000	-	-	800,000
		1,740,000	800,000	(550,000)	(105,000)	1,885,000

19

Notes to the Condensed Financial Statements For the Nine Months Ended March 31, 2020 (Expressed in Canadian Dollars) (Unaudited)

Ximen Mining Corp.

NOTE 9 – SHARE CAPITAL (Continued)

e) Share Purchase Warrants

The continuity schedule of share purchase warrants for the period ended March 31, 2020 is as follows. Total outstanding share purchase warrants as at March 31, 2020 is 14,149,145 with a weighted average exercise price of $0.51.

	Exercise	June 30,			Expired/	March 31,
ExpiryDate	Price	2019	Issued	Exercised	Cancelled	2020
August 27, 2019	$0.18	350,000	-	(350,000)	-	-
September 10, 2019	$0.18	900,000	-	(900,000)	-	-
April 20, 2020	$0.25	230,000	-	-	-	230,000
January 03, 2021	$0.30	877,000	-	-	-	877,000
January 11, 2021	$0.8125	-	480,770	-	-	480,770
January 26, 2021	$0.8750	-	446,428	-	-	446,428
February 01, 2021	$0.30	123,000	-	-	-	123,000
March 18, 2021	$0.5125	-	487,804	-	-	487,804
April 04, 2021	$0.45	-	833,333	-	-	833,333
April 08, 2021	$0.45	-	833,500	-	-	833,500
April 21, 2021	$0.45	-	888,334	-	-	888,334
May 25, 2021	$0.45	-	350,000	-	-	350,000
June 17, 2021	$0.45	-	250,000	-	-	250,000
July 07, 2021	$0.45	-	468,498	-	-	468,498
July 27, 2021	$0.45	-	500,000	-	-	500,000
August 15, 2021	$0.50	462,000	-	-	-	462,000
October 24, 2021	$1.00	924,040	-	-	-	924,040
December 30, 2021	$0.50	200,000	-	-	-	200,000
April 11, 2022	$0.375	940,000	-	-	-	940,000
April 13, 2022	$0.375	404,500	-	-	-	404,500
April 20, 2022	$0.375	200,000	-	-	-	200,000
May 05, 2022	$0.45	-	1,000,000			1,000,000
December 13, 2022	$0.250	562,000	-	-	-	562,000
February 05, 2023	$0.5313	-	470,588	-	-	470,588
February 25, 2023	$0.5125	-	487,805	-	-	487,805
March 06, 2023	$0.55	-	454,545	-	-	454,545
March 12, 2023	$0.45	-	1,275,000	-	-	1,275,000
		6,172,540	9,226,605	(1,250,000)	-	14,149,145

Total outstanding share	purchase warrants	as March 31,	2019 is 9,502,329	with a weighted	average exercise	price of $0.38.
	Exercise	June 30,			Expired/	March 31,
Expiry Date	Price	2018	Issued	Exercised	Cancelled	2019
January 04, 2019	$0.250	3,478,126	-	(683,337)	-	2,794,789
August 27, 2019	$0.18	2,160,000	-	(1,495,000)	-	665,000
September 10, 2019	$0.18	1,340,000	-	(440,000)	-	900,000
April 20, 2020	$1.250	230,000	-	-	-	230,000
January 03, 2021	$0.300	-	877,000	-	-	877,000
February 01, 2021	$0.300	-	123,000	-	-	123,000
August 15, 2021	$0.500	852,000	-	(260,000)	-	592,000
October 24, 2021	$1.000	924,040	-	-	-	924,040
December 30, 2021	$0.500	200,000	-	-	-	200,000
April 11, 2022	$0.375	940,000	-	-	-	940,000
April 13, 2022	$0.375	1,087,000	-	(592,500)	-	494,500
April 20, 2022	$0.375	200,000	-	-	-	200,000
December 13, 2022	$0.250	562,000	-	-	-	562,000
		11,973,166	1,000,000	(3,470,837)	-	9,502,329

20

Notes to the Condensed Financial Statements For the Nine Months Ended March 31, 2020 (Expressed in Canadian Dollars) (Unaudited)

Ximen Mining Corp.

NOTE 9 – SHARE CAPITAL (Continued)

f) Agents’ Warrants

The continuity schedule of agent’s warrants for the period ended March 31, 2020 is as follows. Total outstanding Agents’ warrants as at March 31, 2020 is 338,149 with a weighted average exercise price of $0.39.

	Exercise	June 30,			Expired/	March 31,
Expiry Date	Price	2019	Issued	Exercised	Cancelled	2020
December 11, 2020	$0.300	93,333	-	-	-	93,333
January 04, 2021	$0.300	3,200	-	-	-	3,200
October 24, 2021	$0.390	-	89,744	-	-	89,744
December12, 2021	$0.390	-	44,872	-	-	44,872
March 09, 2022	$0.500	-	84,000	-	-	84,000
April 13, 2022	$0.375	23,000	-	-	-	23,000
		119,533	218,616	-	-	338,149

Total outstanding Agents’ warrants as at March 31, 2019 is 119,533 with a weighted average exercise price of $0.31.

	Exercise	June 30,			Expired/	March 31,
Expiry Date	Price	2018	Issued	Exercised	Cancelled	2019
August 27, 2019	$0.180	102,100	-	(102,100)	-	-
December 11, 2020	$0.300	-	93,333	-	-	93,333
January 04, 2021	$0.300	-	3,200	-	-	3,200
April 13, 2022	$0.375	23,000	-	-	-	23,000
		125,100	96,533	(102,100)	-	119,533

g) Share-Based Payments

Stock-based compensation costs have been determined based on the fair value of the stock options and agents’ warrants at the grant date using the Black-Scholes option-pricing model.

During the period ended March 31, 2020, the Company granted 218,616 (2019 – 96,533) Agents’ Warrants with a fair market value of $38,688 (2019 - $16,135). The Company also granted 1,100,000 options (2019 – 800,000) with a fair market value of $638,908 (2019 - $206,249). The Company also granted 1,000,000 restricted stock units with a fair market value of $555,000.

The following assumptions were used for the Black-Scholes valuation of agents’ warrants granted:

Risk-free interest rate Expected life of agents’ warrants Annualized volatility Dividend rate	2020 2019
	1.52% - 1.57% 1.84% - 1.93% 5 years 2 - 5 years 110% -110.1% 104.9% - 236.4% 0.00% 0.00%

21

Ximen Mining Corp.

Notes to the Condensed Financial Statements For the Nine Months Ended March 31, 2020 (Expressed in Canadian Dollars) (Unaudited)

NOTE 10 – RELATED PARTY TRANSACTIONS

Key management includes directors (executive and non-executive) and senior management, including the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”). The amounts paid by the Company for the services provided by related parties have been determined by negotiation among the parties and, in certain cases, are covered by signed agreements. These transactions are in the normal course of operations. Details of transactions between the Company and related parties, in addition to those transactions disclosed elsewhere in these financial statements, are described below.

a) Amount Due to Related Party

Amounts due to related parties are in the normal course of business, unsecured, non-interest bearing, and have no specific terms of repayment.

b) Compensation of Key Management Personnel

All related party transactions were in the ordinary course of business and were measured at their exchange amount.

Management Fees Exploration Office Administration and Support Fees Stock-Based Compensation	March 31, 2020 March 31, 2019 $ $ 150,000 251,800 - (211,513) 172,119 40,487 844,827 90,234
	1,166,946 171,008

• c) During the period ended March 31, 2020, the Company incurred $322,119 (2019 – $292,287) in management fees and reimbursements on travel and other expenses to a director and officer (and a company controlled by the director) of the Company. As at March 31, 2020, $Nil (2019 – $8,046) was payable.

• d) During the period ended March 31, 2020, the Company incurred exploration expenses and received exploration recovery amounts of $Nil (2019 – ($211,513)) to a Company controlled by a director of the Company.

• e) During the period ended March 31, 2020, the Company incurred stock-based compensation of $844,827 (2019 – $90,234) to directors and officers of the Company for the granting of stock options and RSUs.

NOTE 11 – SUPPLEMENTAL CASH FLOW INFORMATION

a) Significant Non-Cash Financing Activities

Shares Issued for Exploration and Evaluation Expenditures b) Other Items Income Taxes Paid Interest Paid	March 31, March 31, 2020 2019 $ $ 1,679,347 912,000
	1,679,347 912,000
	- - - -

22

Notes to the Condensed Financial Statements For the Nine Months Ended March 31, 2020 (Expressed in Canadian Dollars) (Unaudited)

Ximen Mining Corp.

NOTE 12 – COMMITMENT

• a) The Company entered into a five-year agreement with its Director, President and Chief Executive Officer in December 2016, for consulting services to the Company for monthly consideration of $15,000 (plus applicable taxes) plus automobile and reimbursement of all traveling and direct expenses incurred.

• b) In July 2019, the Company entered into one-year agreement with an individual to provide investor relations services. In consideration for the services, the Company shall pay a monthly fee of $4,700 plus applicable taxes.

• c) Pursuant to the acquisition of 099 BC and mining equipment from former shareholders of 099 BC (Note 7), the cash payable due dates are as follows:

• (i) $522,500 due to the former shareholders of 099 BC – on or before May 30, 2020;

• (ii) $122,500 due to the former shareholders of 099 BC – on or before November 30, 2020;

• (iii) $122,500 due to the former shareholders of 099 BC – on or before May 30, 2021;

• (iv) $122,500 due to the former shareholders of 099 BC – on or before November 30, 2021;

• (v) $122,500 due to the former shareholders of 099 BC – on or before May 30, 2022; and

• (vi) $122,500 due to the former shareholders of 099 BC – on or before November 30, 2022.

NOTE 13 – NON-CONTROLLING INTEREST

The non-controlling interest consists of 22% ownership of 0995237 BC. The Company acquired 78%, the controlling shares, of 099 BC on May 30, 2019 (Note 7).

CURRENT: ASSETS LIABILITIES CURRENT NET LIABILITIES NON-CURRENT ASSETS NON-CURRENT NET ASSETS NET LIABILITIES	$ 14,196 (3,887,220)
	(3,873,024)
	922,656
	922,656
	(2,950,368)

In July 2019, the Company acquired an additional 9% ownership bringing total ownership to 87%. As at March 31, 2020, the non-controlling interest consists of 13% ownership of 0995237 BC.

The following is the summarized comprehensive loss of 099 BC for the period since acquisition to June 30, 2019:

Expenses Total Comprehensive Loss	May 30 to June 30, 2019 $ 111,981
	111,981

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Notes to the Condensed Financial Statements For the Nine Months Ended March 31, 2020 (Expressed in Canadian Dollars) (Unaudited)

Ximen Mining Corp.

NOTE 13 – NON-CONTROLLING INTEREST (Continued)

The following is the summarized comprehensive loss of 099 BC for the period ended March 31, 2020:

Expenses Total Comprehensive Loss	July 01 to March 31, 2020 $ 455,789
	455,789

NOTE 14 – CAPITAL MANAGEMENT

The Company manages its capital structure and makes adjustments to it, based on the funds available to the Company, in order to support the acquisition, exploration, and development of resource properties. The Board of Directors does not establish quantitative return on capital criteria for management, but rather relies on the expertise of the Company’s management to sustain future development of the business.

The Company manages its share capital as capital, which as at March 31, 2020, was $28,700,952 (June 30, 2019 – $22,424,213). Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable.

The Company is not subject to externally imposed capital requirements. There were no changes in the Company’s approach to capital management during the period ended March 31, 2020.

NOTE 15 – FINANCIAL INSTRUMENTS

The fair value of the Company’s loan receivable, accounts payable and accrued liabilities, convertible debentures payable, and amounts due to related parties approximate their carrying value, which is the amount recorded on the consolidated statement of financial position. The Company’s other financial instruments and cash under the fair value hierarchy are recorded at fair value based on level one quoted prices in active markets for identical assets or liabilities.

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

a) Credit Risk

Credit risk is the risk of loss associated with a counterparty’s inability to fulfill its payment obligations. Management believes that its credit risk is not significant.

b) Liquidity Risk

The Company’s approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when due. As at March 31, 2020, the Company had a cash balance of $260,018 to settle current liabilities of $1,176,910. All of the Company’s financial liabilities have contractual maturities of less than 30 days and are subject to normal trade terms. Management expects to fund those liabilities through the issuance of capital stock and loans from related parties over the coming year.

c) Interest Rate Risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company’s loans receivable and amounts due to related parties are non-interest bearing. Interest on the Company’s debentures payable are based on fixed rates, and as such, the Company is not exposed to significant interest rate risk.

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Ximen Mining Corp. Notes to the Condensed Financial Statements For the Nine Months Ended March 31, 2020 (Expressed in Canadian Dollars) (Unaudited)

NOTE 15 – FINANCIAL INSTRUMENTS (Continued)

d) Foreign Currency Risk

The Company is exposed to foreign currency risk on fluctuations related to cash and cash equivalents and accounts payable and accrued liabilities that are denominated in U.S. Dollars. The Company’s financial instruments denoted in U.S. Dollars are insignificant and any fluctuation in foreign currency exchange rates would have an insignificant impact on net loss for the year.

e) Commodity Price Risk

The Company is exposed to price risk with respect to commodity and equity prices. Equity price risk is defined as the potential adverse impact on the Company’s earnings due to movements in individual equity prices or general movements in the level of the stock market. Commodity price risk is defined as the potential adverse impact on earnings and economic value due to commodity price movements and volatilities. Management closely monitors commodity prices to determine the appropriate course of actions to be taken in its investing and financing activities. As the Company has not yet developed commercial mineral interests, it is not exposed to significant commodity price risk.

NOTE 16 – SUBSEQUEST EVENTS

Subsequent Events – 2020 Covid-19 Pandemic

The outbreak of the COVID-19 virus and the worldwide pandemic has impacted the Company’s plans and activities. The Company may face disruption to operations, supply chain delays, travel and trade restrictions, and impacts on economic activity in affected countries or regions can be expected and are difficult to quantify. Regional disease outbreaks and pandemics represent a serious threat to hiring and maintaining a skilled workforce and could be a major health-care challenge for the Company. There can be no assurance that the Company’s personnel will not be impacted by these regional disease outbreaks and pandemics and ultimately that the Company would see its workforce productivity reduced or incur increased medical costs and insurance premiums as a result of these health risks.

In addition, the pandemic has created a dramatic slowdown in the global economy. The duration of the outbreak and the resulting travel restrictions, social distancing recommendations, government response actions, business disruptions and business closures may have an impact on the Company’s exploration operations and access to capital. There can be no assurance that the Company will not be impacted by adverse consequences that may be brought about by the pandemic’s impact on global industrial and financial markets which may reduce metal prices, share prices and financial liquidity thereby severely limiting access to essential capital.

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