NewOrigin Gold : Consolidated Financial Statements for the years ended June 30, 2023 & 2022

Financial Statements

For the years ended June 30, 2023 and 2022

(Expressed in Canadian Dollars)

INDEX	Page
Independent Auditors' Report	2-4
Statements of Financial Position	5
Statements of Loss and Comprehensive Loss	6
Statements of Changes in Shareholders' Equity (Deficiency)	7
Statements of Cash Flows	8
Notes to the Financial Statements	9-28

Stern & Lovrics LLP	Samuel V. Stern, BA, CPA, CA
Chartered Professional Accountants	George G. Lovrics, B.Comm, CPA, CA
	Nazli Dewji, BA, CPA, CMA

INDEPENDENT AUDITOR'S REPORT

To the Shareholders of NewOrigin Gold Corp.

Opinion

We have audited the financial statements of NewOrigin Gold Corp. (the "Company"), which comprise the statements of financial position as at June 30, 2023 and June 30, 2022, and the statements of loss and comprehensive loss, changes in shareholders' equity and cash flows for the years then ended, and notes to the financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as at June 30, 2023 and June 30, 2022, and its financial performance and its cash flows for the years then ended in accordance with International Financial Reporting Standards (IFRS).

Basis for Opinion

We conducted our audit in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the "Auditor's Responsibilities for the Audit of the Financial Statements" section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in Canada, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Emphasis of Matter

We draw attention to Note 1 in the financial statements, which indicates that the Company incurred a net loss of $657,215 for the year ended June 30, 2023 (2022 - $1,735,429) and has incurred cumulative losses from inception in the amount of $25,542,387 at June 30, 2023. These conditions, along with other matters as set forth in Note 1, indicate the existence of a material uncertainty that may cast significant doubt about the Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.

Other Information

Management is responsible for the other information. The other information comprises the Management Discussion and Analysis.

Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

______________________________________________________________________________________________________________

1210 Sheppard Avenue East, Suite 302, Toronto, Ontario M2K 1E3 Tel: [phone] Fax: [phone]

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In connection with our audit of the financial statements, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.

We obtained Management's Discussion and Analysis prior to the date of this auditor's report. If, based on the work we have performed on this other information, we conclude that there is a material misstatement of this other information, we are required to report that fact in this auditor's report. We have nothing to report in this regard.

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

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

In preparing the financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Company's financial reporting process.

Auditor's Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Canadian generally accepted auditing standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
• Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

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We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

The engagement partner on the audit resulting in this independent auditor's report is George G. Lovrics.

Toronto, Ontario	Chartered Professional Accountants
October 26, 2023	Licensed Public Accountants

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Statements of Financial Position

As at

		June 30,
(Expressed in Canadian Dollars)		2023		2022
Assets
Current assets	$	15,454
Cash	$	206,742
HST receivable		4,557		19,053
Prepaid expenses		3,402		15,944
Investments	Note 5	47,534		-
Non-current assets		70,947		241,739
	-
Investment	Note 5		4,900
Equipment	Note 7	2,014		5,179
Total Assets	$	72,961	$	251,818
Liabilities and Equity
Current liabilities	$	261,700
Accounts payable and accrued liabilities	$	82,191
Total Liabilities		261,700		82,191
Shareholders' (Deficiency) Equity		24,751,445
Share capital	Note 9		24,576,717
Warrant reserve	Note 10	78,000		1,110,000
Stock option reserve	Note 11	524,203		677,220
Deficit	(25,542,387)		(26,194,310)
Total Shareholders' (Deficiency) Equity		(188,739)		169,627
Total Liabilities and Shareholders' Equity	$	72,961	$	251,818

Nature of operations and going concern (Note 1)

Commitments (Note 14)

Subsequent Events (Note 15)

Approved by the Board of Directors and authorized on October 26, 2023:
"Robert Valliant"	"Jean-Pierre Janson"
Dr. Robert Valliant	Jean-Pierre Janson
Director	Director

The accompanying notes form an integral part of these financial statements

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Statements of Loss and Comprehensive Loss

For the years ended

			June 30,
(Expressed in Canadian Dollars)			2023		2022
Expenses	Note 6	$	351,269	$	1,049,809
Exploration and evaluation
Management fees, salaries and benefits	Note 12		197,943		300,081
Professional and consulting fees			38,861		104,544
Share control and listing fees			23,584		24,665
Investor relations			39,229		53,923
General office expenses			64,322		56,453
Depreciation	Note 7		3,165		2,910
Share-based compensation	Note 11		46,121		122,000
Loss before other items			(764,494)		(1,714,385)
Other items			(356)
Bank charges				(2,044)
Sale of mineral claims	Note 6		106,254		-
Change in unrealized gain (loss) on value of investments	Note 5		1,381		(19,000)
Net loss and comprehensive loss for the year		$	(657,215)	$	(1,735,429)
Net loss per share		$	(0.012)
Basic and diluted loss per share		$	(0.034)
Weighted average number of shares outstanding - basic and diluted		54,441,270		51,691,681

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

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Statements of Changes in Shareholder's Equity (Deficiency)

		Share Capital	Reserves
		Number of				Stock
(Expressed in Canadian Dollars)		Shares	Amount	Warrants	Options	Deficit		Total
Balance, June 30, 2021		51,691,681	$ 24,576,717	$ 1,110,000	$	611,638	$ (24,515,299)	$	1,783,056
Cancellation of stock options	Note 11	-	-	-		(56,418)	56,418		-
Share-based compensation	Note 11	-	-	-		122,000	-		122,000
Net loss for the year		-	-	-		-	(1,735,429)		(1,735,429)
Balance, June 30, 2022		51,691,681	24,576,717	1,110,000		677,220	(26,194,310)		169,627
Shares issued for cash as part of unit financing	Note 9	5,200,000	260,000	-		-	-		260,000
Warrants issued as part of unit financing	Note 9	-	(78,000)	78,000		-	-		-
Share issue costs	Note 9	-	(7,272)	-		-	-		(7,272)
Expiry of warrants	Note 10			(1,110,000)			1,110,000		-
Cancellation of stock options	Note 11	-	-	-		(23,630)	23,630		-
Expiry of stock options	Note 11	-	-	-		(175,508)	175,508		-
Share based compensation	Note 11	-	-	-		46,121	-		46,121
Net loss for the year		-	-	-		-	(657,215)		(657,215)
Balance, June 30, 2023		56,891,681	$ 24,751,445	$ 78,000	$	524,203	$ (25,542,387)	$	(188,739)

The accompanying notes form an integral part of these financial statements

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Statement of Cash Flows

For the years ended

			June 30,
	(Expressed in Canadian Dollars)		2023		2022
	Cash flows from operating Activities
	Net loss for the year	$	(657,215)	$	(1,735,429)
	Adjustment not affecting cash:
	Depreciation	Note 7	3,165		2,910
	Value of shares received for sale of mineral claims	Note 6	(41,254)		-
	Share-based compensation	Note 11	46,121		122,000
	Change in unrealized (gain) loss on value of investment	Note 5	(1,381)		19,000
	Operating cash flows before changes in non-cash working capital		(650,564)		(1,591,519)
	Changes in non-cash working capital:
	HST receivable		14,496		9,410
	Prepaid expenses		12,542		(6,958)
	Accounts payable and accrued liabilities		179,510		(15,116)
	Cash used in operating activities		(444,016)		(1,604,183)
	Cash flows from investing activities		-
	Purchase of equipment	Note 7		(1,850)
	Cash used in investing activities		-		(1,850)
	Cash flows from financing activities		260,000
	Proceeds from unit private placement	Note 9		-
	Unit issuance costs	Note 9	(7,272)		-
	Cash provided by financing activities		252,728		-
	Decrease in cash during the year		(191,288)		(1,606,033)
	Cash, beginning of year		206,742		1,812,775
	Cash, end of year	$	15,454	$	206,742
	Supplemental cash flow information:
	Value of investments received on sale of mineral claims	$	41,254	$	-

The accompanying notes form an integral part of these financial statements

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Notes to the Financial Statements

For the years ended June 30, 2023 and 2022 (Expressed in Canadian Dollars)

1. NATURE OF OPERATIONS AND GOING CONCERN

NewOrigin Gold Corp. (the "Company" or "NewOrigin") was incorporated on June 6, 1989 under the Business Corporations Act (Ontario). The Company is a publicly held company engaged principally in the acquisition and exploration of mineral properties in the Canadian Shield, Canada. The Company's head office is located at 110 Yonge Street, Suite 1601, Toronto, Ontario M5C 1T4. On April 15, 2021, the Company's shareholders approved changing the Company's corporate name from Tri Origin Exploration Ltd. to NewOrigin Gold Corp. On April 28, 2021, the Company's shares commenced trading on the TSX Venture Exchange under the new symbol "NEWO".

The accompanying financial statements of the Company have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. In assessing whether the going concern assumption is appropriate, management takes into account all available information about the future, which is at least, but is not limited to, twelve months from the end of the reporting period. Management is aware in making its assessment, of material uncertainties related to events or conditions that may cast significant doubt upon the entity's ability to continue as a going concern, as described in the following paragraph. These financial statements do not reflect the adjustments to the carrying values of assets and liabilities and the reported expenses and balance sheet classifications that would be necessary were the going concern assumption inappropriate. These adjustments could be material.

The Company has a net loss of $657,215 for the year ended June 30, 2023 (year ended June 30, 2022 - net loss of $1,735,429) and a deficit of $25,542,387 as at June 30, 2023 (June 30, 2022 - $26,194,310). The Company is in the exploration stage and is subject to risks and challenges similar to other companies in a comparable business. These risks include, but are not limited to, dependence on key individuals, successful exploration and the ability to secure adequate financing to meet the minimum capital required to successfully explore and develop the projects and continue as a going concern. There is no assurance that these initiatives will be successful and as a result there is significant doubt regarding the application of the going concern assumption.

On June 30, 2023, the Company had a working capital deficiency of $190,753 (June 30, 2022 - working capital surplus of $159,548) and is not generating positive cash flows from operations. There may not be sufficient cash to meet general and administration expenses plus planned project activities for the following twelve months. The operations of the Company have primarily been funded by the issuance of common shares and debt instruments. Continued operations of the Company are dependent on the Company's ability to complete equity financings and enter into funding agreements with third parties in order to continue exploration of its mineral property interests. Management's plan in this regard is to continue to seek industry partners for its projects and to secure additional funds through future equity financings, which may or may not be available or may not be available on reasonable terms.

2. BASIS OF PRESENTATION

1. Statement of Compliance

These financial statements of the Company have been prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB"). The policies set out were consistently applied to all periods unless otherwise noted.

1. Basis of Presentation

These financial statements have been prepared on the historical cost basis, except for financial instruments designated at fair value through profit and loss, which are stated at their fair value (see Note 4). In addition, these financial statements have been prepared using the accrual basis of accounting except for cash flow information. These financial statements are presented in Canadian dollars, which is also the Company's functional currency. All values are rounded to the nearest dollar.

Certain comparative figures have been reclassified to conform to the current year's presentation. These reclassifications did not affect prior year's net losses.

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Notes to the Financial Statements

For the years ended June 30, 2023 and 2022 (Expressed in Canadian Dollars)

2. BASIS OF PRESENTATION (Continued)

1. Approval of the financial statements

The financial statements of the Company for the year ended June 30, 2023 were reviewed, approved and authorized for issue by the Board of Directors of the Company on October 26, 2023.

1. Use of Estimates and Judgments

The preparation of financial statements in conformity with IFRS requires that management make judgements, estimates and assumptions about future events that affect the amounts reported in the financial statements and related notes to the financial statements. Although these estimates are based on management's best knowledge of the amount, event or actions, actual results may differ from those estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected. The Company makes estimates and assumptions about the future that affect the reported amounts of assets and liabilities, profits and expenses. Estimates and judgments are continually evaluated based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The effect of a change in an accounting estimate is recognized prospectively by including it in income in the period of the change, if the change affects that period only, or in the period of the change and future periods, if the change affects both.

Information about critical judgments in applying accounting policies that have the most significant risk of causing material adjustment to the carrying amounts of assets and liabilities recognized in the financial statements are discussed below:

Share-based payment transactions

The Company measures the cost of equity-settled transactions with employees and applicable non-employees by reference to the fair value of the equity instruments at the date at which they are vested. Estimating fair value for share-based payment transactions requires determining the most appropriate valuation model, which is dependent on the terms and conditions of the grant. This estimate also requires determining the most appropriate inputs to the valuation model including the expected life of the share option, risk-free interest rates, volatility and dividend yield and making assumptions about them. Expected volatility is generally based on the historical volatility of comparable companies. The assumptions and models used for estimating fair value for share-based payment transactions are disclosed in Note 11.

Title to exploration and evaluation property interests

Although the Company has taken steps to verify title to exploration and evaluation properties in which it has an interest, these procedures do not guarantee the Company's title. Such properties may be subject to prior agreements or transfers and title may be affected by undetected defects.

Rehabilitation provisions

The Company records management's best estimate of the present value of the future cash requirements of any rehabilitation obligation as a long-term liability in the period in which the related environmental disturbance occurs based on the net present value of the estimated future costs. This obligation is adjusted at each period end to reflect the passage of time and any changes in the estimated future costs underlying the obligation. In determining this obligation, management must make a number of assumptions about the amount and timing of future cash flows and discount rate to be used. The actual future expenditures may differ from the amounts currently provided if the estimates made are significantly different than actual results or if there are significant changes in environmental and/or regulatory requirements in the future.

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