Osino Resources : Q4 2023 – Consolidated Financial Statements for year ended 31 Dec 2023

Osino Resources Corp.

Consolidated Financial Statements

For the years ended December 31, 2023 and 2022

Osino Resources Corp.

Consolidated Financial Statements for the years ended December 31, 2023 and 2022

Presented in Canadian dollars

Contents

The reports and statements set out below comprise the consolidated financial statements presented to the shareholder: Page

Director's Responsibilities and Approval		2
Consolidated Statement of Financial Position		3
Consolidated Statements of Loss and Other Comprehensive Loss		4
Consolidated Statements of Changes in Equity	5	- 6
Consolidated Statements of Cash Flows		7
Material Accounting Policies	8 - 16
Notes to the Consolidated Financial Statements	17	- 39

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Osino Resources Corp.

Consolidated Financial Statements for the years ended December 31, 2023 and 2022

Presented in Canadian dollars

Director's Responsibilities and Approval

The director is required in terms of the British Columbia Business Corporations Act to maintain adequate accounting records and is responsible for the content and integrity of the consolidated financial statements and related financial information included in this report. It is his responsibility to ensure that the consolidated financial statements fairly present the state of affairs of the company as at the end of the financial year and the results of its operations and cash flows for the period then ended, in conformity with International Financial Reporting Standards. The external auditors are engaged to express an independent opinion on the consolidated financial statements.

The consolidated financial statements are prepared in accordance with International Financial Reporting Standards and are based upon appropriate accounting policies consistently applied and supported by reasonable and prudent judgements and estimates.

The director acknowledges that he is ultimately responsible for the system of internal financial control established by the company and places considerable importance on maintaining a strong control environment. To enable the director to meet these responsibilities, the director sets standards for internal control aimed at reducing the risk of error or loss in a cost- effective manner. The standards include the proper delegation of responsibilities within a clearly defined framework, effective accounting procedures and adequate segregation of duties to ensure an acceptable level of risk. These controls are monitored throughout the company and all employees are required to maintain the highest ethical standards in ensuring the company's business is conducted in a manner that in all reasonable circumstances is above reproach. The focus of risk management in the company is on identifying, assessing, managing and monitoring all known forms of risk across the company. While operating risk cannot be fully eliminated, the company endeavours to minimise it by ensuring that appropriate infrastructure, controls, systems and ethical behaviour are applied and managed within predetermined procedures and constraints.

The director is of the opinion, based on the information and explanations given by management, that the system of internal control provides reasonable assurance that the financial records may be relied on for the preparation of the consolidated financial statements. However, any system of internal financial control can provide only reasonable, and not absolute, assurance against material misstatement or loss.

The external auditors are responsible for independently auditing and reporting on the company's consolidated financial statements. The consolidated financial statements have been examined by the company's external auditors.

The consolidated financial statements set out on page 3 to 39, which have been prepared on the going concern basis, were approved by the board on April 29, 2024 and were signed on their behalf by:

/s/ "Heye Daun"		/s/ "Alan Friedman"
Director		Director

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Independent Auditor's Report

To the Shareholders of Osino Resources Corp.:

Opinion

We have audited the consolidated financial statements of Osino Resources Corp. and its subsidiaries (the "Company"), which comprise the consolidated statements of financial position as at December 31, 2023 and December 31, 2022, and the consolidated statements of loss and other comprehensive loss, changes in equity and cash flows for the years then ended, and notes to the consolidated financial statements, including material accounting policy information.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as at December 31, 2023 and December 31, 2022, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with International Financial Reporting Standards.

Basis for Opinion

We conducted our audits 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 Consolidated Financial Statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audits of the consolidated 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.

Material Uncertainty Related to Going Concern

We draw attention to Note 1 in the consolidated financial statements, which indicates that the company has a history of losses and as at December 31, 2023, the Company had a working capital deficit and an accumulated deficit. As stated in Note 1, these events or conditions, along with other matters as set forth in Note 1, indicate that a material uncertainty exists that may cast significant doubt on the Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

In addition to the matter described in the Material Uncertainty Related to Going Concern section, we have determined the matters described below to be the key audit matters to be communicated in our report.

MNP LLP

1 Adelaide Street East, Suite 1900, Toronto ON, M5C 2V9

1.877.251.2922 T: 416.596.1711 F: 416.596.7894

Accounting for the Acquisition of Klein Okawayo (Pty) Ltd.

Key Audit Matter Description

As described in Note 9 (b) to the consolidated financial statements, the Company entered into an agreement to acquire all of the issued and outstanding shares of Klein Okawayo (Pty) Ltd. ("Klien Okawayo") during the year ended December 31, 2023.

We considered the accounting for the acquisition of Klien Okawayo a key audit matter due to the significant judgement applied by management in concluding that this transaction did not represent a business under IFRS 3 Business Combinations and in estimating the fair value of acquisition.

Audit Response

Our approach to addressing the matter included, but was not restricted to, the following procedures:

• We obtained and examined the share purchase agreement related to the acquisition;
• We evaluated management's assessment on whether the acquisition represents an asset acquisition or a business under IFRS 3 Business Combinations;
• We assessed management's analysis on the determination of the value of the land acquired as a result of the acquisition and their estimate of the fair value of consideration transferred;
• We reviewed the presentation and adequacy of the related consolidated financial statements disclosures.

Other Information

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

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

In connection with our audits of the consolidated financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audits 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. We have nothing to report in this regard.

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

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

In preparing the consolidated 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.

1 Adelaide Street East, Suite 1900, Toronto, Ontario, M5C 2V9

1.877.251.2922 T: 416.596.1711 F: 416.596.7894 MNP.ca

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

Auditor's Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated 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 consolidated 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 consolidated 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 consolidated 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 consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audits and significant audit findings, including any significant deficiencies in internal control that we identify during our audits.

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.

1 Adelaide Street East, Suite 1900, Toronto, Ontario, M5C 2V9

1.877.251.2922 T: 416.596.1711 F: 416.596.7894 MNP.ca

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partner on the audit resulting in this independent auditor's report is Brock Stroud.

Toronto, Ontario	Chartered Professional Accountants
April 29, 2024	Licensed Public Accountants

1 Adelaide Street East, Suite 1900, Toronto, Ontario, M5C 2V9

1.877.251.2922 T: 416.596.1711 F: 416.596.7894 MNP.ca

Osino Resources Corp.

Consolidated Financial Statements for the years ended December 31, 2023 and 2022

Presented in Canadian dollars

Consolidated Statement of Financial Position

Figures in Canadian Dollar	Note(s)	December	December
		31, 2023	31, 2022
Assets
Non-Current Assets
Property, plant and equipment	2	13,694,567	867,476
Right-of-use assets	3	62,632	117,353
Long term deposit	5	1,434,246	2,089,331
		15,191,445	3,074,160
Current Assets
Sales tax receivables and other assets	6	2,281,320	2,266,152
Cash and cash equivalents	7	9,343,228	19,606,677
		11,624,548	21,872,829
Total Assets		26,815,993	24,946,989
Equity and Liabilities
Equity
Equity Attributable to Equity Holders of Parent
Share capital	8	99,417,998	88,707,190
Reserves		13,832,083	12,251,698
Accumulated loss		(117,022,787)	(89,166,932)
		(3,772,706)	11,791,956
Non-controlling interest		(6,742)	(1,377,708)
		(3,779,448)	10,414,248
Liabilities
Non-Current Liabilities
Other financial liabilities	10	24,941	95,341
Lease liability	11	28,678	83,743
Credit facility	12	-	5,771,493
		53,619	5,950,577
Current Liabilities
Trade and other payables	13	5,411,742	2,568,496
Consideration payable	9	-	5,214,209
Credit facility	12	20,044,643	-
Other financial liabilities	10	2,756,654	61,358
Lease liability	11	44,615	46,164
Interest payable	12	-	102,547
Warrant derivative	12	2,284,168	589,390
		30,541,822	8,582,164
Total Liabilities		30,595,441	14,532,741
Total Equity and Liabilities		26,815,993	24,946,989
Nature of business, going concern and material accounting policies (note 1), Commitments (note 16), Events after
the reporting period (note 19)
The notes are an integral part of the consolidated financial statements.

/s/ "Heye Daun"		/s/ "Alan Friedman"
Director		Director

3

Osino Resources Corp.

Consolidated Financial Statements for the years ended December 31, 2023 and 2022

Presented in Canadian dollars

Consolidated Statements of Loss and Other Comprehensive Loss for the years ended:

	Note(s)	December	December
Figures in Canadian Dollar		31, 2023	31, 2022
Amortisation and depreciation	2/3	(192,193)	(209,767)
Consulting and professional fees		(6,854,056)	(1,837,831)
Exploration and evaluation		(7,139,259)	(20,641,672)
Office and administration	21	(1,217,071)	(848,428)
Management fees		(617,000)	(540,000)
Salaries and benefits	8	(2,883,914)	(3,487,059)
Stock option expense	8	(1,354,866)	(2,033,315)
Travel		(249,705)	(213,453)
Operating loss		(20,508,064)	(29,811,525)
Investment income		209,531	112,902
Finance charges and accretion adjustment	10/11/12	(3,592,952)	(185,827)
Foreign exchange loss		(66,777)	(410,156)
Fair value adjustment to warrant derivative		(962,627)	(32,229)
Total comprehensive loss for the year		(24,920,889)	(30,326,835)
Other comprehensive loss:
Other comprehensive income/(loss)
Foreign currency translation		278,632	(192,946)
Total comprehensive loss for the year		(24,642,257)	(30,519,781)

Loss attributable to:
Owners of the parent	(24,879,558)	(30,035,279)
Non-controlling interest	(41,331)	(291,556)
	(24,920,889)	(30,326,835)
Total comprehensive loss attributable to:
Owners of the parent	(24,600,926)	(30,228,225)
Non-controlling interest	(41,331)	(291,556)
	(24,642,257)	(30,519,781)
Loss per share
Weighted number of shares outstanding	159,179,285	133,651,226
Loss per share - Basic and diluted	$0.16	$0.22

Notes are an integral part of the consolidated financial statements.

4

Osino Resources Corp.

Consolidated Financial Statements for the years ended December 31, 2023 and 2022

Consolidated Statements of Changes in Equity

	Number of	Share Capital	Share-based	Warrant	Cumulative	Accumulated	Shareholders	Non-controlling
	Shares		Payment	Reserve	Translation	loss	Equity	interest
Figures in Canadian dollars, except number of shares			Reserve		Reserve
Balance at December 31, 2021	120,174,793	57,221,521	5,668,020	7,183,449	(14,022)	(58,397,856)	11,661,112	(1,101,758)
			-
Aquisition of minority shares**	1,037,615	622,571	-	-	-	(733,797)	(111,226)	15,606
Comprehensive loss adjustment	-	-	-	-	(192,946)	-	(192,946)	-
Exercise of warrants	6,507,750	8,974,838	-	(2,141,701)	-	-	6,833,137	-
Exercise of stock options	1,518,282	928,692	(928,692)	-	-	-	-	-
Exercise of broker warrants	784,364	915,119	-	(303,316)	-	-	611,803	-
Issue of shares	14,752,500	11,802,000	-	-	-	-	11,802,000	-
Issue of shares for mineral properties	11,630,628	8,955,584	-	-	-	-	8,955,584	-
Vesting of restricted stock units	-	-	947,591	-	-	-	947,591	-
Loss for the year	-	-	-	-	-	(30,035,279)	(30,035,279)	(291,556)
Movement in value of share options	-	-	2,033,315	-	-	-	2,033,315	-
Share issue costs	-	(713,135)	-	-	-	-	(713,135)	-
Balance at December 31, 2022	156,405,932	88,707,190	7,720,234	4,738,432	(206,968)	(89,166,932)	11,791,956	(1,377,708)

** Acquisition of minority interests

In August 2022, the Company acquired the 10% minority interest held in Osino Namibia Minerals Exploration (Pty) Ltd and the remaining 20% minority interest held in Richwing Exploration (Pty) Ltd ("Richwing"). The breakdown and effect of the acquisitions in equity are as follows:

Non-controlling interests:
Adjustment to accumulated losses brought forward	$13,359
Adjustment to current year losses	$ 2,247
Total effect disclosed in the statement of changes in Equity	$15,606
Owners of the parent:
Adjustment to accumulated losses brought forward	$733,797

The notes are an interal part of the consolidated financial statement

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