Tribeca Resources : 2023 Annual Financial Statements

TRIBECA RESOURCES CORPORATION

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED

DECEMBER 31, 2023 AND 2022

(Expressed in Canadian Dollars)

Independent Auditor's Report

To the Shareholders of Tribeca Resources Corporation

Opinion

We have audited the consolidated financial statements of Tribeca Resources Corporation (the "Company"), which comprise the consolidated statements of financial position as at December 31, 2023 and December 31, 2022, and the consolidated statements of net loss and comprehensive loss, consolidated statements of changes in shareholders' equity and consolidated statements of 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 financial position of the Company as at December 31, 2023 and December 31, 2022, and its financial performance and its cash flows for the years then ended in accordance with IFRS Accounting Standards.

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 Consolidated 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 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.

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 for the year ended December 31, 2023. 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.

Assessment of Impairment Indicators of Exploration and Evaluation Assets

Description

Management assesses whether there are indicators of impairment to exploration and evaluation assets when facts and circumstances suggest that the carrying amount of an exploration and evaluation asset may exceed the recoverable amount. Management applies judgement in assessing whether impairment indicators are present. No impairment indicators were identified by management as of December 31, 2023.

This matter was significant to our audit because the carrying value of the Company's exploration and evaluation assets at December 31, 2023, was $ 660,986, which represents a significant portion of the Company's total assets and management applies significant judgement in assessing whether impairment indicators are present. See Note 3 and Note 5 to the consolidated financial statements.

How the Key Audit Matter Was Addressed in the Audit

Our approach to addressing the matter included the following procedures, among others:

Evaluated management's assessment as to whether there were any indicators of impairment to exploration and evalua on assets, which included the following:

• Obtained the option agreement, confirmed the details of the option agreement with counterparties and confirmed the exploration claim listing included in the option agreement with the related mining authorities.
• Obtained the mineral claim listing held by the Company and confirmed the mineral claims held with the related mining authorities.
• Considered the Company's intentions to carry out future exploration and evaluation expenditures which included reading Board of Directors' meeting minutes and enquiring as to the intentions and strategy of the Company.
• Assessed whether there were other changes in circumstances indicating that the exploration and evaluation expenditures may not be recoverable, based on the evidence obtained in other areas of the audit.

Other Information

Management is responsible for the other information. The other information comprises the information included in 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 audit of the consolidated 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 consolidated 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 Consolidated Financial Statements Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with IFRS Accounting 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.

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 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.

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 Gordon Cummings.

	"D&H Group LLP"
Vancouver, B.C.
April 24, 2024	Chartered Professional Accountants

TRIBECA RESOURCES CORPORATION

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

(Expressed in Canadian Dollars)

_____________________________________________________________________________________________

		December 31,	December 31,
	Note	2023	2022
		$	$
ASSETS
Current assets
Cash and cash equivalents		2,955,965	2,281,621
GST receivable		32,040	20,022
Prepaid expenses		48,070	54,101
Total current assets		3,036,075	2,355,744
Non-current assets
Exploration and evaluation assets	5	660,986	527,097
TOTAL ASSETS		3,697,061	2,882,841
LIABILITIES
Current liabilities
Accounts payable and accrued liabilities		241,163	385,708
TOTAL LIABILITIES		241,163	385,708
SHAREHOLDERS' EQUITY
Share capital	6	9,160,064	5,968,177
Share-based payments reserve	6	201,844	69,059
Deficit		(5,906,010)	(3,540,103)
TOTAL SHAREHOLDERS' EQUITY		3,455,898	2,497,133
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY		3,697,061	2,882,841
Nature of Operations - see Note 1
Events after the Reporting Period - see Notes 5(c) and 6(d)

These consolidated financial statements were approved for issue by the Board of Directors on April 24, 2024 and are signed on its behalf by:

/s/ Thomas Schmidt	/s/ Paul Gow
Thomas Schmidt	Paul Gow
Director	Director

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

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TRIBECA RESOURCES CORPORATION

CONSOLIDATED STATEMENTS OF NET LOSS AND COMPREHENSIVE LOSS (Expressed in Canadian Dollars)

______________________________________________________________________________________________________

		Year Ended December 31,
	Note	2023	2022
		$	$
Expenses
Accounting and administration		55,747	41,920
Audit		28,500	37,500
Corporate development		77,969	-
Director and officer compensation		427,904	67,560
Exploration and evaluation expenditures		1,526,220	660,311
Legal		75,240	83,074
Market making services		22,000	-
Office		17,702	11,087
Professional fees		3,180	6,906
Regulatory fees		36,603	4,419
Rent		5,523	670
Share-based compensation	6(d)	105,847	23,059
Shareholder costs		6,365	417
Transfer agent		15,225	18,145
Travel		81,977	23,821
		2,486,002	978,889
Loss before other items		(2,486,002)	(978,889)
Other items
Acquisition and listing expense	4	-	(2,241,236)
Finder's fee	4	-	(77,000)
Interest income		118,472	15,737
Foreign exchange		1,623	138,782
		120,095	(2,163,717)
Net loss and comprehensive loss for the year		(2,365,907)	(3,142,606)
Basic and diluted loss per common share		$(0.04)	$(0.08)
Basic and diluted weighted average number of common shares outstanding		56,569,319	39,491,231

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

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TRIBECA RESOURCES CORPORATION

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (Expressed in Canadian Dollars)

_________________________________________________________________________________________________________

		Year Ended December 31, 2023
	Share Capital	Share-based		Total
	Number of		Payments		Shareholders'
	Shares	Amount	Reserve	Deficit	Equity
		$	$	$	$
Balance at December 31, 2022	51,886,596	5,968,177	69,059	(3,540,103)	2,497,133
Common shares issued for:
- private placement	10,029,887	3,309,863	-	-	3,309,863
- share options exercised	250,000	62,500	-	-	62,500
- warrants exercised	77,500	19,375	-	-	19,375
Share issue costs	-	(216,186)	43,273	-	(172,913)
Transfer on exercise of share options	-	10,135	(10,135)	-	-
Transfer on exercise of warrants	-	6,200	(6,200)	-	-
Share-based compensation	-	-	105,847	-	105,847
Net loss for the year	-	-	-	(2,365,907)	(2,365,907)
Balance at December 31, 2023	62,243,983	9,160,064	201,844	(5,906,010)	3,455,898

		Year Ended December 31, 2022
	Share Capital	Share-based		Total
	Number of		Payments		Shareholders'
	Shares	Amount	Reserve	Deficit	Equity
		$	$	$	$
Balance at December 31, 2021	27,500,000	517,724	-	(397,497)	120,227
Common shares issued for:
- private placement	10,407,190	2,649,109	-	-	2,649,109
- adjustment for Recapitalization*	13,679,406	2,724,344	46,000	-	2,770,344
- finder's fees	300,000	77,000	-	-	77,000
Share-based compensation			23,059		23,059
Net loss for the year	-	-	-	(3,142,606)	(3,142,606)
Balance at December 31, 2022	51,886,596	5,968,177	69,059	(3,540,103)	2,497,133

* To reflect shares and consideration of the legal parent at time of Recapitalization.

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

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TRIBECA RESOURCES CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Expressed in Canadian Dollars)

_______________________________________________________________________________________________________

	Year Ended December 31,
	2023	2022
	$	$
Operating activities
Net loss for the year	(2,365,907)	(3,142,606)
Adjustments for:
Finder's fees	-	77,000
Acquisition and listing expense	-	2,241,236
Share-based compensation	105,847	23,059
Changes in non-cash working capital item:
GST receivable	(12,018)	(11,957)
Prepaid expenses	6,031	(50,723)
Accounts payable and accrued liabilities	(178,530)	242,709
Net cash used in by operating activities	(2,444,577)	(621,282)
Investing activity
Expenditures on exploration and evaluation assets	(99,904)	(248,264)
Net cash used in investing activity	(99,904)	(248,264)
Financing activities
Issuance of common shares	3,391,738	2,649,109
Share issue costs	(172,913)	-
Repayment of advances	-	(120,441)
Cash assumed on corporate reorganization	-	577,719
Net cash provided by financing activities	3,218,825	3,106,387
Net change in cash	674,344	2,236,841
Cash at beginning of year	2,281,621	44,780
Cash at end of year	2,955,965	2,281,621

Supplemental cash flow information - See Note 11

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

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TRIBECA RESOURCES CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022

(Expressed in Canadian Dollars)

_____________________________________________________________________________________________

1. Nature of Operations
   Hansa Resources Limited ("Hansa") was incorporated on March 19, 1980 under the provisions of the Company Act (British Columbia). On October 26, 2022 Hansa completed a recapitalization with Tribeca Resources Holdings Ltd. (formerly Tribeca Resources Ltd.) ("TRL"), as described in Note 4, and Hansa changed its name to Tribeca Resources Corporation (the "Company"). The Company's common shares are listed and traded on the TSX Venture Exchange ("TSXV") under the symbol "TRBC" and on the OTCQB under the symbol "TRRCF". The Company's head office is located at #1305 - 1090 West Georgia Street, Vancouver, British Columbia V6E 3V7 Canada.
   The Company is a junior mineral exploration company currently engaged in the acquisition and exploration of mineral properties located in Chile. On the basis of information to date, the Company has not yet determined whether these properties contain economically recoverable ore reserves. The underlying value of the mineral resource interests is entirely dependent on the existence of economically recoverable reserves, the ability of the Company to obtain the necessary financing to complete exploration and development and upon future profitable production. Mineral resource interests represent costs incurred to date, less amounts amortized and/or written off, and do not necessarily represent present or future values.
   Although the Company has taken steps to verify title to exploration and evaluation properties in which it has an interest, in accordance with industry standards for the current stage of exploration of such properties, these procedures do not guarantee the Company's title. Property title may be subject to government licensing requirements or regulations, social licensing requirements, unregistered prior agreements, unregistered claims, aboriginal claims, and non-compliance with regulatory and environmental requirements. The Company's assets may also be subject to increases in taxes and royalties, renegotiation of contracts, expropriation of properties, and political uncertainty.
   As at December 31, 2023 the Company had working capital of $2,794,912. To date the Company has not earned any revenue and is considered to be in the exploration stage. The Company's operations are funded from equity financings which are dependent upon many external factors and may be difficult to secure or raise when required. As at December 31, 2023 management considers the Company has adequate resources to maintain its core operations and conduct planned exploration programs on its existing exploration and evaluation assets and discharge its obligations as they become due in the next twelve month. The Company recognizes that exploration expenditures may change with ongoing results and, as a result, it may be required to obtain additional financing. While the Company has been successful in securing financings in the past there can be no assurance that it will be able to do so in the future.
2. Basis of Preparation
   Statement of Compliance
   These financial statements have been prepared in accordance with the IFRS Accounting Standards ("IFRS") issued by the International Accounting Standards Board ("IASB") and Interpretations of the IFRI Committee ("IFRIC").
   Basis of Measurement
   The Company's consolidated financial statements have been prepared on the historical cost basis except for the revaluation of certain financial assets and financial liabilities to fair value. These consolidated financial statements are presented in Canadian Dollars unless otherwise stated.
   Details of the Group
   In addition to the Company, the consolidated financial statements include all subsidiaries. Subsidiaries are all corporations over which the Company is able, directly or indirectly, to control financial and operating policies, which is the authority usually connected with holding majority voting rights. Subsidiaries are fully consolidated from the date on which control is acquired by the Company. Inter-company transactions and balances are eliminated upon consolidation. They are de- consolidated from the date that control by the Company ceases.

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