US Copper : Consolidated Financial Statements For The Years Ended December 31, 2023 & 2022

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2023 & 2022

Mao & Ying LLP

CHARTERED PROFESSIONAL ACCOUNTANTS

INDEPENDENT AUDITOR'S REPORT

To the Shareholders of US Copper Corp.

Opinion

We have audited the consolidated financial statements of US Copper Corp. (the "Company"), which comprise the consolidated statements of financial position as at December 31, 2023, and the consolidated statements of operations and comprehensive loss, changes in equity and cash flows for the year then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies.

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 its financial performance and its cash flows for the year then ended in accordance with International Financial Reporting Standards (IFRSs).

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 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.

Material Uncertainty Related to Going Concern

We draw attention to Note 1 in the consolidated financial statements, which describes matters and conditions that indicate the existence of a material uncertainty that may cast significate doubt about the Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.

Key Audit Matters

Except for the matter described in Material Uncertainty Related to Going Concern section, we have determined that there are no other key audit matters to communicate in our report.

Other Information

Management is responsible for the other information. The other information comprises the 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. If, based on the work we have performed, 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 these 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.

1488 - 1188 West Georgia Street, Vancouver, British Columbia, V6E 4A2 Telephone: [phone] Fax: [phone]

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.

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 Shaohua Huang.

Other matters

The consolidated financial statements of the Company for the year ended December 31, 2022 were audited by another auditor who expressed an unmodified opinion on those consolidated financial statements on April 25, 2023.

Vancouver, Canada,
April 24, 2024	Chartered Professional Accountants

US COPPER CORP.

Consolidated Statements of Financial Position (Expressed in Canadian dollars)

	2023	2022
As at December 31,	$	$
ASSETS
Current
Cash and cash equivalents (Note 5)	581,096	1,880,449
Marketable securities (Note 6)	89,250	110,000
Other receivables (Note 7)	5,426	7,788
	675,772	1,998,237
Capital assets (Note 8)	28,096	35,116
Total assets	703,868	2,033,353
LIABILITIES
Current	69,782	32,274
Trade and other payables (Notes 9 and 11)
Total liabilities	69,782	32,274
EQUITY	16,975,283	16,813,483
Share capital (Note 12 (a))
Reserve for warrants (Note 13)	580,600	654,800
Reserve for share based payments (Note 14)	3,649,186	3,454,786
Accumulated deficit	(20,570,983)	(18,921,990)
Total equity	634,086	2,001,079
Total liabilities and equity	703,868	2,033,353
Nature of Operations and Going Concern (Note 1)
Commitments and Contingencies (Note 10)
Subsequent Events (Note 12(b))

Approved on behalf of the Board of Directors on April 24, 2024:

"Stephen Dunn" (signed)		"James Fairbairn" (signed)
Director		Director

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

US COPPER CORP.

Consolidated Statements of Loss and Comprehensive Loss (Expressed in Canadian dollars)

	2023	2022
For the years ended December 31,	$	$
Professional fees	51,240	51,260
Management and consulting fees (Note 11)	60,000	60,000
Share based payments (Notes 12 (c) and 14)	132,000	15,000
Office, general and administration	38,378	(10,797)
Investors relations, promotion and travel	88,780	238,345
Exploration and evaluation expenditures (Note 10)	1,198,095	281,863
	1,568,493	635,671
Change of fair value on marketable securities (Note 6)	80,500	42,000
Net loss and comprehensive loss	1,648,993	677,671
Loss per share - basic and diluted	0.01	0.01
Weighted average number
of common shares - basic and diluted (000's)	114,201	112,155

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

US COPPER CORP.

Consolidated Statements of Changes in Equity (Expressed in Canadian dollars)

	Share Capital			Reserves
	Number of					Share based	Accumulated
	shares	Amount			Warrants		payments	deficit		Total
Balance at December 31, 2021	112,154,62	$ 16,813,483	$	723,100	$	3,371,486	$ (18,244,319)	$	2,663,750
Share based payments	-	-			-		15,000	-		15,000
Reserve transferred on expiry of warrants	-	-			(68,300)		68,300	-		-
Net loss for the year	-	-			-		-	(677,671)		(677,671)
Balance at December 31, 2022	112,154,62	$ 16,813,483	$	654,800	$	3,454,786	$ (18,921,990)	$	2,001,079
Shares issued on warrants exercised	3,000,000	161,800			(11,800)		-	-		150,000
Share based payments	-	-			-		132,000	-		132,000
Reserve transferred on expiry of warrants	-	-			(62,400)		62,400	-		-
Net loss for the year	-	-			-		-	(1,648,993)		(1,648,993)
Balance at December 31, 2023	115,154,627	$ 16,975,283	$	580,600	$	3,649,186	$ (20,570,983)	$	634,086

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

US COPPER CORP.

Consolidated Statements of Cash Flows (Expressed in Canadian dollars)

		2023	2022
	For the years ended December 31,	$	$
	Operating activities	(1,648,993)
	Net loss for the year	(677,671)
	Adjustments to reconcile net loss to net cash used in operating activities:	132,000
	Share based payments	15,000
	Marketable securities received for sale of exploration and evaluation	(59,750)
	expenditures	(120,000)
	Change of fair value on marketable securities	80,500	42,000
	Amortization	7,020	8,800
	Change in non-cash working capital	2,362
	Other receivables	2,496
	Prepaid expenses	-	83,333
	Trade and other payables	37,508	(5,289)
	Cash and cash equivalents used in operating activities	(1,449,353)	(651,331)
	Financing activities	150,000
	Proceeds on warrants exercised	-
	Cash provided from financing activities	150,000	-
	Decrease in cash and cash equivalents	(1,299,353)	(651,331)
	Cash and cash equivalents, beginning of year	1,880,449	2,531,780
	Cash and cash equivalents, end of year	581,096	1,880,449
	Supplementary Information
	Interest paid		-		-
	Income tax paid	-	-

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

US COPPER CORP.

Notes to the Consolidated Financial Statements

For the years ended December 31, 2023 and 2022

(Expressed in Canadian dollars)

1. NATURE OF OPERATIONS AND GOING CONCERN

US Copper Corp. ("US Copper" or the "Company") is a public company amalgamated under the laws of Canada on August 30, 2010. The Company's head office is located at 330 Zeller Dr., Kitchener, ON, N2A 0B5. The Company is an exploration stage company and currently has interests in exploration properties in Ontario, Canada and, through wholly owned subsidiaries, has interests in exploration properties in Nevada and California, USA. Substantially all of the Company's efforts are devoted to financing, exploring and evaluating these properties. There has been no determination whether the Company's interests in mineral properties contain mineral reserves which are economically recoverable.

As at December 31, 2023, the Company had working capital of $605,990 (2022 - $1,965,963), had not yet achieved profitable operations, had accumulated deficit of $20,570,983 (2022 - $18,921,990) and expects to incur further losses in the development of its business. These conditions indicate the existence of a material uncertainty that cast significant doubt as to whether the Company can continue as a going concern.

The business of exploring for minerals involves a high degree of risk and there can be no assurance that current exploration programs will result in profitable mining operations. The Company's continued existence is dependent upon the preservation of its interest in the underlying properties, the discovery of economically recoverable reserves, the achievement of profitable operations, and the ability of the Company to raise alternative financing, if necessary, or alternatively upon the Company's ability to dispose of its interests on an advantageous basis, all of which are uncertain. Failure to achieve the above could have a significant impact on the Company's ability to continue as a going concern.

Although the Company has taken steps to verify title to the properties on which it is conducting exploration and evaluation activities, and 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 unregistered prior agreements, non-compliance with regulatory requirements or aboriginal land claims.

These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") applicable to a going concern. Accordingly, they do not give effect to adjustments that 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 and commitments in other than the normal course of business and at amounts different from those in the accompanying consolidated financial statements.

2. BASIS OF PREPARATION

2.1 Statement of compliance and presentation

The consolidated financial statements have been prepared in accordance with IFRS as issued by the International Accounting Standards Board ("IASB") and the International Financial Reporting Interpretations Committee ("IFRIC").

These consolidated financial statements were approved and authorized by the Board of Directors of the Company on April 24, 2024.

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US COPPER CORP.

Notes to the Consolidated Financial Statements

For the years ended December 31, 2023 and 2022

(Expressed in Canadian dollars)

2. BASIS OF PREPARATION (continued)

2.2 Basis of measurement

The consolidated financial statements have been prepared on the historical cost basis except for financial instruments measured at fair value, as explained in the accounting policies set out in Note 3. In addition, these consolidated financial statements have been prepared using the accrual basis of accounting except for cash flow information. The Company's reporting and functional currency is the Canadian dollar.

2.3 Future accounting policies and standards adopted

The following new standards, amendments and interpretations have been issued but are not effective for the fiscal year ended December 31, 2023 and, accordingly, have not been applied in preparing these consolidated financial statements. The Company has assessed the impact of the application of these standards or amendments on the consolidated financial statements of the Company and does not expect them to have a material impact on the consolidated financial statements of the Company once adopted.

Standards adopted

At January 1, 2023 the Company adopted the following standards/amendments for which there was no impact on the Company's consolidated financial statements:

IAS 1 was amended in January 2020 to provide a more general approach to the classification of liabilities under IAS 1 based on the contractual arrangements in place at the reporting date. The amendments clarify that the classification of liabilities as current or noncurrent is based solely on a company's right to defer settlement at the reporting date. The right needs to be unconditional and must have substance. The amendments also clarify that the transfer of a company's own equity instruments is regarded as settlement of a liability, unless it results from the exercise of a conversion option meeting the definition of an equity instrument. The amendments are effective for annual periods beginning on January 1, 2023.

The Company also adopted the amendments to IAS 1 with regard to disclosure of accounting policies. The amendments replace all instances of the term "significant accounting policies" with "material accounting policy information." Accounting policy information is material if, when considered together with other information included in an entity's financial statements, it can reasonably be expected to influence decisions that the primary users of general purpose financial statements make on the basis of those financial statements. The supporting paragraphs in IAS 1 are also amended to clarify that accounting policy information that relates to immaterial transactions, other events or conditions is immaterial and need not be disclosed. Accounting policy information may be material because of the nature of the related transactions, other events or conditions, even if the amounts are immaterial. However, not all accounting policy information relating to material transactions, other events or conditions is itself material. The adoption of IAS 1 amendment has no material impact on the consolidated financial statements herein.

IAS 8 - Accounting policies, changes in accounting estimates and errors ("IAS 8") was amended in February 2021. The IASB issued 'Definition of Accounting Estimates' to help entities distinguish between accounting policies and accounting estimates. The amendments are effective for year ends beginning on or after January 1, 2023.

These amendments were adopted by the Company on January 1, 2023 and did not have a material impact on the Company's consolidated financial statements.

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