Carlin Gold : December 31, 2023 Annual Report

CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian dollars)
FOR THE YEARS ENDED DECEMBER 31, 2023 and 2022
Index	Page
Consolidated Financial Statements
Independent Auditor's Report	2 - 4
Consolidated Statements of Financial Position	5
Consolidated Statements of Income and Comprehensive Income	6
Consolidated Statements of Changes in Equity	7
Consolidated Statements of Cash Flows	8
Notes to Consolidated Financial Statements	9 - 25

1

INDEPENDENT AUDITORS' REPORT

TO THE SHAREHOLDERS OF Carlin Gold Corporation

We have audited the consolidated financial statements of Carlin Gold Corporation and its subsidiary (the "Company"), which comprise:

the consolidated statements of financial position as at December 31, 2023 and 2022;

the consolidated statements of income and comprehensive income for the years then ended;

the consolidated statements of changes in equity for the years then ended;

the consolidated statements of cash flows for the years then ended; and

the 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 2022, and its consolidated financial performance and consolidated cash flows for the years then ended in accordance with International Financial Reporting Standards ("IFRS").

We conducted our audits in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the 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 in our audits is sufficient and appropriate to provide a basis for our opinion.

We draw attention to Note 1 in the consolidated financial statements, which indicates that the Company incurred an accumulated deficit of $7,946,566 as at December 31, 2023. 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 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.

Except for the matter described in the section, we have determined that there are no other key audit matters to communicate in our auditors' report.

SMYTHE LLP | smythecpa.com

VANCOUVER

1700-475 Howe St

Vancouver, BC V6C 2B3

T: 604 687 12312

F: 604 688 4675

LANGLEY

600-19933 88 Ave Langley, BC V2Y 4K5

1. 604 282 3600

1. 604 357 1376

NANAIMO

201-1825 Bowen Rd Nanaimo, BC V9S 1H1

1. 250 755 2111

1. 250 984 0886

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 auditors' report. 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.

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with IFRS, 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.

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 auditors' 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.

SMYTHE LLP | smythecpa.com

VANCOUVER

1700-475 Howe St Vancouver, BC V6C 2B3

1. 604 687 1231

1. 604 688 4675

LANGLEY

600-19933 88 Ave Langley, BC V2Y 4K5

1. 604 282 3600

1. 604 357 1376

NANAIMO

201-1825 Bowen Rd Nanaimo, BC V9S 1H1

1. 250 755 2111

1. 250 984 0886

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 auditors' 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 auditors' 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 auditors' 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 auditors' report is Karen Ka Yee Cheng.

Chartered Professional Accountants

Vancouver, British Columbia

April 23, 2024

SMYTHE LLP | smythecpa.com

VANCOUVER

1700-475 Howe St Vancouver, BC V6C 2B3

1. 604 687 1231

1. 604 688 4675

LANGLEY

600-19933 88 Ave Langley, BC V2Y 4K5

1. 604 282 3600

1. 604 357 1376

NANAIMO

201-1825 Bowen Rd Nanaimo, BC V9S 1H1

1. 250 755 2111

1. 250 984 0886

Consolidated Statements of Financial Position As at December 31, 2023 and 2022 (Expressed in Canadian dollars)

		Years ended December 31
		2023		2022
Assets
Current assets:
Cash	$	747,962	$	198,970
Accounts receivable		32,011		5,106
Marketable securities (Note 5)		1,174,914		766,290
		1,954,887		970,366
Exploration and evaluation properties (Note 6)		2,031,482		1,920,830
	$	3,986,369	$	2,891,196
Liabilities
Current liabilities:
Trade payables and accrued liabilities	$	20,783	$	26,168
Other amounts due to related parties (Note 9)		5,323		771,533
		26,106		797,701
Equity
Share capital (Note 7)		11,877,089		10,603,291
Reserves - Stock options (Note 7(c))		29,740		-
Deficit		(7,946,566)		(8,509,796)
		3,960,263		2,093,495
	$	3,986,369	$	2,891,196

"K. Wayne Livingstone"	"Robert Culbert"
Director	Director

See accompanying notes to consolidated financial statements

5

Consolidated Statements of Income and Comprehensive Income For the years ended December 31, 2023 and 2022 (Expressed in Canadian dollars)

		Years ended December 31
		2023		2022
Expenses:
Accounting and audit	$	22,268	$	31,514
Legal fees		46,623		6,419
Management and administration fees (Note 9)		60,000		60,000
Office		16,337		9,204
Regulatory fees		15,080		8,198
Share-based payments (Note 7(c))		29,740		-
Technical consulting		9,313		23,423
Transfer agent fees		17,188		3,487
		(216,549)		(142,245)
Foreign exchange loss		(899)		(14,339)
Gain on sale of exploration and evaluation assets (Notes 5, 6(b))		738,000		509,000
Gain on sale of marketable securities (Note 5)		28,859		17,235
Fair value change of marketable securities (Note 5)		(57,376)		29,790
Write-down of exploration properties (Note 6)		(11,273)		(10,858)
Write-down of amounts due to related parties (Note 9)		82,468		-
Net income and comprehensive income for the year	$	563,230	$	388,583
Income per share, basic and diluted	$	0.04	$	0.00
Weighted average number of common shares outstanding		14,078,741		88,939,464

See accompanying notes to consolidated financial statements.

6

Consolidated Statements of Changes in Equity For the years ended December 31, 2023 and 2022 (Expressed in Canadian dollars)

	Share Capital		Reserves
	Number of				Stock
	Shares *	Amount			options	Deficit	Total equity
Balance, December 31, 2021	8,893,946	$10,603,291			$111,171	($9,009,550)	$1,704,912
Expiry of stock options (Note 7(c))	-	-	(111,171)	111,171	-
Net income for the year	-	-			-	388,583	388,583
Balance, December 31, 2022	8,893,946	$10,603,291	$	-	($8,509,796)	$2,093,495
Units issued for private placement (Note 7(b))	5,050,000	606,000			-	-	606,000
Shares issued fo debt settlement (Note 7(b) and 9)	4,600,000	690,000			-	-	690,000
Share based payments (Note 7(c))	-	-			29,740	-	29,740
Share issue costs (Note 7(b))	-	(22,202)			-	-	(22,202)
Net income for the year	-	-			-	563,230	563,230
Balance, December 31, 2023	18,543,946	$11,877,089			$29,740	($7,946,566)	$ 3,960,263

* Restated to reflect share consolidation which took effect on June 6, 2023 (Note 1).

See accompanying notes to consolidated financial statements.

7

Consolidated Statements of Cash Flows

For the years ended December 31, 2023 and 2022 (Expressed in Canadian dollars)

		Years ended December 31
		2023		2022
Operating Activities:
Net income for the year	$	563,230	$	388,583
Items not affecting cash:
Gain on sale of exploration and evaluation property (Notes 6(c), 7(b))		(738,000)		-
Recovery of exploration costs paid in shares		-		(409,000)
Share-based payments (Note 7(c))		29,740		-
Gain on sale of marketable securities		(28,859)		(17,235)
Fair value change of marketable securities (Note 5)		57,376		(29,790)
Write-down of exploration and evaluation properties (Note 6)		11,273		10,858
Write-off of amounts due to related parties (Note 9)		(82,468)		-
Change in non-cash operating working capital:
Accounts receivable		(26,905)		(2,469)
Trade payables and accrued liabilities		(5,384)		(13,475)
Amounts due to related parties		6,258		98,881
Cash provided by (used in) operating activities		(213,739)		26,353
Investing Activities:
Exploration and evaluation property expenditures (Note 6)		(121,926)		(43,580)
Proceeds from sale of marketable securities (Note 5)		300,859		197,235
Cash provided by investing activities		178,933		153,655
Financing Activities:
Private placement proceeds (Note 7(b))		606,000		-
Share issuance costs (Note 7(b))		(22,202)		-
Cash Provided by Financing Activities		583,798		-
Increase in cash		548,992		180,008
Cash, beginning of year		198,970		18,962
Cash, End of Year	$	747,962	$	198,970
Supplemental cash flow information:
Interest paid	$	-	$	-
Income taxes paid	$	-	$	-
Shares for debt settlements (Note 7(b) and 8)	$	690,000	$	-

See accompanying notes to consolidated financial statements.

8

Notes to Consolidated Financial Statements

For the years ended December 31, 2023 and 2022 (Expressed in Canadian dollars)

___________________________________________________________________________________

1. NATURE OF OPERATIONS AND GOING CONCERN

Carlin Gold Corporation (the "Company") is registered under the British Columbia Business Corporations Act and trades on the TSX Venture Exchange. The Company is in the business of acquiring, exploring and developing mineral properties in Nevada and Yukon, and has not yet determined whether its properties contain ore reserves that are economically recoverable. The head office and principal address of the Company is situated at Suite 405 - 375 Water Street, Vancouver, British Columbia, Canada, V6B 5C6.

The Company has not generated any operating revenue since inception, has never paid dividends and is unlikely to pay dividends or generate operating earnings in the immediate or foreseeable future. As at December 31, 2023, the Company has incurred an accumulated deficit of $7,946,566 (2022 - $8,509,796). The continuation of the Company as a going concern is dependent upon the ability of the Company to obtain necessary equity financing to continue operations and to determine the existence, discovery and successful exploitation of economically recoverable reserves in its mineral properties, confirmation of the Company's interests in the underlying properties and the attainment of profitable operations, or realize proceeds from sale of properties. The Company will require additional capital to finance future operations and growth. If the Company is unable to obtain additional financing, the Company would be unable to continue. There can be no assurance that management's plans will be successful.

The business of mineral exploration involves a high degree of risk and there is no assurance that current exploration projects will result in future profitable mining operations. The Company has no source of revenue, and has significant cash requirements to meet its administrative overhead, pay its liabilities and maintain its mineral interests. The recoverability of amounts shown for exploration and evaluation properties is dependent on several factors. These include the discovery of economically recoverable reserves, the ability of the Company to obtain the necessary financing to complete the exploration and development of these exploration and evaluation properties and establish future profitable production, or realize proceeds from the disposition of exploration and evaluation properties. The carrying value of the Company's exploration and evaluation properties does not reflect current or future values.

These matters indicate the existence of material uncertainties that may cast significant doubt about the Company's ability to continue as a going concern. These consolidated financial statements do not include any adjustments relating to the recoverability of assets and classification of assets and liabilities that might be necessary should the Company be unable to continue as a going concern. Such adjustments could be material.

On June 6, 2023, the Company consolidated its outstanding share capital on the basis of 10 pre- consolidated common shares for one post-consolidation share. All share amounts have been adjusted to reflect the consolidation.

9

Notes to Consolidated Financial Statements

For the years ended December 31, 2023 and 2022 (Expressed in Canadian dollars)

2. BASIS OF PRESENTATION

The accompanying consolidated financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS"), as issued by the International Accounting Standards Board ("IASB"). The accounting policies, methods of computation and presentation applied in these consolidated financial statements are consistent with those of the previous financial year.

a) Approval of consolidated financial statements

These consolidated financial statements of the Company for the years ended December 31, 2023 and 2022 were approved and authorized for issue by the Board of Directors on April 23, 2024.

b) Basis of measurement

The consolidated financial statements have been prepared on a historical cost basis, except for certain financial instruments, which are stated at their fair values. In addition, these consolidated financial statements have been prepared using the accrual basis of accounting, except for cash flow information.

The preparation of consolidated financial statements in compliance with IFRS requires management to make certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies. The areas involving a higher degree of judgment of complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are disclosed in Note 3.

c) Basis of consolidation

These consolidated financial statements include the accounts of the Company and its 100% controlled entity, Carlin Gold US Inc. (a Nevada corporation). A subsidiary is an entity in which the Company has control, where control requires exposure or rights to variable returns and the ability to affect those returns through power over the investee. Inter-company balances and transactions, including unrealized income and expenses arising from inter-company transactions, are eliminated on consolidation.

d) New standards and interpretations

Adoption of amendments to IAS 1 - Presentation of Financial Statements ("IAS 1"):

In February 2021, the IASB issued amendments to IAS 1 and the IFRS Practice Statement 2 Making Materiality Judgements to provide guidance on the application of materiality judgements to accounting policy disclosures. The amendments to IAS 1 replace the requirement to disclose 'significant' accounting policies with a requirement to disclose 'material' accounting policies. Guidelines and illustrative examples are added in the Practice Statement to assist in the application of materiality concept when making the judgements about accounting policy disclosures. Effective January 1, 2023, the Company adopted these amendments prospectively. These amendments had no material impact to these consolidated financial statements."

Other accounting standards or amendments to existing accounting standards that have been issued but have future effective dates have been assessed by the Company and are not expected to have a significant impact on the Company's consolidated financial statements. The Company has not early adopted these standards.

10