Magna Gold : Consolidated Financial Statements year ended December 31, 2021

MAGNA GOLD CORP.

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2021

AND NINE MONTHS ENDED DECEMBER 31, 2020

(EXPRESSED IN THOUSANDS OF UNITED STATES DOLLARS)

Baker Tilly WM LLP

900 - 400 Burrard Street

Vancouver, British Columbia

Canada V6C 3B7

T: +1 604.684.6212

F: +1 604.688.3497

[e-mail]

www.bakertilly.ca

INDEPENDENT AUDITOR'S REPORT

To the Shareholders of Magna Gold Corp.:

Opinion

We have audited the consolidated financial statements of Magna Gold Corp. and its subsidiaries (together the "Company"), which comprise the consolidated statements of financial position as at December 31, 2021 and December 31, 2020, and the consolidated statements of net and comprehensive earnings (loss), consolidated statements of changes in equity and consolidated statements of cash flows for the year ended December 31, 2021 and the nine month period ended December 31, 2020, 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 consolidated financial position of the Company as at December 31, 2021 and December 31, 2020, and its consolidated financial performance and its consolidated cash flows for the year ended December 31, 2021 and the nine month period ended December 31, 2020 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 in our audits is sufficient and appropriate to provide a basis for our opinion.

Material Uncertainty Related to Going Concern

We draw attention to Note 2 in the consolidated financial statements, which describes events and conditions indicating 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.

Other Information

Management is responsible for the other information. The other information comprises the information included in the Management's Discussion & Analysis filed with the relevant Canadian securities commissions.

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

ASSURANCE • TAX • ADVISORY

Baker Tilly WM LLP is a member of Baker Tilly Canada Cooperative, which is a member of the global network of Baker Tilly International Limited. All members of Baker Tilly Canada Cooperative and Baker Tilly International Limited are separate and independent legal entities.

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 and remain alert for indications that the other information 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 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 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.

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.

The engagement partner on the audit resulting in this independent auditor's report is Anna C. Moreton.

CHARTERED PROFESSIONAL ACCOUNTANTS

April 29, 2022

Vancouver, B.C.

Magna Gold Corp.

Consolidated Statements of Financial Position (Expressed in thousands of United States Dollars)

			December 31,		December 31,
	Note		2021		2020
ASSETS
Current		$	2,068
Cash		$	7,056
Trade and other receivables	6		12,979		7,579
Inventories	7		17,659		11,882
Advances and prepaid expenses			1,190		746
Total current assets			33,896		27,263
Mineral properties and plant and equipment	8		36,995		16,861
Exploration and evaluation	8		11,152		9,610
Deferred tax assets	9		1,098		772
Total assets		$	83,141	$	54,506
LIABILITIES
Current		$	35,734
Trade payables and accrued liabilities	10	$	17,899
Other payables	11		4,054		11,285
Auramet deferred revenue	12		2,444		-
Sandstorm deferred revenue	13		824		632
Derivative liability	25		14		-
Total current liabilities			43,070		29,816
Other payables, non-current	11		110		-
Sandstorm deferred revenue	13		1,639		2,463
Debentures	14		6,539		-
Other provisions	15		1,090		1,200
Provision for site reclamation and closure	16		5,605		5,567
Deferred tax liabilities	9		2,129		589
Total liabilities			60,182		39,635
EQUITY			21,701
Issued capital	17			21,285
Share-based payment reserve	18		5,041		3,429
Equity component of debentures	14		495		-
Cumulative translation reserve			(912)		(1,233)
Deficit			(3,366)		(8,610)
Total equity			22,959		14,871
Total liabilities and equity		$	83,141	$	54,506

Nature of operations (note 1)

Going concern (note 2)

Commitments and contingencies (note 24)

Events after the reporting period (note 29)

Approved on behalf of the Board:
/s/ "Arturo Bonillas"	/s/ "Colin Sutherland"
Arturo Bonillas	Colin Sutherland
Director	Director

The accompanying notes are an integral part of these Consolidated Financial Statements.

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