Ridgeline Minerals : Financial Statements Q4 2023

CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in United States dollars)

December 31, 2023

INDEPENDENT AUDITOR'S REPORT

To the Shareholders of

Ridgeline Minerals Corp.

Opinion

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

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

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 in our audit is sufficient and appropriate to provide a basis for our opinion.

Material Uncertainty Related to Going Concern

We draw attention to Note 1 of the consolidated financial statements, which indicates that as at December 31, 2023, the Company has accumulated net losses of $4,634,966 since inception and has working capital of $563,501. The operations of the Company have primarily been funded by the issuance of common shares and have not generated revenues. As stated in Note 1, these events and conditions 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 year ended. 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 matter described below to be the key audit matter to be communicated in our auditor's report.

Assessment of Impairment Indicators of Exploration and Evaluation Assets ("E&E Assets")

As described in Note 6 to the consolidated financial statements, the carrying amount of the Company's E&E Assets was $10,814,038 as of December 31, 2023. As more fully described in Note 4 to the consolidated financial statements, management assesses E&E Assets for indicators of impairment at each reporting period.

The principal considerations for our determination that the assessment of impairment indicators of the E&E Assets is a key audit matter are that there was judgment made by management when assessing whether there were indicators of impairment for the E&E Assets, specifically relating to the assets' carrying amount which is impacted by the Company's intent and ability to continue to explore and evaluate these assets. This in turn led to a high degree of auditor judgment, subjectivity, and effort in performing procedures to evaluate audit evidence relating to the judgments made by management in their assessment of indicators of impairment that could give rise to the requirement to prepare an estimate of the recoverable amount of the E&E Assets.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. Our audit procedures included, among others:

• Evaluating management's assessment of impairment indicators.
• Evaluating the intent for the E&E Assets through discussion and communication with management.
• Reviewing the Company's recent expenditure activity.
• Assessing compliance with agreements and expenditure requirements.
• Evaluating on a test basis, confirmation of title to ensure mineral rights underlying the E&E Assets are in good standing.

Other Information

Management is responsible for the other information. The other information obtained at the date of this auditor's report includes 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 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, 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 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 year ended 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 Catherine Tai.

Vancouver, Canada

Chartered Professional Accountants

April 26, 2024

Ridgeline Minerals Corp.

Consolidated Statements of Financial Position

As at December 31, 2023 and 2022

(expressed in United States dollars, except where indicated)

	Note		2023		2022
Assets
Current assets
Cash		$	505,053	$	1,186,036
Restricted cash			63,237		62,727
Prepaids			97,923		50,661
Receivables			16,210		17,141
			682,423		1,316,565
Non-current assets
Property and equipment	5		200,408		180,699
Exploration and evaluation assets	6		10,814,038		8,248,139
			11,014,446		8,428,838
Total assets		$	11,696,869	$	9,745,403
Liabilities
Current liabilities
Accounts payable and accrued liabilities		$	79,028	$	681,494
Current portion of loan payable	8		19,482		19,482
Current portion of lease liability	7		20,412		5,625
			118,922		706,601
Non-current liabilities
Loan payable	8		41,082		59,774
Lease liability	7		35,141		-
			76,223		59,774
Total liabilities			195,145		766,375
Shareholders' equity
Share capital	9		14,989,220		11,874,458
Reserves	9		1,256,230		1,265,646
Accumulated other comprehensive loss			(108,760)		(429,795)
Deficit			(4,634,966)		(3,731,281)
Total shareholders' equity			11,501,724		8,979,028
Total liabilities and shareholders' equity		$	11,696,869	$	9,745,403

Nature of operations and going concern (Note 1)

Subsequent event (Note 16)

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

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Ridgeline Minerals Corp.

Consolidated Statements of Comprehensive Loss

For the years ended December 31, 2023 and 2022 (expressed in United States dollars, except where indicated)

		2023		2022
General and administrative expenses
Administration and office	$	84,690	$	80,661
Investor relations		255,871		242,792
Personnel costs		316,128		253,225
Professional fees		94,000		100,063
Filing fees		40,713		42,950
Insurance		24,310		30,170
Depreciation	5	56,205		79,425
Other		12,763		17,537
Share-based compensation	9,11	17,005		170,076
Operating loss		901,685		1,016,899
Foreign exchange loss (gain)		41,076		(24,365)
Interest income		(39,076)		(22,284)
Loss for the year		903,685		970,250
Other comprehensive (gain) loss
Foreign currency translation		(321,035)		490,217
Comprehensive loss for the year	$	582,650	$	1,460,467
Loss per common share
Basic and fully diluted	$	(0.01)	$	(0.02)
Weighted average number of common shares outstanding
Basic and fully diluted		83,906,296		58,983,027
Total common shares issued and outstanding		91,196,115		68,552,780

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

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Ridgeline Minerals Corp.

Consolidated Statements of Changes in Shareholders' Equity

For the years ended December 31, 2023 and 2022

(expressed in United States dollars, except where indicated)

Balance at December 31, 2022

Issuance of share capital - private placement

Issuance of share capital - RSU redemption

Share issue costs - private placement Loss and comprehensive gain Share-based compensation

Balance at December 31, 2023

Balance at December 31, 2021

Issuance of share capital - private placement

Issuance of share capital - RSU redemption

Share issue costs - private placement Loss and comprehensive loss Share-based compensation

Balance at December 31, 2022

			Share			Accumulated
	Number of			Reserves		other		Deficit	Total
	Shares		capital		comprehensive
Note							loss
	68,552,780	$	11,874,458	$	1,265,646	$	(429,795)	$	(3,731,281)	$ 8,979,028
9	22,535,000		3,311,049		-		-		-	3,311,049
9	108,335		26,421		(26,421)		-		-	-
9	-		(222,708)		-		-		-	(222,708)
	-		-		-		321,035		(903,685)	(582,650)
9	-		-		17,005		-		-	17,005
	91,196,115	$	14,989,220	$	1,256,230	$	(108,760)	$	(4,634,966)	$ 11,501,724
			Share			Accumulated
	Number of			Reserves		other		Deficit	Total
	Shares		capital		comprehensive
Note							loss
	55,678,616	$	10,032,492	$	1,134,130	$	60,422	$	(2,761,031)	$ 8,466,013
	12,732,500		1,857,810		-		-		-	1,857,810
	141,664		38,560		(38,560)		-		-	-
	-		(54,404)		-		-		-	(54,404)
	-		-		-		(490,217)		(970,250)	(1,460,467)
	-		-		170,076		-		-	170,076
	68,552,780	$	11,874,458	$	1,265,646	$	(429,795)	$	(3,731,281)	$ 8,979,028

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

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Ridgeline Minerals Corp.

Consolidated Statements of Cash Flows

For the years ended December 31, 2023 and 2022 (expressed in United States dollars, except where indicated)

	Note		2023		2022
Cash flows used in operating activities
Loss for the year		$	(903,685)	$	(970,250)
Items not affecting cash:
Depreciation	5		56,205		79,425
Share-based compensation	9		17,005		170,076
Unrealized foreign exchange loss			49,609		63,553
Interest on lease liability	7		3,590		6,079
			(777,276)		(651,117)
Changes in non-cash operating working capital:
Decrease in receivables and prepaids			(46,331)		11,538
Decrease in accounts payable and accrued liabilities			28,740		(34,473)
			(794,867)		(674,052)
Cash flows used in investing activities
Purchase of property and equipment	5		-		(21,274)
Payment for exploration and evaluation assets	6		(2,953,319)		(1,745,381)
			(2,953,319)		(1,766,655)
Cash flows from financing activities
Repayment of loan payable	8		(18,692)		(17,568)
Lease payments	7		(14,000)		(17,079)
Proceeds from issuance of share capital - private placements	9		3,311,049		1,857,810
Share issuance costs - private placements	9		(222,708)		(54,404)
			3,055,649		1,768,759
Decrease in cash			(692,537)		(671,948)
Effect of exchange rate changes on cash			11,554		(65,241)
Cash - beginning of year			1,186,036		1,923,225
Cash - end of year		$	505,053	$	1,186,036

Supplemental cash flow information (Note 12)

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

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Ridgeline Minerals Corp.

Notes to Consolidated Financial Statements

For the years ended December 31, 2023 and 2022

(amounts expressed in United States dollars, except per share amounts and where indicated)

• Nature of operations and going concern

Nature of operations

Ridgeline Minerals Corp. together with its subsidiary (collectively referred to as the "Company" or "Ridgeline"), is focused on the exploration of mineral property interests in the states of Nevada and Idaho, United States.

The Company's common shares are trading on the TSX Venture Exchange (the "TSX-V") under the symbol "RDG". The Company's common shares also trade in the United States on the Over-the-Counter OTCQB Venture Market under the trading symbol "RDGMF". The Company was incorporated on March 18, 2019 in British Columbia, Canada. The Company's registered office is at 355-1632 Dickson Avenue, Kelowna, BC, V1Y 7T2, Canada.

All amounts are expressed in United States dollars, except for certain amounts denoted in Canadian dollars ("C$").

The Company has not yet determined whether its exploration and evaluation assets contain mineral reserves that are economically recoverable. The recoverability of the amounts shown for exploration and evaluation assets is dependent upon the existence of economically recoverable reserves, the ability of the Company to obtain necessary financing to complete the development of those reserves and upon future profitable production. To date, the Company has not earned any revenues and is considered to be in the exploration stage.

Going concern

These consolidated financial statements have been prepared on the basis of accounting principles applicable to a going concern, which assumes that the Company will continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities in the normal course of operations.

The Company has not generated revenues from its operations to date. As at December 31, 2023, the Company has accumulated net losses of $4,634,966 since inception and has working capital of $563,501. The operations of the Company have primarily been funded by the issuance of common shares. The Company will require additional funding to maintain its operations for the upcoming fiscal year. These consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue in existence. These material uncertainties may cast significant doubt upon the Company's ability to continue as a going concern.

If the going concern assumption was not appropriate for these consolidated financial statements, then adjustments may be necessary to the carrying values of assets and liabilities, the reported expenses and the statement of financial position classifications used. Such adjustments could be material.

• Basis of presentation

These consolidated financial statements have been prepared in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board ("IASB").

These consolidated financial statements have been prepared on a going concern basis, and in making the assessment that the Company is a going concern, management have taken into account all available information about the future, which is at least, but is not limited to, the years ended December 31, 2023 and 2022.

These consolidated financial statements of the Company have been prepared on an accrual basis and are based on historical costs, except for financial instruments measured at fair value or amortized cost.

The Board of Directors of the Company approved these consolidated financial statements and authorized them for issue on April 26, 2024.

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Ridgeline Minerals Corp.

Notes to Consolidated Financial Statements

For the years ended December 31, 2023 and 2022

(amounts expressed in United States dollars, except per share amounts and where indicated)

Basis of consolidation

These consolidated financial statements include the accounts of the Company and its significant wholly owned subsidiaries, being Ridgeline Minerals Corporation ("Ridgeline NV"), Ridgeline Silver Corporation, Ridgeline Exploration Corporation and Big Blue Nevada Corporation.

All significant intercompany accounts and transactions between the Company and its subsidiary have been eliminated upon consolidation.

• Use of estimates and judgments

The preparation of these consolidated financial statements in conformity with IFRS requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses for the reporting period. Actual results could differ from management's best estimates as additional information becomes available.

Significant areas requiring the use of management estimates and judgments include:

1. The determination of the fair value of the shares of the Company for the calculation of the share-based compensation.

1. The assessment of the Company's ability to continue as a going concern involves judgment regarding future funding available to identify new business opportunities and working capital requirements, the outcome of which is uncertain.

1. The determination that exploration, evaluation, and related costs incurred which were capitalized may have future economic benefits and may be economically recoverable. Management uses several criteria in its assessments of economic recoverability and probability of future economic benefits including, geologic and other technical information, a history of conversion of mineral deposits with similar characteristics to its own properties to proven and probable mineral reserves, the quality and capacity of existing infrastructure facilities, evaluation of permitting and environmental issues, and local support for the project.

• Material accounting policy information

The accounting policies set out below have been applied consistently by the Company and its wholly owned subsidiary for the periods presented in these consolidated financial statements.

a) Financial instruments

Classification

The Company classifies its financial instruments in the following categories: at fair value through profit and loss ("FVTPL"), at fair value through other comprehensive income (loss) ("FVTOCI"), or at amortized cost. The Company determines the classification of financial assets at initial recognition. The classification of debt instruments is driven by the Company's business model for managing the financial assets and their contractual cash flow characteristics. Equity instruments that are held for trading are classified as FVTPL. For other equity instruments, on the day of acquisition the Company can make an irrevocable election (on an instrument-by-instrument basis) to designate them as at FVTOCI. Financial liabilities are measured at amortized cost, unless they are required to be measured at FVTPL (such as instruments held for trading or derivatives) or the Company has opted to measure them at FVTPL.

Measurement

Financial assets and liabilities at amortized cost

Financial assets and liabilities at amortized cost are initially recognized at fair value plus or minus transaction costs, respectively, and subsequently carried at amortized cost less any impairment. The Company's cash, restricted cash, receivables, accounts payable, accrued liabilities, loan payable and lease liability are classified as amortized cost.

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