CURRIE ROSE RESOURCES INC.

(An Exploration Stage Enterprise)

CONSOLIDATED FINANCIAL STATEMENTS

YEAR ENDED DECEMBER 31, 2022, AND 2021

(expressed in Canadian dollars)

Independent Auditor's Report

To the Shareholders of Currie Rose Resources Inc.

Opinion

We have audited the consolidated financial statements of Currie Rose Resources Inc. ("the Company"), which comprise the consolidated statements of financial position as at December 31, 2022 and December 31, 2021, 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 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 Currie Rose Resources Inc. as at December 31, 2022 and December 31, 2021 and its financial performance and its cash flows for the years then ended 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 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 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.

Emphasis of Matter - Material Uncertainty Related to Going Concern

We draw attention to Note 2 (f) in the consolidated financial statements, which indicates that the Company has not yet achieved profitable operations, has accumulated losses of $19,643,798 (2021 - $18,929,218), working capital of $2,009,376 (2021 - $(305,135)) and net comprehensive loss for the year of $678,777 (2021 - 1,942,967) and expects to incur future losses in the development of its business. As stated in Note 2 (f), these events or conditions, along with other matters as set forth in Note 2 (f), 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 financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Evaluation of Material Uncertainty Related to Going Concern

Description of the matter

We draw attention to Note 2 (f) to the financial statements. At each reporting date, the Entity assesses its ability to continue as a going concern. Whether the Entity is able to continue as a going concern is a significant management judgment.

Why the matter is a key audit matter

We identified the evaluation of the Entity's ability to continue as a going concern as a key audit matter. This matter represented an area of higher assessed risk of material misstatement, which required significant auditor judgment in the evaluation of the results of our procedures.

How the matter was addressed in the audit

The primary procedure we performed to address this key audit matter included the following:

We evaluated the appropriateness of the Entity's key strategy to resolve the situation given the current financial position and cash flows from operations.

Independent Auditor's Report

To the Shareholders of Currie Rose Resources Inc. (Continued)

Key Audit Matters (Continued)

Evaluation of Capitalized Resource Property Costs for Potential

Description of the matter

We draw attention to Note 8 to the financial statements. The investment in the Vanadium resource properties is $1,050,647 as at December 31, 2022. At each reporting date, the Entity must consider whether there is objective evidence of impairment in the resource properties as a result of events that have occurred after the initial recognition of the resource property costs (a "loss event") and whether that loss event (or events) has an impact on the estimated recoverability of the resource properties. The entity's assessment of whether there are any indicators that the carrying value of its investment in Vanadium resource properties may be impaired is a significant management judgment.

Why the matter is a key audit matter

We identified the evaluation of evidence of impairment for the Vanadium resource properties as a key audit matter. This matter represented an area of higher assessed risk of material misstatement, which required significant auditor judgment in the evaluation of the results of our procedures.

How the matter was addressed in the audit

The primary procedure we performed to address this key audit matter included the following:

We evaluated the appropriateness of the Entity's impairment analysis by assessing the Vanadium resource properties for any indicators of impairment in accordance with IFRS 6.

Evaluation of the Acquisition of the Vanadium Resource Properties

Description of the matter

We draw attention to Note 5 to the financial statements. The acquisition value of the Vanadium resource properties was accounted for as an asset purchase for consideration of $868,441. The assessment of the transaction as an asset purchase and the related calculation of the fair value of the acquisition is a complex assessment and calculation and requires significant management judgment.

Why the matter is a key audit matter

We identified the assessment of the transaction as an asset purchase and calculation of the fair value of the acquisition of the Vanadium resource properties as a key audit matter. This matter represented an area of higher assessed risk of material misstatement, which required significant auditor judgment in the evaluation of the results of our procedures.

How the matter was addressed in the audit

The primary procedures we performed to address this key audit matter included the following:

We evaluated the appropriateness of the Entity's position that the transaction represented an asset purchase based on the criteria in IFRS 3 and recalculated the fair value of the consideration for the transaction.

Evaluation of the Valuation of Stock Options Issued in the Year

Description of the matter

We draw attention to Note 3 (f) and Note 12 to the financial statements. The stock options granted are valued at $186,647 as at December 31, 2022. As these options are fully vested immediately, the Entity determines the fair value of the stock options and expenses such amount immediately. The assessment of the fair value of the stock options is a complex calculation and requires significant management judgment.

Why the matter is a key audit matter

We identified the fair value of the stock options as a key audit matter. This matter represented an area of higher assessed risk of material misstatement, which required significant auditor judgment in the evaluation the results of our procedures.

Independent Auditor's Report

To the Shareholders of Currie Rose Resources Inc. (Continued)

Key Audit Matters (Continued)

Evaluation of the Valuation of Stock Options Issued in the Year(Continued)

How the matter was addressed in the audit

The primary procedure we performed to address this key audit matter included the following:

We evaluated the appropriateness of the Entity's fair value analysis by assessing the inputs and assumptions used in the Black Scholes Model. We then recalculated the fair value.

Evaluation of the Valuation of Warrants Issued in the Year

Description of the matter

We draw attention to Note 3 (f) and Note 11 to the financial statements. The warrants granted are valued at $1,062,253 as at December 31, 2022. The Entity determines the fair value of the warrants and capitalizes such amounts upon issuance. The assessment of the fair value of the warrants is a complex calculation and requires significant management judgment.

Why the matter is a key audit matter

We identified the fair value of the warrants as a key audit matter. This matter represented an area of higher assessed risk of material misstatement, which required significant auditor judgment in the evaluation of the results of our procedures.

How the matter was addressed in the audit

The primary procedure we performed to address this key audit matter included the following:

We evaluated the appropriateness of the Entity's fair value analysis by assessing the inputs and assumptions used in the Black Scholes Model. We then recalculated the fair value.

Information Other than the Consolidated Financial Statements and Auditor's Report Thereon

Management is responsible for other information. Other information comprises the information included in Management's Discussion and 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 and will not express any form of assurance conclusion thereon. In connection with our audits 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 financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. 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 the auditors' 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 it 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.

Independent Auditor's Report

To the Shareholders of Currie Rose Resources Inc. (Continued)

Auditor's Responsibilities for the Audit of the Consolidated Financial Statements (Continued)

As a 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:

  • Identity 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 a 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 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 condition 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 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 with the Group 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 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 Wayne O'Connell.

Jones & O'Connell LLP

Chartered Professional Accountants

Licensed Public Accountants

St. Catharines, Ontario

March 15, 2023

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Currie Rose Resources Inc. published this content on 10 April 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 12 April 2023 08:59:08 UTC.