Artemis Gold : Financials for December 31, 2023

CONSOLIDATED FINANCIAL STATEMENTS

For the years ended December 31, 2023 and December 31, 2022

Expressed in Canadian Dollars, unless otherwise noted

Independent auditor's report

To the Shareholders of Artemis Gold Inc.

Our opinion

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the financial position of Artemis Gold Inc. and its subsidiaries (together, 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 (IFRS).

What we have audited

The Company's consolidated financial statements comprise:

• the consolidated statements of financial position as at December 31, 2023 and 2022;
• the consolidated statements of loss and comprehensive loss 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, comprising material accounting policy information and other explanatory information.

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 believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Independence

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. We have fulfilled our other ethical responsibilities in accordance with these requirements.

PricewaterhouseCoopers LLP

250 Howe Street, Suite 1400, Vancouver, British Columbia, Canada V6C 3S7 T: [phone], F: [phone], [e-mail]

PwC" refers to PricewaterhouseCoopers LLP, an Ontario limited liability partnership.

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 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.

Key audit matter

Assessment of impairment indicators of mineral property, plant and equipment (MPPE)

How our audit addressed the key audit matter

Our approach to addressing the matter included the following procedures, among others:

Refer to note 3 - Material accounting policies,	∙	Evaluated the reasonableness of
note 4 - Critical accounting estimates and		management's assessment of indicators of
judgments and note 7 - Mineral property, plant		impairment, which included the following:
and equipment to the consolidated financial		- Assessed the completeness of external or
statements.
	internal factors that could be considered as
The carrying value of MPPE amounted to		indicators of impairment of the Company's
	MPPE, by considering evidence obtained
$904.1 million as at December 31, 2023. MPPE
	in other areas of the audit.
are tested for impairment at the end of each
reporting period if there is an indicator of		- Assessed the work of management's
impairment. Management applies significant		experts used in evaluating the
judgment in assessing whether indicators of		reasonableness of the changes in
impairment exist. Internal and external factors,		estimated amount of recoverable
such as (i) changes in the amount of the		resources and reserves. As a basis for
recoverable resources and reserves; (ii) changes		using this work, the competence,
in metal prices, capital and operating costs and		capabilities and objectivity of
interest rates; and (iii) the market capitalization of		management's experts were evaluated,
the Company compared to its net assets, are		the work performed was understood and
evaluated by management in determining whether		the appropriateness of the work as audit
there are any indicators of impairment. The		evidence was evaluated. The procedures
estimated amounts of recoverable resources and		performed also included evaluation of the
reserves are prepared by qualified persons		methods and assumptions used by
(management's experts).		management's experts, tests of the data
		used by management's experts and an
We considered this a key audit matter due to (i)		evaluation of their findings.
the significance of the MPPE balance and (ii) the		- Assessed the reasonableness of factors
significant judgment by management, including the
	such as changes in metal prices, capital
use of management's experts, in assessing any
	and operating costs and interest rates by
indicator of impairment, which led to significant
	comparing them to external market data
		and by considering current and past

Key audit matter	How our audit addressed the key audit matter

audit effort and subjectivity in performing audit procedures to test management's assessment.

performance of the Company and whether they were consistent with evidence obtained in other areas of the audit, as applicable.

• Recalculated the Company's market capitalization and compared it to the Company's net assets as at December 31, 2023.

Accounting treatment of streaming arrangements

Refer to note 3 - Material accounting policies, note 4 - Critical accounting estimates and judgments and note 12 - Deferred revenue to the consolidated financial statements.

During the year ended December 31, 2023, the Company drew on two metal streaming arrangements. In assessing the accounting for the streams management was required to make judgments in determining whether the arrangements met the criteria of the "own use" exemption in IFRS 9 - Financial Instruments (IFRS 9) and therefore fell outside the scope of financial instrument accounting. The "own use" exemption applies to contracts that are entered into and continue to be held for the delivery of a non-financial item.

In determining whether the arrangements met the criteria of the "own use" exemption in

IFRS 9, management evaluated whether the Company has the ability and intent to settle the streaming arrangements through the delivery of silver and gold from the Blackwater mine.

Management determined that there are sufficient recoverable gold and silver reserves and resources at the Blackwater mine and it is

Our approach to addressing the matter included the following procedures, among others:

• Obtained evidence to support management's assessment that the construction of the mine can be completed by discussing with senior/project management the status of mine construction contracts and by considering (i) the feasibility study dated September 10, 2021; (ii) progress payments made to date; (iii) estimated costs to complete construction and ramp-up and available funding; (iv) board reporting on construction project status; and (v) reporting to project lenders.
• Assessed whether the delivery of silver and gold from the Blackwater mine is sufficient to settle the stream arrangements by considering the future production volume estimated by management experts.
• Used the work of management's experts in performing the procedures to evaluate the reasonableness of the future production volume, estimates of recoverable mineral reserves and resources and metallurgical recovery estimates. As a basis for using this work, the competence, capabilities and objectivity of management's experts were evaluated, the work performed was understood and the appropriateness of the work as audit evidence was evaluated. The procedures performed also included evaluation of the

	Key audit matter		How our audit addressed the key audit matter
	expected that the mine and processing plant would		methods and assumptions used by
	be successfully constructed and operated to settle		management's experts, tests of the data used
	the contract through delivery of silver and gold		by management's experts and an evaluation of
	from the Blackwater mine. Management relies on		their findings.
	geological and metallurgical experts to develop	∙ Evaluated the adequacy of related financial
	estimates of recoverable mineral reserves and
		statements disclosures.
	resources, metallurgical recovery estimates and
	future production volume (management's experts).

We considered this a key audit matter due to

1. the judgments by management, including the use of management's experts, when applying the "own use" exemption and (ii) a high degree of auditor judgment, subjectivity and effort in performing procedures to assess the accounting treatment for the streaming arrangements.

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 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.

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 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 Mark Patterson.

/s/PricewaterhouseCoopers LLP

Chartered Professional Accountants

Vancouver, British Columbia

March 12, 2024

ARTEMIS GOLD INC.

Consolidated Statements of Financial Position

(Expressed in Canadian Dollars)

	As at	As at
Notes	December 31, 2023	December 31, 2022
	$	$

Assets
Current assets		156,590,674
Cash and cash equivalents		194,089,372
Receivables and prepayments		10,234,647	2,968,341
Non-current assets		166,825,321	197,057,713
	7,585,568
Investment in Velocity	5	8,176,317
Restricted cash	6	15,126,227	4,734,100
Capitalized contract costs		1,955,775	1,617,750
Deferred financing costs		10,006,762	9,453,605
Prepayments on non-current assets		15,159,857	-
Mineral property, plant and equipment	7	904,114,838	435,711,939
TOTAL ASSETS		1,120,774,348	656,751,424
Liabilities
Current liabilities		52,814,479
Accounts payable and accrued liabilities		24,608,609
Current portion of lease liabilities	8	1,373,303	679,992
Current portion of deferred revenue	12	2,856,891	-
Non-current liabilities		57,044,673	25,288,601
	19,967,754
Lease liabilities	8	1,032,572
Variable consideration payable	9	47,262,688	41,709,665
Long-term debt	10	143,497,758	-
Asset retirement obligation	11	24,204,282	11,292,855
Deferred revenue	12	247,441,738	-
TOTAL LIABILITIES		539,418,893	79,323,693
Shareholders' equity		599,868,231
Share capital	13	589,253,146
Contributed surplus	13	22,307,061	17,549,291
Accumulated other comprehensive income		3,622,371	3,622,371
Deficit		(44,442,208)	(32,997,077)
Total Shareholders' equity		581,355,455	577,427,731
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY		1,120,774,348	656,751,424

Subsequent event (Note 18)
Approved for Issuance by the Board of Directors:
"Elise Rees"	Director
"Steven Dean"	Director

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

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ARTEMIS GOLD INC.

Consolidated Statements of Loss and Comprehensive Loss

(Expressed in Canadian Dollars, except number of shares outstanding)

		For the year ended	For the year ended
	Notes	December 31, 2023	December 31, 2022
		$	$
Operating expenses		679,377
Depreciation	7	412,254
Management fees and wages	14	5,033,033	5,049,645
Investor relations and corporate development		524,746	417,838
Office, insurance and general		2,080,825	1,420,683
Professional fees		1,199,266	736,601
Share-based payments	13, 14	4,467,272	5,078,570
Loss from operations		(13,984,519)	(13,115,591)
Other (expense) income		(110,176)
Accretion expense on lease liability	8	(72,545)
Accretion expense on asset retirement obligation	11	(307,994)	(63,456)
Equity loss from investment in associate	5	(590,749)	(893,189)
Fair value adjustment on warrants	5	-	(644,119)
Impairment loss on investment in associate	5	-	(9,889,867)
Interest income		3,548,307	3,048,855
Net loss		(11,445,131)	(21,629,912)
Other comprehensive loss, net of tax
Items that will not be reclassified to net loss
Gains on marketable securities		-	262,316
Comprehensive loss		(11,445,131)	(21,367,596)
Loss per common share		(0.06)
Basic and diluted		(0.13)
Weighted average number of common shares outstanding		196,582,307
Basic and diluted		162,477,167

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

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ARTEMIS GOLD INC.

Consolidated Statements of Changes in Equity

(Expressed in Canadian Dollars, except number of shares)

		Share capital
				Contributed	Accumulated other
				comprehensive		Total shareholders'
	Notes	Number of shares	Amount	surplus	income	Deficit	equity
		#	$	$	$	$	$
Balance - January 1, 2023		193,211,701	589,253,146	17,549,291	3,622,371	(32,997,077)	577,427,731
Exercise of share purchase warrants	13	4,502,888	4,863,119	-	-	-	4,863,119
Exercise of stock options	13	991,666	5,751,966	(1,992,386)	-	-	3,759,580
Shared-based payments	13	-	-	6,750,156	-	-	6,750,156
Net loss		-	-	-	-	(11,445,131)	(11,445,131)
Balance - December 31, 2023		198,706,255	599,868,231	22,307,061	3,622,371	(44,442,208)	581,355,455
		Share capital			Accumulated other
				Contributed
				comprehensive		Total shareholders'
	Notes	Number of shares	Amount	surplus	income	Deficit	equity
		#	$	$	$	$	$
Balance - January 1, 2022		153,971,145	417,276,031	10,058,314	3,360,055	(11,367,165)	419,327,235
Exercise of share purchase warrants	13	350,556	378,600	-	-	-	378,600
Bought Deal Offering - October 14, 2022	13	19,112,000	86,004,000	-	-	-	86,004,000
Non-Brokered Offering - October 14, 2022	13	19,778,000	89,001,000	-	-	-	89,001,000
Share issue costs	13	-	(3,406,485)	-	-	-	(3,406,485)
Shared-based payments	13	-	-	7,490,977	-	-	7,490,977
Gain on marketable securities		-	-	-	262,316	-	262,316
Net loss		-	-	-	-	(21,629,912)	(21,629,912)
Balance - December 31, 2022		193,211,701	589,253,146	17,549,291	3,622,371	(32,997,077)	577,427,731

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

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