Commander Resources : Third Quarter FS & MD&A 2023

Condensed Consolidated Interim Financial Statements

FOR THE NINE MONTHS ENDED

SEPTEMBER 30, 2023

(Unaudited - Prepared by Management)

(Expressed in Canadian Dollars)

Notice of No Auditor Review

In accordance with National Instrument 51-102, the Company discloses that the accompanying condensed interim consolidated financial statements have been prepared by and are the responsibility of the Company's management. They have been reviewed and approved by the Company's Audit Committee and the Board of Directors.

The Company's independent auditor has not performed a review of these condensed consolidated interim financial statements in accordance with standards established by the Canadian Professional Accountants of Canada.

COMMANDER RESOURCES LTD.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF FINANCIAL POSITION (EXPRESSED IN CANADIAN DOLLARS)

AS AT

		September 30,	December 31,
		2023	2022
	Note	$	$
ASSETS
Current assets
Cash and cash equivalents		1,146,942	249,263
Receivables	12	188,255	195,487
Prepaid expenses		39,621	27,376
Marketable securities	3	98,000	274,980
		1,472,818	747,106
Non-current assets
Reclamation bonds	4	28,000	28,000
Exploration and evaluation assets	4	112,329	112,329
Property and equipment	5	56,403	87,221
		196,732	227,550
TOTAL ASSETS		1,669,550	974,656
LIABILITIES
Current liabilities
Accounts payable and accrued liabilities		287,963	133,441
Advances from optionees	4(d),(i)	482,812	150,012
Lease liability	5	28,250	32,063
		799,025	315,516
Lease liability	5	-	19,872
		799,025	335,388
SHAREHOLDERS' EQUITY
Share capital	7	42,100,538	41,766,545
Reserves	7	332,632	475,336
Accumulated other comprehensive loss		(2,734,769)	(2,737,749)
Deficit		(38,827,876)	(38,864,864)
		870,525	639,268
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY		1,669,550	974,656
Nature of operations and going concern	1

Approved on behalf of the Board of Directors on November 23, 2023:

"Eric Norton"		"Brandon Macdonald"
Director		Director

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

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COMMANDER RESOURCES LTD.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF LOSS AND COMPREHENSIVE LOSS (EXPRESSED IN CANADIAN DOLLARS)

		Three months ended	Nine months ended
		September 30,	September 30,
		2023	2022	2023	2022
	Note	$	$	$	$
Expenses
Administration		9,029	8,611	20,811	21,645
Consulting fees	8	35,500	34,500	104,500	103,500
Salary and benefits	8	37,500	37,501	117,658	117,334
Professional fees		4,679	1,059	23,575	16,991
Filing fees and transfer agent		957	1,053	12,117	11,886
Investor and shareholder relations		24,440	26,419	90,406	90,579
Exploration and evaluation expenditures	4	347,945	151,704	379,294	231,674
Project evaluation		1,200	2,816	5,389	14,789
Amortization	5	10,134	10,765	30,818	32,726
Finance costs	5	1,011	458	3,743	1,203
Share-based compensation	7	489	21,229	1,466	24,587
		(472,884)	(296,115)	(789,777)	(666,914)
Other income (expenses)
Cost recoveries on exploration and evaluation assets	4(d),(i)	400,000	50,000	535,000	89,500
Foreign exchange (loss) gain		(122)	170	(3,765)	293
Interest and management fee income	4(d)	130,212	5,435	151,360	7,168
Other income	6	-	5,335	-	7,329
Loss for the period		57,206	(235,175)	(107,182)	(562,624)
Other comprehensive income (loss)
Item that will not be reclassified to profit or loss
Change in fair value of marketable securities at FVOCI	3	14,690	74,927	2,980	(547,223)
Loss and comprehensive loss for the period		71,896	(160,248)	(104,202)	(1,109,847)
Weighted average number of common shares outstanding
Basic and diluted #		43,542,396	39,453,896	39,906,429	39,453,896
Basic and diluted loss per common share $		0.00	(0.01)	(0.00)	(0.01)

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

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COMMANDER RESOURCES LTD.

CONDENSED CONSOLIDATED INERIM STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (EXPRESSED IN CANADIAN DOLLARS)

			Accumulated other		Total
	Number	Share		comprehensive		shareholders'
	of Shares	capital	Reserves	Loss	Deficit	equity
	#	$	$	$	$	$
December 31, 2022	39,694,896	41,766,545	475,336	(2,737,749)	(38,864,864)	639,268
Shares issued	3,847,500	346,000	-	-	-	346,000
Share issuance costs	-	(12,007)	-	-	-	(12,007)
Share-based compensation	-	-	1,466	-	-	1,466
Reclassification on expiry of warrants	-	-	(12,000)	-	12,000	-
Reclassification on expiry of options			(132,170)		132,170	-
Fair value adjustment on maketable securities	-	-	-	2,980	-	2,980
Loss for the period	-	-	-	-	(107,182)	(107,182)
September 30, 2023	43,542,396	42,100,538	332,632	(2,734,769)	(38,827,876)	870,525
December 31, 2021	39,453,896	41,746,545	448,582	(2,105,234)	(38,231,588)	1,858,305
Share-based compensation	-	-	24,587	-	-	24,587
Fair value adjustment on maketable securities	-	-	-	(547,223)	-	(547,223)
Loss for the period	-	-	-	-	(562,624)	(562,624)
September 30, 2022	39,453,896	41,746,545	473,169	(2,652,457)	(38,794,212)	773,045

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

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COMMANDER RESOURCES LTD.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS (EXPRESSED IN CANADIAN DOLLARS)

	Nine months ended
	2023	September 30,
	2022
	$	$
Operating activities
Loss for the period	(107,182)	(562,624)
Items not affecting cash:
Amortization	30,818	32,726
Share-based compensation	1,466	24,587
Cost recoveries on exploration and evaluation assets	(535,000)	(89,500)
Other income	-	(7,329)
Changes in non-cash working capital:
Receivables	7,232	(103,204)
Prepaid expenses	(12,245)	7,823
Accounts payable and accrued liabilities	154,522	91,730
Advances from optionees	332,800	(51,057)
	(127,589)	(656,848)
Investing activities
Exploration and evaluation assets	-	(1,140)
Option receipts on exploration and evaluation assets	425,000	75,000
Proceeds from sale of marketable securities	289,960	168,672
	714,960	242,532
Financing activities
Common shares issued	346,000	-
Share issuance costs	(12,007)	-
Lease payments	(23,685)	(26,223)
	310,308	(26,223)
Decrease in cash and cash equivalents	897,679	(440,539)
Cash and cash equivalents, beginning of period	249,263	595,840
Cash and cash equivalents, end of period	1,146,942	155,301
Cash and cash equivalents comprise:
Cash at bank - Canadian dollars	1,143,734	121,607
Cash at bank - Mexican pesos	3,208	3,062
Money market funds - Canadian dollars	-	30,632
Cash and cash equivalents	1,146,942	155,301

Supplemental cash flow information (Note 9)

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

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COMMANDER RESOURCES LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022 (EXPRESSED IN CANADIAN DOLLARS)

1. NATURE OF OPERATIONS AND GOING CONCERN
   Commander Resources Ltd. ("Commander" or the "Company") is a publicly listed company incorporated and domiciled in Canada. The Company is listed on the TSX Venture Exchange under the symbol "CMD". Commander's records and registered office is at Suite 1100 - 1111 Melville Street, Vancouver, British Columbia, V6E 3V6.
   The Company is in the business of acquisition and exploration of mineral resource properties in Canada and Mexico. Commander pursues the prospect generator model and focuses on building a portfolio of early-stage exploration projects. For the ongoing exploration of the projects, the Company aims to option interests in the projects to joint venture partners.
   These condensed consolidated interim financial statements (the "financial statements") have been prepared on a going concern basis which assumes that the Company will be able to continue in operation for the foreseeable future and meet its obligations in the normal course of business. The Company has incurred ongoing losses and will continue to incur further losses in the course of exploring its mineral properties. As at September 30, 2023, the Company had a deficit of $38,827,876 (December 31, 2022 - $38,864,864) and working capital of $673,793 (December 31, 2022 - $431,590).
   Commander has historically relied on the issuance of share capital to fund its operations. The Company has been successful in raising equity financing in the past. However, there is no assurance that such financing will continue to be available with acceptable terms under current economic and financial environments. These uncertainties may cast significant doubt about the Company's ability to continue as a going concern.
2. SIGNIFICANT ACCOUNTING POLICIES
   Basis of presentation
   The Company prepares these financial statements in accordance with International Financial Reporting Standards and Interpretations (collectively, "IFRS"), as issued by the International Accounting Standards Board ("IASB"). These financial statements comply with International Accounting Standards 34, Interim Financial Reporting.
   These financial statements do not include all the information and notes to the annual financial statements as required by IFRS and should be read together with the Company's most recent audited consolidated financial statements for the year ended December 31, 2022.
   These financial statements have been prepared on a historical cost basis, except for financial instruments measured at fair value. Additionally, these financial statements have been prepared using the accrual basis of accounting, except for cash flow information.
   These financial statements are presented in Canadian dollars, which is the functional currency of the Company and its subsidiaries.
   Principles of consolidation
   These financial statements include the accounts of the Company and the following wholly owned subsidiaries:
3. • BRZ Mex Holdings Ltd. ("BRZM"); and
   • Minera BRG SA de CV ("Minera BRG")

The Company consolidates these subsidiaries on the basis that it controls these subsidiaries. Control is defined as the exposure, or rights, to variable returns from involvement with an investee and the ability to affect those returns through power over the investee. All intercompany transactions and balances have been eliminated on consolidation.

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COMMANDER RESOURCES LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022 (EXPRESSED IN CANADIAN DOLLARS)

2. SIGNIFICANT ACCOUNTING POLICIES (continued)

Critical accounting estimates, assumptions, and judgments

The preparation of financial statements in accordance with IFRS requires management to make estimates, assumptions and judgments that impact the Company's reported financial results. Estimates, assumptions, and judgments are based on historical experiences and expectations of future events. Actual results could result in material differences from those estimates, assumptions, and judgments.

The significant estimates and judgments that affect these financial statements are as follows:

Recoverability of exploration and evaluation ("E&E") assets

The Company capitalizes acquisition costs related to E&E assets which comprise staking costs, and option payments, based on the judgment that the carrying amounts will be recoverable. Their recoverability depends on various factors such as the discovery of economically viable reserves, the Company's ability to obtain the financing to continue exploration and development efforts, or from disposition of the E&E assets. If new information becomes available suggesting the recovery of these expenditures is unlikely, the capitalized costs are written-off to profit or loss for the period.

Going concern

The Company applies judgment in assessing its ability to continue as a going concern. In making this assessment, the Company considers the facts and circumstances disclosed in Note 1. The Company concludes that there is a material uncertainty that may cast significant doubt about its ability to continue as a going concern.

3. MARKETABLE SECURITIES

		September 30,	December 31,
		2023	2022
	Note	$	$
Common shares of public companies:
Fair value, beginning of the period		274,980	1,070,220
Fair value of shares recevied	4(i)	110,000	11,000
Net proceeds from sales	3	(289,960)	(173,725)
Fair value adjustment		2,980	(632,515)
Fair value, end of the period		98,000	274,980

Commander does not have significant influence in any of its investments in publicly traded companies. The fair values of the marketable securities are determined at each reporting date by referencing to the closing market prices of these common shares. All of the Company's marketable securities are classified as FVOCI because these investments are not held for trading.

The Company's holdings in marketable securities comprise common shares of publicly traded companies received as option payments on the sale of exploration and evaluation assets. The significant holding or transactions as at September 30, 2023, were as follows:

Aston Bay Holdings Ltd. ("Aston")

In February 2016, Aston issued 11,000,000 common shares to Commander with a fair value of $2,640,000 for the acquisition of Commander's former Storm Property.

During the nine months ended September 30, 2023, the Company sold all of its holdings in Aston of 3,625,000 shares for net proceeds of $138,040 (2022 - 3,725,000 shares for net proceeds of $168,672).

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COMMANDER RESOURCES LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022 (EXPRESSED IN CANADIAN DOLLARS)

4. EXPLORATION AND EVALUATION ASSETS AND EXPENDITURES

Maritime Resources Corp. ("Maritime")

During the nine months ended September 30, 2023, the Company sold all of its holdings of 3,444,000 shares in Maritime for net proceeds of $151,920 (2022 - $nil).

Title to exploration and evaluation assets involves certain inherent risks due to the difficulties of determining the validity of certain claims as well as the potential for problems arising from the frequently ambiguous conveyancing history characteristic of many exploration and evaluation assets. The Company has investigated title to all of its exploration and evaluation assets and, to the best of its knowledge, titles to all of its assets are in good standing.

Exploration and Evaluation Assets

At September 30, 2023 and December 31, 2022, the Company's cumulative expenditures on the E&E assets were as follows:

	Dec 31,	Acquisition/	Option	Cost	Dec 31,	Option	Cost
	Sept 30,
	2021	(write-off)	proceeds	recovered	2022	proceeds	recovered	2023
	$	$	$	$	$	$	$	$
Projects in British Columbia
October Dome and Mt. Polley	174	-	(90,000)	90,000	174			174
Henry Lee	62,068	1,140	-	-	63,208	-	-	63,208
Omineca	3,140	-	-	-	3,140	-	-	3,140
Burn	6,315	-	(50,000)	50,000	6,315	(400,000)	400,000	6,315
Bornite	2,453	(2,453)	-	-	-	-	-	-
	74,150	(1,313)	(140,000)	140,000	72,837	(400,000)	400,000	72,837
Projects in Ontario
First Loon	27,690	-	-	-	27,690	-	-	27,690
Sabin	11,801	-	-	-	11,801	-	-	11,801
	39,491	-	-	-	39,491	-	-	39,491
Mexico project
Pedro	1	-	(36,000)	36,000	1	(135,000)	135,000	1
	1	-	(36,000)	36,000	1	(135,000)	135,000	1
Total	113,642	(1,313)	(176,000)	176,000	112,329	(535,000)	535,000	112,329

Exploration and Evaluation Expenditures

During the nine months ended September 30, 2023, the Company's E&E expenditures were as follows:

	British Columbia			Ontario
	October	Henry				First
	Dome	Lee	Burn*	Sabin	Loon	Total
	$	$	$		$	$		$
Claim maintenance	-	-	-		4,823	13,183	18,006
Drilling	-	-	114,792	-	-		114,792
Helicopter, pad building	-	-	165,249	-	-		165,249
Geological	5,600	3,000	19,850	3,000	7,800	39,250
Field labour and supplies	-	-	8,947	-	-		8,947
Travel and transport	-	-	14,345	-	-		14,345
Assaying	-	-	18,705	-	-		18,705
Total	5,600	3,000	341,888	7,823	20,983	379,294

*Note 4(d)

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COMMANDER RESOURCES LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022 (EXPRESSED IN CANADIAN DOLLARS)

4. EXPLORATION AND EVALUATION ASSETS AND EXPENDITURES (continued)

During the nine months ended September 30, 2022, the Company's E&E expenditures were as follows:

		British Columbia			Ontario
	October						First
	Dome	Henry Lee	Omineca	Bornite	Sabin	Loon	Total
	$	$	$	$		$	$		$
Claim maintenance	262	-	-	-		9,803	785	10,850
Field sampling	-	-	-	-		-	35,887	35,887
Field labour and supplies	3,625	4,130	1,200	-		-	3,594	12,549
Geological	9,300	9,150	12,750	3,450	6,900	18,378	59,928
Helicopter	11,753	21,113	12,285	-		-	35,347	80,498
Travel and transport	4,709	-	3,838	-		-	4,935	13,482
Assaying	-	5,730	2,357	-		-	10,393	18,480
Total	29,649	40,123	32,430	3,450	16,703	109,319	231,674

1. Mount Polley, BC
   In October 2019, Commander entered into an option agreement with a wholly owned subsidiary of Imperial Metals Corporation ("Imperial Metals") granting Imperial the option to earn a 100% interest in certain mineral claims within the Mount Polley copper-gold property. Commander has a 100% interest in the property except for one claim which is 90% owned by Commander and 10% by an arm's length private company.
   Cash consideration totals $250,000, with 90% to Commander, and 10% to the private company, staged in three payments:
2. 1. $50,000 upon signing ($45,000 received, representing Commander's 90% interest);
   2. $100,000 by December 31, 2021 ($90,000 received, representing Commander's 90% interest); and
   3. $100,000 by December 31, 2022 ($90,000 received, representing Commander's 90% interest).

In December 2022, Imperial Metals fulfilled the payment term and earned a 100% interest in Mount Polley.

All tenures of Mount Polley were 100% owned by Commander except for one claim, (mineral number 1064105) which was 90% owned by Commander and 10% owned by an arm's length private company. Commander retains a "Production Fee" (royalty) on future production equal to $1.25 per tonne for the material mined from the property and milled in the Mount Polley mineral processing plant.

At any time after earning a 100% interest in Mt Polley, Imperial Metals shall have the right, upon payment of $1,000,000 to Commander, to reduce the Production Fee reserved to Commander to 50% of the Production Fee in effect at the date of the election (the "Reduced Production Fee"). The Production Fee or Reduced Production fee, as the case may be, shall be doubled in any month where the average copper price for that month exceeds a price of $7.00 per pound adjusted for inflation using the Canadian Consumer Price Index as of September 30, 2019 as the base rate. The Production Fee from mineral claim 1064105 shall be split 90% to Commander and 10% to the private company.

1. Henry Lee, BC
   The Company has a 100% interest in the Henry Lee copper project. In March 2019, the Company entered into a purchase agreement to acquire a 100% interest in two mineral claims adjacent to the Company's Henry Lee property. The total consideration was $56,500 ($25,000 in cash (paid) and 350,000 shares (issued) of Commander fair-valued at $31,500).
   The vendor retains a 1% NSR royalty and is entitled to receive a one-time advance royalty payment of $1,000,000 upon the commencement of commercial production. In 2022, additional claims were staked on the property for $1,140.
2. Omineca, BC
   The Company owns 100% of the property within the Quesnel Trough of BC.

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