Constantine Metal Resources : Annual Financial Statements and MD&A

Consolidated Financial Statements of

CONSTANTINE METAL RESOURCES LTD.

(Expressed in Canadian Dollars)

For the years ended October 31, 2021 and 2020

S u i t e 3 2 0 - 800 W e s t Pe n d e r St . , Van c ouv er, B . C . Ca n a da V6 C 2V6

Phone (604) 629 - 2348 Fax (604) 608 - 3 8 7 8

Independent Auditor's Report

To the Shareholders of Constantine Metal Resources Ltd.

Report on the Audit of the Consolidated Financial Statements

Opinion

We have audited the consolidated financial statements of Constantine Metal Resources Ltd. (the "Company"), which comprise the consolidated statements of financial position as at October 31, 2021 and 2020, and the consolidated statements of loss and comprehensive loss, changes in equity and cash flows for the years then ended, 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 October 31, 2021 and 2020, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with International Financial Reporting Standards (IFRS).

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 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.

Material Uncertainty Related to Going Concern

We draw attention to Note 1 in the consolidated financial statements, which indicates that the Company is dependent upon the future receipt of equity financing to maintain its operations. As stated in Note 1, these events or conditions, along with other matters as set forth in Note 1, 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.

Other Information

Management is responsible for the other information. The other information comprises the information included in "Management's Discussion and Analysis", but does not include the consolidated financial statements and our auditor's report thereon.

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. 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.

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 audits.

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 James D. Gray.

CHARTERED PROFESSIONAL ACCOUNTANTS

Vancouver, BC, Canada

February 23, 2022

Consolidated Statements of Financial Position

As at October 31, 2021 and 2020

(Expressed in Canadian dollars)

		2021		2020
Assets
Current assets:
Cash	$	1,168,348	$	268,101
Amounts receivable		322,053		89,046
Advances and prepaid expenses		28,175		18,285
		1,518,576		375,432
Exploration and evaluation properties (Note 4)		21,401,202		21,364,628
Land (Note 5)		28,506		28,506
Performance bonds		30,960		33,295
Right-of-use asset (Note 6)		137,680		167,719
	$	23,116,924	$	21,969,580
Liabilities
Current liabilities:
Trade payables and accrued liabilities	$	458,776	$	759,829
Current portion of lease liability (Note 6)		30,039		30,039
Amounts due to related parties (Note 9)		465,185		204,155
		954,000		994,023
Long-term liabilities:
Long-term portion of lease liability (Note 6)		121,778		144,486
Loan facility (Note 7)		995,339		865,522
		1,117,117		1,010,008
		2,071,117		2,004,031
Equity
Share capital (Note 8)		29,665,310		27,445,422
Subscription receipts		(105,214)		-
Stock options reserve		3,250,543		2,622,810
Warrants reserve		530,054		530,054
Accumulated deficit		(12,294,886)		(10,632,737)
		21,045,807		19,965,549
	$	23,116,924	$	21,969,580
Nature of Operations (Note 1)
Events Subsequent to the end of the Year (Note 14)
On Behalf of the Board of Directors:
"J. Garfield MacVeigh"	"G. Ross McDonald"
___________________________	___________________________
Director	Director

See accompanying notes to the consolidated financial statements. 4

Consolidated Statements of Loss and Comprehensive Loss

For the years ended October 31, 2021 and 2020

(Expressed in Canadian dollars)

		2021			2020
Expenses:
Amortization (Note 6)	$	30,039		$	30,039
Consulting		238,138			166,381
Finance expense (Note 7)		14,818			15,861
General and administrative		104,260			107,931
Insurance		27,536			22,677
Interest		19,678			20,393
Legal		277,627			256,752
Loan accretion (Note 7)		20,184			21,005
Loan interest (Note 7)		94,815			101,750
Professional fees - audit		27,900			39,495
Salaries, wages and benefits		153,052			300,432
Shareholder communications		6,288			6,057
Share-based payments (Note 8(b))		627,733			16,537
Travel		-			11,710
Loss from operations		(1,642,068)			(1,117,020)
Other Items:
Interest income	$	125		$	4,004
Foreign exchange		(20,206)			(4,749)
Gain on previously written off properties		-			20,000
Loss on sale of available-for-sale investments		-			(23,128)
Net loss for the year	$	(1,662,149)		$	(1,120,893)
Other comprehensive income (loss):
Change in value of available-for-sale investments		-			28,500
Net and comprehensive loss for the year	$	(1,662,149)		$	(1,092,393)
Basic and diluted loss per share	$	(0.03)	$		(0.02)
Weighted average number of common shares outstanding		51,064,550			46,130,323

See accompanying notes to the consolidated financial statements.

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