Foran Mining : Earnings Document

Consolidated Financial Statements

For the years ended December 31, 2023 and 2022

Expressed in thousands of Canadian Dollars

KPMG LLP

777 Dunsmuir Street

Vancouver, BC V7Y 1K3

Canada

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www.kpmg.ca

INDEPENDENT AUDITOR'S REPORT

To the Shareholders of Foran Mining Corporation

Opinion

We have audited the consolidated financial statements of Foran Mining Corporation (the Entity), which 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 notes to the consolidated financial statements, including a summary of material accounting policy information

(Hereinafter referred to as the "financial statements").

In our opinion, the accompanying financial statements present fairly, in all material respects, the consolidated financial position of the Entity as at December 31, 2023 and 2022, and its consolidated financial performance and its consolidated 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 Financial Statements" section of our auditor's report.

We are independent of the Entity 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.

KPMG LLP, an Ontario limited liability partnership and member firm of the KPMG global organization of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee. KPMG Canada provides services to KPMG LLP.

Foran Mining Corporation

March 21, 2024

Material Uncertainty Related to Going Concern

We draw attention to Note 1 in the financial statements, which indicates that the Entity has incurred recurring losses and has an accumulated deficit. The Entity will be required to obtain additional financing to complete the exploration and development of its exploration and evaluation assets.

As stated in Note 1 in the financial statements, these events or conditions, along with other matters as set forth in Note 1 in the financial statements, indicate that a material uncertainty exists that may cast significant doubt on the Entity'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 for the year ended December 31, 2023. 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.

Except for the matter described in the "Material Uncertainty related to Going Concern" section of the auditor's report, we have determined that there are no other key audit matters to communicate in our auditor's report.

Other Information

Management is responsible for the 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 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 audit of the 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 and remain alert for indications that the other information appears to be materially misstated.

We obtained the information included in Management's Discussion and Analysis filed with the relevant Canadian Securities Commissions as at the date of this auditor's report.

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 auditor's report.

We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the Financial Statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board, and for such

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March 21, 2024

internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Entity'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 Entity or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Entity's financial reporting process.

Auditor's Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the 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 the 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 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 Entity'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 Entity'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

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March 21, 2024

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 Entity to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
• 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.
• Provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
• Determine, from the matters communicated with those charged with governance, 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 auditor's report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Chartered Professional Accountants

The engagement partner on the audit resulting in this auditor's report is Michael D. Woeller.

Vancouver, Canada March 21, 2024

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Consolidated Statements of Financial Position

(Expressed in thousands of Canadian dollars)

		Note			December 31, 2023		December 31, 2022
Assets
Current assets			266,487
Cash and cash equivalents		$	$	87,322
Accounts and other receivables			2,082		802
Prepaid expenses and deposits			2,163		241
Total current assets			270,732		88,365
Advances to suppliers	5		7,034		2,591
Prepaid expenses			1,668		-
Investments			566		163
Right-of-use assets			121		516
Restricted cash	4		4,287		4,287
Exploration and evaluation assets	5		258,081		140,812
Total assets		$	542,489	$	236,734
Liabilities and Shareholders' Equity
Current liabilities			30,184
Accounts payable and accrued liabilities	5	$	$	8,902
Leases			244		600
Flow-through share premium liability	6		7,084		-
Share-based payment liabilities	7		7,660		5,210
Total current liabilities			45,172		14,712
Decommissioning obligation	8		1,034		843
Credit facilities	9		38,222		33,478
Total liabilities			84,428		49,033
Shareholders' equity			520,890		240,639
Share capital	10
Share-based payments reserve			10,140		6,461
Accumulated other comprehensive income			111		58
Deficit			(73,080)		(59,457)
Total shareholders' equity			458,061		187,701
Total liabilities and shareholders' equity		$	542,489	$	236,734
The accompanying notes form an integral part of these consolidated financial statements.
Approved on behalf of the Board:
	/s/ David Petroff				/s/ Dan Myerson
	Director				CEO & Executive Chairman

FORAN MINING CORPORATION | CONSOLIDATED FINANCIAL STATEMENTS	PAGE 6

Consolidated Statements of Loss and Comprehensive Loss

(Expressed in thousands of Canadian dollars, except share information)

For the years ended December 31,	Note	2023		2022
General and administration expenses		4,971
Consulting	$	$	1,248
Depreciation		-		58
Directors' fees	15	233		367
Investor relations		666		440
Office and administration		1,621		1,094
Professional fees		827		911
Salaries and benefits		3,287		2,569
Share-based payment expense		6,004		3,789
		17,609		10,476
Other (income) expenses		(3,986)
Other (income) expenses	12		(688)
		(3,986)		(688)
Net loss for the year	$	13,623	$	9,788
Other comprehensive loss:		(53)
Unrealized (gain) loss on investments			41
Total comprehensive loss for the year	$	13,570	$	9,829
Net loss per share:		0.05
Basic	$	$	0.04
Diluted	$	0.05	$	0.04
Weighted average shares outstanding		280,446,444		242,456,622

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

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FORAN MINING CORPORATION | CONSOLIDATED FINANCIAL STATEMENTS	PAGE 7

Consolidated Statements of Changes in Equity

(Expressed in thousands of Canadian dollars, except share information)

	Note	Share Capital			Reserves	Accumulated OCI		Deficit		Total
	Shares		Amount
Balance, December 31, 2021		237,545,698	$	205,841	$	4,084	$	99	$	(49,669)	$	160,355
Shares issued pursuant to exercise of stock options	10	1,680,666		1,198		(460)		-		-		738
Shares issued pursuant to exercise of DSUs	7	7,251		16		-		-		-		16
Shares issued pursuant to exercise of warrants	10	16,960,000		33,584		-		-		-		33,584
Share-based payment expense	10	-		-		2,837		-		-		2,837
Other comprehensive loss		-		-		-		(41)		-		(41)
Net loss for the year		-		-		-		-		(9,788)		(9,788)
Balance, December 31, 2022		256,193,615	$	240,639	$	6,461	$	58	$	(59,457)	$	187,701
Shares issued	10	72,790,978		300,676		-		-		-		300,676
Flow-through share premium liability	6,10	-		(12,252)		-		-		-		(12,252)
Shares issued pursuant to exercise of stock options	10	1,261,665		1,656		(686)		-		-		970
Shares issued pursuant to exercise of DSUs	7	100,000		343		-		-		-		343
Shares issued pursuant to exercise of warrants	10	2,120,000		318		-		-		-		318
Share issuance costs	10	-		(10,490)		-		-		-		(10,490)
Share-based payment expense	10	-		-		4,851		-		-		4,851
Reclassification to liability on modification of RSUs	7	-		-		(486)		-		-		(486)
Other comprehensive income		-		-		-		53		-		53
Net loss for the year		-		-		-		-		(13,623)		(13,623)
Balance, December 31, 2023		332,466,258	$	520,890	$	10,140	$	111	$	(73,080)	$	458,061

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

FORAN MINING CORPORATION | CONSOLIDATED FINANCIAL STATEMENTS	PAGE 8

Consolidated Statements of Cash Flows

(Expressed in thousands of Canadian dollars)

For the years ended December 31,	Note	2023		2022
Cash provided by (used in)
Operations		(13,623)
Net loss for the year	$	$	(9,788)
Adjustments for:		143
	Loss on sale of equipment			-
	Depreciation		-		58
	Flow-through share premium recovery	6	(5,168)		-
	Share-based payment expense		6,004		3,789
	Interest expense	12	5,598		176
	Unrealized foreign exchange		(1,355)		(113)
Changes in non-cash working capital:		(793)
	Accounts receivables			533
	Prepaid expenses and deposits		(133)		11
	Accounts payable and accrued liabilities		3,043		3,352
Investing		(6,284)		(1,982)
	(350)
Purchase of investments			-
Restricted cash	4	-		(4,287)
Exploration and evaluation expenditures		(105,090)		(57,493)
Financing		(105,440)		(61,780)
	-
Debt drawdown, net of transaction costs	9		33,493
Lease payments		(448)		(649)
Shares issued pursuant to private placements	10	300,038		-
Share issue costs paid	10	(10,490)		-
Exercise of stock options	10	970		738
Exercise of warrants	10	318		33,584
			290,388		67,166
Increase in cash and cash equivalents		178,664		3,404
Impact of foreign exchange on cash and cash equivalents	501		(78)
Cash and cash equivalents, beginning of year		87,322		83,996
Cash and cash equivalents, end of year	$	266,487	$	87,322
Cash and cash equivalents is comprised of:		266,487
Cash			87,322
		$	266,487	$	87,322

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

FORAN MINING CORPORATION | CONSOLIDATED FINANCIAL STATEMENTS	PAGE 9

Notes to Consolidated Financial Statements

For the years ended December 31, 2023 and 2022

(Expressed in thousands of Canadian dollars, except share information or as otherwise indicated)

1. NATURE OF OPERATIONS AND GOING CONCERN
   Foran Mining Corporation (the "Company") is a public company listed on the Toronto Stock Exchange and OTCQX, incorporated under the laws of British Columbia. The Company is involved in activities that include the acquisition, exploration and development of mineral properties.
   The Company's head office, registered and records office is located at 904 - 409 Granville Street, Vancouver, British Columbia, V6C 1T2.
   These consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. The Company realized a net loss of $13,623 for the year ended December 31, 2023 (December 31, 2022: $9,788). As at December 31, 2023, the Company had an accumulated deficit of $73,080 (December 31, 2022: $59,457). In assessing whether the going concern assumption is appropriate, management took into account all available information about the future, which is at least, but not limited to, twelve months from the reporting date.
   The Company has incurred significant operating losses in its exploration operations and its ability to continue as a going concern is dependent upon obtaining additional financing to complete the exploration and development of its exploration and evaluation assets and achieve future profitable production, or receiving proceeds from the disposition of its exploration and evaluation assets. While the Company has been successful in securing financing to date, there can be no assurances that it will be able to do so in the future, therefore, a material uncertainty exists that may cast significant doubt about the Company's ability to continue as a going concern.
   These consolidated financial statements do not reflect the adjustments to the carrying values of assets and liabilities, the reported expenses and the consolidated statement of financial position classifications that would be necessary if the going concern assumption was inappropriate. These adjustments could be material.
2. BASIS OF PREPARATION
   These consolidated financial statements have been prepared in accordance with IFRS Accounting Standards ("IFRS"), as issued by the International Accounting Standards Board ("IASB").
   These consolidated financial statements were prepared on a historical cost basis using the accrual basis of accounting, except for investments which are measured at fair value (Note 11) at the end of each reporting period and Deferred Share Units ("DSUs") and Restricted Share Units ("RSUs") which are measured based on the period end market value of the Company's shares.
   The Board of Directors (the "Board") approved these consolidated financial statements on March 21, 2024.

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