GCM Mining : Q4 Financial Statements

GCM Mining Corp.

(Formerly Gran Colombia Gold Corp.)

Consolidated Financial Statements

For the years ended December 31, 2021 and 2020

Management's Report

Management is responsible for preparing the consolidated financial statements and accompanying notes. The accompanying consolidated financial statements have been prepared by management in accordance with International Financial Reporting Standards and, where appropriate, include management's best estimates and judgments, particularly in those circumstances where transactions affecting a current period are dependent upon future events. Management has established and maintains a system of internal controls that is designed to provide reasonable assurance that assets are safeguarded from loss or unauthorized use and the financial information is reliable and accurate.

The Company's external auditors, KPMG LLP, have audited the consolidated financial statements in accordance with Canadian generally accepted auditing standards. KPMG LLP has full and free access to the Audit Committee.

The Audit Committee of the Board of Directors, consisting exclusively of independent directors, has reviewed in detail the consolidated financial statements with management and the external auditors. The Board of Directors on the recommendation of the Audit Committee has approved the consolidated financial statements.

"Lombardo Paredes Arenas" "Michael Davies"

Chief Executive Officer Chief Financial Officer

Toronto, Canada

March 31, 2022

KPMG LLP	Telephone [phone]
Bay Adelaide Centre	Fax [phone]
Suite 4600	www.kpmg.ca
333 Bay Street
Toronto ON
M5H 2S5

INDEPENDENT AUDITORS' REPORT

To the Shareholders of GCM Mining Corp. (formerly Gran Colombia Gold Corp.)

Opinion

We have audited the consolidated financial statements of GCM Mining Corp. (formerly Gran Colombia Gold Corp.) (the Entity), which comprise:

• • the consolidated statements of financial position as at December 31, 2021 and December 31, 2020

• • the consolidated statements of operations for the years then ended

• • the consolidated statements of comprehensive income (loss) for the years then ended

• • the consolidated statements of 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 significant accounting policies

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

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Entity as at December 31, 2021 and December 31, 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 "Auditors' Responsibilities for the Audit of the Financial Statements" section of our auditors' 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.

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, 2021. 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.

We have determined the matters described below to be the key audit matters to be communicated in our auditors' report.

Accounting for the loss of control of Aris Gold Description of the matter

We draw attention to Note 5a to the financial statements. On February 4, 2021, the escrow release conditions for the Aris Transaction were satisfied and Aris issued 37,777,778 common shares to the holders, decreasing the Entity's investment in Aris from 53.5% to 44.3%. The reduction in the Entity's equity interest of Aris resulted in a loss of control. The Entity derecognized the related assets, liabilities and non-controlling interest related to Aris on February 4, 2021 and recognized a gain on loss of control of Aris in the amount of $56,886 thousand. The Entity ceased consolidating Aris in its financial statements and commenced equity accounting for its investment.

Why the matter is a key audit matter

We identified the accounting for the loss of control of Aris as a key audit matter. This represented a significant risk of material misstatement and significant auditor effort was required in performing our audit procedures.

How the matter was addressed in the audit

The following are the primary procedures we performed to address this key audit matter.

We read the Aris subscription receipt agreements to understand the terms of the transaction.

We evaluated the determination of the accounting for the loss of control of Aris, including fair value of equity interests retained in Aris, the carrying amount of net assets of Aris and non-controlling interests in the subsidiary, and the fair value of any intercompany transactions remaining after the loss of control date.

Evaluation of acquisition-date fair value of exploration and evaluation asset and deferred revenue

Description of the matter

We draw attention to Note 6 to the financial statements. On June 4, 2021, the Entity completed the acquisition of all of the issued and outstanding common shares of Gold X not already owned by the Entity. The acquisition of Gold X was accounted for as an asset acquisition, whereby the total purchase price was allocated based on the relative fair value of the assets and the liabilities acquired. In connection with this acquisition, the Entity recorded exploration and evaluation asset of $263,546 thousand and deferred revenue of $84,000 thousand.

Why the matter is a key audit matter

We identified the evaluation of the acquisition-date fair value of exploration and evaluation asset and deferred revenue as a key audit matter. This matter represented a significant risk of material misstatement given the magnitude of the exploration and evaluation asset and deferred revenue acquired. In addition, the involvement of those with specialized skills and knowledge was required in performing and evaluating the results of our audit procedures due to the sensitivity of the fair value to possible changes in significant assumptions used in the models.

How the matter was addressed in the audit

The following are the primary procedures we performed to address this key audit matter.

We evaluated the appropriateness of the life of mine production used in the deferred revenue model by comparing to historically published mineral resources. We assessed the competence, capabilities and objectivity of management's experts who prepared the mineral reserves and mineral resources estimate, including the industry and regulatory standards they applied.

We involved valuation professionals with specialized skills and knowledge, who assisted with:

• • Assessing management's forecasted gold and silver prices used to determine the fair value of deferred revenue by comparing to estimates that were independently obtained using publicly available third-party sources

• • Assessing the discount rate used to determine the fair value of deferred revenue by comparing to independent assumptions obtained from publicly available third-party sources

• • Assessing the implied value per ounce used to determine the fair value of the exploration and evaluation asset by comparing to implied value per ounce from comparable market transactions.

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 auditors' 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 auditors' 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 International Financial Reporting Standards (IFRS), and for such 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.

Auditors' 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 auditors' 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.