Condensed Interim Financial Statements

For the Three and Six Months Ended June 30, 2022 and 2021

Unaudited

Presented in Canadian Dollars

August 12, 2022

MANAGEMENT'S RESPONSIBILITY FOR THE CONDENSED INTERIM FINANCIAL STATEMENTS

The accompanying unaudited condensed interim financial statements of Nighthawk Gold Corp. ("Nighthawk") are the responsibility of the Board of Directors and executive management. The unaudited condensed interim financial statements have been prepared by management, on behalf of the Board of Directors, in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board. These unaudited condensed interim financial statements do not include all of the disclosures required for annual financial statements and therefore should be read in conjunction with Nighthawk's audited annual consolidated financial statements and notes thereto for the year ended December 31, 2021. These unaudited condensed interim financial statements follow the same significant accounting policies and methods of application as those included in Nighthawk's most recent audited annual consolidated financial statements, except as described in note 3. Management acknowledges responsibility for the preparation and presentation of the financial statements, including responsibility for significant accounting judgments and estimates and the choice of accounting principles and methods that are appropriate to Nighthawk's circumstances. In the opinion of management, the unaudited condensed interim financial statements have been prepared within acceptable limits of materiality and are in accordance with International Accounting Standard 34, Interim Financial Reporting using accounting policies consistent with IFRS appropriate in the circumstances.

Management has established processes, which are in place to provide it sufficient knowledge to support management representations that it has exercised reasonable diligence that (i) the unaudited condensed interim financial statements do not contain any untrue statement of material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it is made, as of the date of, and for the periods presented by, the unaudited condensed interim financial statements and (ii) the unaudited condensed interim financial statements fairly present in all material respects the financial condition, results of operations and cash flows of Nighthawk, as of the date of, and for the period presented by the unaudited condensed interim financial statements.

The Board of Directors is responsible for reviewing and approving the financial statements and for ensuring that management fulfills its financial reporting responsibilities. An Audit Committee assists the Board of Directors in fulfilling this responsibility. The Audit Committee meets with management to review the internal controls over the financial reporting process, the financial statements and the auditors' report. The Audit Committee also reviews Nighthawk's Management's Discussion and Analysis to ensure that the financial information reported therein is consistent with the information presented in the financial statements. The Audit Committee reports its findings to the Board of Directors for its consideration in approving the financial statements for issuance to the shareholders.

Management recognizes its responsibility for conducting Nighthawk's affairs in compliance with established financial standards, and applicable laws and regulations, and for maintaining proper standards of conduct for its activities.

(Signed) "Keyvan Salehi"

Keyvan Salehi

President & Chief Executive Officer

(Signed) "Michael Leskovec"

Michael Leskovec

Chief Financial Officer

1

NIGHTHAWK GOLD CORP.

CONDENSED INTERIM STATEMENTS OF FINANCIAL POSITION

Presented in Canadian Dollars

June 30,

December 31,

As at

2022

2021

(Unaudited)

(Audited)

ASSETS

Current Assets

$

31,561,144

Cash and cash equivalents

$

13,827,773

Amounts receivable

834,790

227,784

Prepaid expenses and supplies

1,513,309

1,182,964

33,909,243

15,238,521

Non-current Assets

4,749,566

Restricted cash (note 5)

4,749,566

Property, plant and equipment (note 6)

107,107

-

Exploration and evaluation assets (note 7)

12,713,519

12,306,231

17,570,192

17,055,797

$

51,479,435

$

32,294,318

LIABILITIES

Current Liabilities

$

4,404,966

Accounts payable and accrued liabilities

$

1,012,485

Non-current Liabilities

5,145,931

Flow-through share premium liability

1,512,854

Provision for service obligation (note 8)

3,012,314

3,012,314

Reclamation provision (note 9)

910,329

910,329

9,068,574

5,435,497

SHAREHOLDERS' EQUITY

155,056,071

Share capital (note 10(a))

133,839,348

Warrant reserve (note 10(b))

6,119,425

4,002,500

Share-based payment reserve (note 10(c))

21,247,616

20,834,490

Accumulated deficit

(144,417,217)

(132,830,002)

38,005,895

25,846,336

$

51,479,435

$

32,294,318

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

On behalf of the Board:

(Signed) "Morris Prychidny"

(Signed) "Brian Howlett"

Director

Director

2

NIGHTHAWK GOLD CORP.

CONDENSED INTERIM STATEMENTS OF LOSS AND COMPREHENSIVE LOSS

Presented in Canadian Dollars

Unaudited

Three months ended

Six months ended

June 30,

June 30,

2022

2021

2022

2021

Operating Expenses

General and Administrative Expenses

$

700,634

$

1,154,530

Salaries, director and consulting fees (note 12)

$

363,375

$

734,654

Shareholder communication and marketing

81,407

65,809

233,750

158,392

Professional fees

107,342

36,761

176,263

89,888

Regulatory

87,295

72,797

170,862

132,095

Office and administration

81,149

83,884

156,545

145,266

Travel

59,742

90

106,381

669

Stock-based compensation (note 10(c))

83,615

724,956

518,842

971,923

1,201,184

1,347,672

2,517,173

2,232,887

Exploration and Evaluation Expenses (note 7)

9,083,626

10,928,203

11,284,191

13,955,882

Operating Loss

10,284,810

12,275,875

13,801,364

16,188,769

Other Income

1,652,486

2,112,209

Flow-through share premium

2,613,807

3,215,083

Interest income

48,096

12,619

57,741

23,265

Other income

13,128

-

22,636

-

Gain on debt settlement (note 7)

-

-

21,563

26,000

Total Other Income

1,713,710

2,626,426

2,214,149

3,264,348

Net Loss and Comprehensive Loss

$

(8,571,100)

$

(9,649,449)

$

(11,587,215)

$

(12,924,421)

Net Loss Per Share (note 11):

Basic and Fully Diluted

$

(0.08)

$

(0.16)

$

(0.12)

$

(0.23)

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

3

NIGHTHAWK GOLD CORP.

CONDENSED INTERIM STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

Presented in Canadian Dollars

Unaudited

Share-based

Accumulated

Share capital

Warrant reserve

payment reserve

deficit

Total equity

Balance at December 31, 2020

$

104,003,121

$

516,712

$

18,567,340

$ (103,954,066)

$

19,133,107

Issuance of shares on April 8, 2021, net of cash share issuance

costs of $745,962 (note 10(a))

10,200,538

-

-

-

10,200,538

Flow-through share premium

(2,148,100)

-

-

-

(2,148,100)

Fair value of warrants issued

(814,185)

814,185

-

-

-

Issuance of common shares for Kim and Cass Option (note 7)

374,000

-

-

-

374,000

Exercise of share units

69,000

-

(69,000)

-

-

Stock-based compensation (note 10(c))

-

-

971,923

-

971,923

Net loss for the period

-

-

-

(12,924,421)

(12,924,421)

Balance at June 30, 2021

$

111,684,374

$

1,330,897

$

19,470,263

$ (116,878,487)

$

15,607,047

Issuance of shares on July 7, 2021, net of cash share issue

costs of $2,010,680 (note 10(a))

24,994,503

-

-

-

24,994,503

Issuance of shares on December 9, 2021, net of cash share

issue costs of $395,724 (note 10(a))

5,234,276

-

-

-

5,234,276

Flow-through share premium

(5,039,240)

-

-

-

(5,039,240)

Fair value of warrants issued

(3,188,315)

3,188,315

-

-

-

Exercise of share units

153,750

-

(153,750)

-

-

Expiry of warrants

-

(516,712)

516,712

-

-

Stock-based compensation (note 10(c))

-

-

975,302

-

975,302

Stock-based payment for services

-

-

25,963

-

25,963

Net loss for the period

-

-

-

(15,951,515)

(15,951,515)

Balance at December 31, 2021

$

133,839,348

$

4,002,500

$

20,834,490

$ (132,830,002)

$

25,846,336

4

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Nighthawk Gold Corp. published this content on 13 August 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 13 August 2022 08:52:01 UTC.