CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the six months ended April 30, 2023 and 2022

(Unaudited)

EXPRESSED IN CANADIAN DOLLARS

NOTICE OF NO AUDITOR REVIEW OF CONDENSED INTERIM FINANCIAL STATEMENTS

The accompanying unaudited condensed interim consolidated financial statements of Roscan Gold Corporation (the "Company") have been prepared by and are the responsibility of the Company's management.

The Company's independent auditor, RSM Canada LLP, has not performed a review of these unaudited condensed interim consolidated financial statements, in accordance with standards established by the Canadian Institute of Chartered Accountants for a review of interim consolidated financial statements by an entity's auditor.

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (unaudited, expressed in Canadian dollars)

April 30

October 31

As at

2023

2022

ASSETS

Current

$

115,051

Cash

$

46,953

Sales tax receivable

-

37,584

Prepaid expenses and deposits

212,837

56,888

$

327,888

$

141,425

LIABILITIES

Current

$

2,186,361

Accounts payable and accrued liabilities (note 7)

$

1,341,051

EQUITY (DEFICIENCY)

Share capital (note 8)

70,965,992

70,898,744

Contributed surplus

8,188,915

7,399,780

Deficit

(81,013,380)

(79,498,150)

(1,858,473)

(1,199,626)

$

327,888

$

141,425

Nature of operations and going concern (note 1)

Commitments and contingencies (notes 11, 12, 14)

Subsequent events (note 17)

See accompanying notes.

- 2 -

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (unaudited, expressed in Canadian dollars)

Three months ended

Six months ended

2023

April 30

2023

April 30

2022

2022

Expenses

Corporate and administrative (notes 10,13)

$

429,240

$

391,289

$

764,005

$

774,835

Exploration and evaluation (notes 8,11)

2,898,881

4,662,742

4,821,713

8,397,820

Project evaluation

-

158,237

-

158,237

Share-based payments (notes 8,13)

721,100

1,741,803

789,134

2,011,079

Amortization of right-of-use asset

-

6,822

-

13,645

(4,049,220)

(6,960,893)

(6,374,851)

(11,355,616)

Other Income (expense)

Sale of NS royalty, net (note 12)

-

4,880,000

Foreign exchange gain (loss)

(9,633)

(40,342)

(20,378)

(34,552)

Interest income

-

2,310

-

5,394

Interest on lease liabilities

-

(50)

-

(246)

Net income (loss) and comprehensive income (loss)

$

(4,058,852)

$

(6,998,975)

$ (1,515,229)

$(11,385,020)

Basic and diluted income (loss) per share (note 15)

$

(0.011)

$

(0.019)

$

(0.004)

$

(0.031)

Weighted average number of common shares

outstanding:

Basic

379,404,338

368,634,395

379,404,338

363,443,133

Diluted

384,404,338

368,634,395

384,404,338

363,443,133

See accompanying notes.

- 3 -

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (unaudited, expressed in Canadian dollars)

Share capital

Contributed

Number of

shares

Amount

surplus

Warrants

Deficit

Total

Balance, October 31, 2021

353,900,554

$

63,512,320

$

4,562,624

$

717,054

$

(62,715,779)

$

6,076,219

Exercise of unit warrants (notes 8, 9)

7,432,500

1,513,055

-

(323,855)

-

1,189,200

Share-based payments (note 8)

-

-

269,276

-

-

269,276

Net loss for the period

-

-

-

-

(4,386,045)

(4,386,045)

Balance, January 31, 2022

361,333,054

65,025,375

4,831,900

393,199

(67,101,824)

3,148,650

Shares issued by private placement (note 8)

12,500,000

5,000,000

-

-

-

5,000,000

Shares issued for services (note 8)

200,000

80,000

-

-

-

80,000

Shares issued for mineral property (notes 8, 11)

167,347

56,898

-

-

-

56,898

Share issuance costs (note 8)

-

(405,000)

-

-

-

(405,000)

Exercise of options (note 8)

4,850,000

1,141,471

(526,471)

-

-

615,000

Warrants expired (note 9)

-

-

393,199

(393,199)

-

-

Share-based payments (note 8)

-

-

2,701,152

-

-

2,701,152

Net loss for the period

-

-

-

-

(12,396,326)

(12,396,326)

Balance, October 31, 2022

379,050,401

70,898,744

7,399,780

-

(79,498,150)

(1,199,626)

Share-based payments (note 8)

-

-

789,134

-

-

789,134

Shares issued for mineral property (notes 8, 11)

353,937

67,248

67,248

Net loss for the period

-

-

-

-

(1,515,229)

(1,515,229)

Balance, April 30, 2023

379,404,338

$

70,965,992

$

8,188,915

$

-

$

(81,013,380)

$

(1,858,473)

See accompanying notes.

- 4 -

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited, expressed in Canadian dollars)

Three months ended

Six months ended

2023

April 30

2023

April 30

2022

2022

Operating activities

Loss for the period

$ (4,058,852)

$ (6,998,975)

$ (1,515,229)

$(11,385,020)

Adjustments to reconcile loss to net cash used:

Amortization of right-of-use asset

-

6,822

-

13,645

Share-based payments

721,100

1,741,803

789,134

2,011,079

Shares issued for mineral property (note 11)

67,248

56,898

67,248

56,898

Unrealized foreign exchange

(1,271)

10,060

200

5,747

(3,271,775)

(5,183,392)

(658,647)

(9,297,651)

Changes in non-cash working capital items

Sales tax receivable

64,813

(90,019)

37,584

(82,591)

Prepaid expenses and deposits

75,320

(84,396)

(159,193)

(31,380)

Accounts payable and accrued liabilities

1,564,805

1,204,970

845,312

606,696

(1,566,837)

(4,152,837)

65,056

(8,804,926)

Financing activities

Repayment of lease liabilities

-

(7,450)

-

(14,754)

Shares issued by prospectus offering

-

-

-

-

Shares issued by private placement

-

5,000,000

-

5,000,000

Proceeds from exercise of options

-

15,000

-

15,000

Proceeds from exercise of warrants

-

-

-

1,189,200

Share issuance costs

-

(325,000)

-

(325,000)

-

4,682,550

-

5,864,446

Net change in cash

(1,566,837)

529,713

65,056

(2,940,480)

Cash, beginning of period

1,676,213

3,403,690

46,953

6,867,764

Effect of exchange rate changes on cash

5,675

(10,060)

3,042

(3,941)

Cash, end of period

$

115,051

$

3,923,343

$

115,051

$

3,923,343

Supplemental disclosure

Shares issued for services

-

$

80,000

-

$

80,000

Shares issued for mineral property

$

67,248

-

$

67,248

-

See accompanying notes.

- 5 -

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Roscan Gold Corp. published this content on 29 June 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 29 June 2023 21:01:38 UTC.