Roscan Gold : Q2-2022 APR 30 Financial Statements

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

For the six months ended April 30, 2022 and 2021 (Unaudited)

NOTICE OF NO AUDITOR REVIEW OF CONDENSED INTERIM FINANCIAL STATEMENTS

Under National Instrument 51‐102, Part 4, subsection 4.3 (3) (a), if an auditor has not performed a review of the condensed interim financial statements, they must be accompanied by a notice indicating that an auditor has not reviewed the financial statements.

The accompanying unaudited condensed interim financial statements of the Company have been prepared by and are the responsibility of the Company's management.

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

MANAGEMENT'S RESPONSIBLITY FOR THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS

The accompanying unaudited consolidated interim financial statements have been prepared by management in accordance with the accounting policies disclosed in the notes to the Company's audited financial statements as at October 31, 2021. Where necessary, management has made informed judgments and estimates in accounting for transactions which were not complete at the financial position date. The interim financial statements have been prepared in accordance with International Accounting Standards 34 - Interim Financial Reporting using accounting policies consistent with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB") appropriate in the circumstances.

The Company maintains adequate systems of internal controls. Such systems are designed to provide reasonable assurance that transactions are properly authorized and recorded, the Company's assets are appropriately accounted for and adequately safeguarded, and that the financial information is relevant and reliable.

The Board of Directors of the Company is responsible for ensuring that management fulfills its responsibilities for financial reporting and is ultimately responsible for reviewing and approving the financial statements and the accompanying management's discussion and analysis. The Board of Directors carries out this responsibility principally through its Audit Committee.

The Audit Committee is appointed by the Board of Directors and all of its members are non‐management directors. The Audit Committee meets periodically with management to discuss internal controls, auditing matters and financial reporting issues, and to satisfy itself that each party is properly discharging its responsibilities. The Audit Committee also reviews the financial statements, management's discussion and analysis, the external auditors' reports, examines the fees and expenses for audit services, and considers the engagement or reappointment of the external auditors. The Audit Committee reports its findings to the Board of Directors for its consideration when approving the financial statements for issuance to the shareholders.

(signed) "Nana Sangmuah"	(signed) "Bruce Ramsden"
Nana Sangmuah	Bruce Ramsden
President & Chief Executive Officer	Executive VP and Chief Financial Officer
June 28, 2022	June 28, 2022

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

		April 30		October 31
As at		2022		2021
ASSETS
Current
Cash	$	3,923,343	$	6,867,764
Sales tax receivable		152,038		69,447
Prepaid expenses and deposits		240,906		211,827
		4,316,287		7,149,038
Right‐of‐use asset (notes 12, 13)		-		13,645
	$	4,316,287	$	7,162,683
LIABILITIES
Current
Accounts payable and accrued liabilities (note 7)	$	1,677,911	$	1,071,710
Lease liability (notes 12, 13)		-		14,754
		1,677,911		1,086,464
EQUITY
Share capital (note 8)		69,783,611		63,512,320
Contributed surplus		6,955,564		4,562,624
Warrants (note 9)		-		717,054
Deficit		(74,100,799)		(62,715,779)
		2,638,376		6,076,219
	$	4,316,287	$	7,162,683
Nature of operations and going concern (note 1)

Commitments and contingencies (note 14)

Subsequent events (note 17)

See accompanying notes.

Approved on behalf of the Board of Directors on June 28, 2022:

(Signed) "Michael Gentile"	(Signed) "Nana Sangmuah"
Michael Gentile	Nana Sangmuah
Director	President and Chief Executive Officer

• 2 ‐

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

		Three months ended		Six months ended
				April 30				April 30
		2022		2021		2022		2021
Expenses
Corporate and administrative (notes 10, 13)	$	391,289	$	715,367	$	774,835	$	1,193,570
Exploration and evaluation (notes 8, 11)		4,662,742		8,249,978		8,397,820		14,765,681
Project evaluation		158,237		120,025		158,237		120,025
Share‐based payments (notes 8,13)		1,741,803		938,400		2,011,079		938,400
Amortization of right‐of‐use asset (note 12)		6,822		6,823		13,645		13,645
Loss from operations		6,960,893		10,030,593		11,355,616		17,031,321
Foreign exchange loss (gain)		40,342		(79,059)		34,552		(229,599)
Interest income		(2,310)		(1,424)		(5,394)		(1,753)
Interest on lease liabilities (note 12)		50		621		246		1,377
Net loss and comprehensive loss	$	6,998,975	$	9,950,731	$	11,385,020	$	16,801,346
Basic and diluted loss per share (note 15)	$	(0.019)	$	(0.034)	$	(0.031)	$	(0.060)
Weighted average number of common
shares outstanding: Basic and diluted		368,634,395		291,863,567		363,443,133		279,075,435

See accompanying notes.

• 3 ‐

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

	Share capital
	Number of				Contributed
	shares		Amount		surplus		Warrants		Deficit		Total
Balance, October 31, 2020	244,699,346	$	31,142,239	$	3,015,094	$	3,124,939	$	(38,092,559)	$	(810,287)
Units issued by prospectus offering (note 8)	35,714,500		15,000,090		‐		‐		‐		15,000,090
Broker warrants (notes 8, 9)	‐		‐		‐		393,199		‐		393,199
Share issuance costs (note 8)	‐		(1,989,013)		‐		360,146		‐		(1,628,867)
Exercise of options (note 8)	2,700,000		790,378		(340,378)		‐		‐		450,000
Exercise of unit warrants (notes 8, 9)	34,545,115		8,342,309		‐		(1,817,359)		‐		6,524,950
Exercise of broker warrants (notes 8, 9)	4,020,679		1,635,376		‐		(827,279)		‐		808,097
Warrants expired (note 9)	‐		‐		41,449		(41,449)		‐		‐
Share‐based payments (note 8)	‐		‐		938,400		‐		‐		938,400
Net loss for the period	‐		‐		‐		‐		(16,801,346)		(16,801,346)
Balance, April 30, 2021	321,679,640		54,921,379		3,654,565		1,192,197		(54,893,905)		4,874,236
Units issued by private placement (note 8)	22,086,121		6,404,975		‐		‐		‐		6,404,975
Shares issued for mineral properties (notes 8, 11)	340,731		168,773		‐		‐		‐		168,773
Share issuance costs (note 8)	‐		(64,929)		‐		‐		‐		(64,929)
Exercise of options (note 8)	2,500,000		567,788		(255,288)		‐		‐		312,500
Exercise of unit warrants (notes 8, 9)	7,223,750		1,470,560		‐		(314,760)		‐		1,155,800
Exercise of broker warrants (notes 8, 9)	70,312		43,774		‐		(10,024)		‐		33,750
Warrants expired (note 9)	‐		‐		150,359		(150,359)		‐		‐
Share‐based payments (note 8)	‐		‐		1,012,988		‐		‐		1,012,988
Net loss for the period	‐		‐		‐		‐		(7,821,874)		(7,821,874)
Balance, October 31, 2021	353,900,554		63,512,320		4,562,624		717,054		(62,715,779)		6,076,219
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)	100,000		26,338		(11,338)		‐		‐		15,000
Exercise of unit warrants (notes 8, 9)	7,432,500		1,513,055		‐		(323,855)		‐		1,189,200
Warrants expired (note 9)	‐		‐		393,199		(393,199)		‐		‐
Share‐based payments (note 8)	‐		‐		2,011,079		‐		‐		2,011,079
Net loss for the period	‐		‐		‐		‐		(11,385,020)		(11,385,020)
Balance, April 30, 2022	374,300,401	$	69,783,611	$	6,955,564	$	-	$	(74,100,799)	$	2,638,376
See accompanying notes.
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