Financial Statements

Fission Uranium Corp.

For the Year Ended

December 31, 2023

(expressed in thousands of Canadian Dollars, except as noted)

Fission Uranium Corp.

Financial Statements

For the Year Ended

December 31, 2023

(expressed in thousands of Canadian Dollars, except as noted)

Table of contents

Statements of financial position

1

Statements of loss and comprehensive loss

2

Statements of changes in equity

3

Statements of cash flows

4

Notes to the financial statements

5-20

Independent auditor's report

To the Shareholders of Fission Uranium Corp.

Our opinion

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of Fission Uranium Corp. (the Company) as at December 31, 2023 and 2022, and its financial performance and its cash flows for the years then ended in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board (IFRS Accounting Standards).

What we have audited

The Company's financial statements comprise:

  • the statements of financial position as at December 31, 2023 and 2022;
  • the statements of loss and comprehensive loss for the years then ended;
  • the statements of changes in equity for the years then ended;
  • the statements of cash flows for the years then ended; and
  • the notes to the financial statements which include material accounting policies and other explanatory information.

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 report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Independence

We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in Canada. We have fulfilled our other ethical responsibilities in accordance with these requirements.

PricewaterhouseCoopers LLP

250 Howe Street, Suite 1400, Vancouver, British Columbia, Canada, V6C 3S7 T: +1 604 806 7000, F: +1 604 806 7806, ca_vancouver_main_fax@pwc.com

PwC" refers to PricewaterhouseCoopers LLP, an Ontario limited liability partnership.

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.

Key audit matter

Assessment of impairment indicators of exploration and evaluation assets

Refer to note 2 - Material accounting policy information, note 3 - Key estimates and judgements and note 7 - Exploration and evaluation assets to the financial statements.

The net book value of exploration and evaluation assets amounted to $378 million as at December 31, 2023. On an ongoing basis, management applies judgment in assessing whether any impairment indicators relating to exploration and evaluation assets exist. If any indication of impairment exists, then an estimate of the exploration and evaluation asset's recoverable amount is calculated. Indicators of impairment may include (i) the period during which the Company has the right to explore in the specific area has expired during the year or will expire in the near future, (ii) substantive expenditure on further exploration for and evaluation of mineral resources in the specific area is neither budgeted nor planned,

  1. the Company has decided to discontinue activities in an area as the exploration and evaluation activities in the area have not led to the discovery of commercially viable quantities of mineral resources and (iv) sufficient data exists to indicate that the carrying amount exceeds the recoverable amount. No impairment indicators were
    identified by management as at December 31, 2023.

We considered this a key audit matter due to the significance of the exploration and evaluation

How our audit addressed the key audit matter

Our approach to addressing the matter included the following procedures, among others:

  • Assessed the judgment made by management in determining the impairment indicators, which included the following:
    • Obtained mining titles to assess (i) the right to explore the area and (ii) title expiration dates.
    • Read the board of directors' meeting minutes and obtained budget approvals to evidence continued and planned exploration expenditure, which included evaluating the results of management's current-year work programs and longer term plans.
  • Assessed whether the exploration and evaluation activities in an area have not led to the discovery of commercially viable quantities of mineral resources, or if other facts and circumstances suggest that the carrying amount may exceed the recoverable amount, based on evidence obtained in other areas of the audit.

Key audit matter

How our audit addressed the key audit matter

assets and the judgments made by management in its assessment of impairment indicators related to exploration and evaluation assets. This in turn resulted in a high degree of subjectivity in performing audit procedures related to the judgments applied by management.

Other information

Management is responsible for the other information. The other information comprises the Management's Discussion and Analysis.

Our opinion on the financial statements does not cover the other information and we do 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, or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. 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, 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 Company'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 Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Company'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 these 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 Company'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 Company'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 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 Company 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.
  • Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

We 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.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine 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 report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partner on the audit resulting in this independent auditor's report is Eric Talbot.

/s/PricewaterhouseCoopers LLP

Chartered Professional Accountants

Vancouver, British Columbia

March 8, 2024

Fission Uranium Corp.

Statements of financial position

(Expressed in thousands of Canadian dollars, except as noted)

December 31

December 31

Note

2023

2022

$

$

Assets

Current assets

Cash and cash equivalents

74,014

41,356

Amounts receivable

262

170

Prepaid expenses

277

802

74,553

42,328

Non-current assets

Investment in F3 Uranium Corp.

4

-

3,400

Right-of-use assets

5

317

266

Property and equipment

6

112

79

Exploration and evaluation assets

7

378,448

357,311

378,877

361,056

Total Assets

453,430

403,384

Liabilities

Current liabilities

Accounts payable and accrued liabilities

2,546

1,414

Lease obligations - current portion

8

89

54

2,635

1,468

Non-current liabilities

Lease obligations

8

247

225

Flow-through share premium liability

9(b)

2,706

-

2,953

225

Total Liabilities

5,588

1,693

Shareholders' Equity

Share capital

9

551,585

503,495

Other capital reserves

9

48,098

41,116

Deficit

(151,841)

(142,920)

447,842

401,691

Total Liabilities and Shareholders' Equity

453,430

403,384

Subsequent events (Note 15)

Approved by the Board of Directors and authorized for issue on March 8, 2024

"Frank Estergaard"

Director

"William Marsh"

Director

The accompanying notes form an integral part of these financial statements

Page 1

Fission Uranium Corp.

Statements of loss and comprehensive loss

(Expressed in thousands of Canadian dollars, except as noted)

Year Ended

Year Ended

December 31

December 31

Note

2023

2022

$

$

Expenses

Wages, consulting and directors fees

2,773

2,297

Public relations and corporate development

1,676

1,032

Office and administration

899

804

Professional fees

545

232

Share-based compensation

9(d)

6,375

4,947

Depreciation

98

80

12,366

9,392

Other items - income/(expense)

Foreign exchange loss

(2)

(4)

Interest and miscellaneous income

2,695

917

Interest - lease obligations

(18)

(18)

Gain on investment in F3 Uranium Corp.

4

770

1,081

Financing costs - credit facility

-

(1,450)

Loss on short-term investments

-

(304)

Gain on warrant liability

-

411

3,445

633

Net loss and comprehensive loss for the year

(8,921)

(8,759)

Basic and diluted loss per common share

(0.01)

(0.01)

Weighted average number of common

shares outstanding

730,242,709

681,339,953

The accompanying notes form an integral part of these financial statements

Page 2

Fission Uranium Corp.

Statements of changes in equity

(Expressed in thousands of Canadian dollars, except as noted)

Total

Share capital

Other capital

shareholders'

Note

Shares

Amount

reserves

Deficit

equity

$

$

$

$

Balance, January 1, 2022

674,699,631

484,821

36,404

(134,161)

387,064

Common shares issued

9(b)

10,899,300

7,999

-

-

7,999

Share issuance costs

9(b)

-

(348)

-

-

(348)

Stock options exercised

9(c)

1,239,463

1,344

(864)

-

480

Warrants exercised

9(c)

16,627,059

9,578

(1,009)

-

8,569

Director remuneration shares issued

11

121,792

101

-

-

101

Share-based compensation

9(d)

-

-

6,585

-

6,585

Net loss and comprehensive loss

-

-

-

(8,759)

(8,759)

Balance, December 31, 2022

703,587,245

503,495

41,116

(142,920)

401,691

Common shares issued

9(b)

50,141,400

41,097

-

-

41,097

Flow-through shares issued

9(b)

7,731,092

9,200

-

-

9,200

Flow-through share premium liability

9(b)

(2,706)

-

-

(2,706)

Share issuance costs

9(b)

-

(2,650)

-

-

(2,650)

Stock options exercised

9(c)

4,564,625

2,652

(1,907)

-

745

Warrants exercised

9(c)

330,000

340

(59)

-

281

Director remuneration shares issued

11

205,601

157

-

-

157

Share-based compensation

9(d)

-

-

8,948

-

8,948

Net loss and comprehensive loss

-

-

-

(8,921)

(8,921)

Balance, December 31, 2023

766,559,963

551,585

48,098

(151,841)

447,842

The accompanying notes form an integral part of these financial statements

Page 3

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Fission Uranium Corp. published this content on 09 March 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 09 March 2024 03:11:06 UTC.