Kincora Copper Limited

(An Exploration Stage Company)

INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Expressed in Canadian Dollars

(Unaudited - Prepared by Management)

For the nine-month periods ended September 30, 2023 and 2022

NOTICE OF NO AUDITOR REVIEW OF 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 interim financial statements, they must be accompanied by a notice indicating that the interim financial statements have not been reviewed by an auditor.

The accompanying unaudited interim condensed consolidated 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 interim condensed consolidated financial

statements in accordance with the standards established by and the Chartered Professional Accountants of Canada for

a review of the interim financial statements by an entity's auditor.

Kincora Copper Limited

Statement 1

(An Exploration Stage Company)

Interim Condensed Consolidated Statements of Financial Position

As at

(Figures in tables are expressed in thousands of Canadian dollars)

September 30, 2023

December 31, 2022

(Unaudited)

(Audited)

ASSETS

Current

Cash

$

1,783

$

2,224

Receivables, prepaids and deposits

293

155

2,076

2,379

Security deposits (Notes 6 and 12)

88

175

Equipment (Note 11)

92

77

Exploration and evaluation assets (Note 6)

15,007

13,463

$

17,263

$

16,094

LIABILITIES

Current

Accounts payable (Note 7 and 9) Accrued liabilities

SHAREHOLDERS' EQUITY Share capital (Note 7) Share-basedpayment reserve Obligation to issue shares (Note 7 and 9) Foreign currency translation reserve Deficit

$

160

$

405

8

59

168

464

190,183

187,930

14,432

14,164

314

195

(367)

(284)

(187,467)

(186,375)

17,095

15,630

$

17,263

$

16,094

Nature of Operations and Going Concern (Note 1)

Contingencies (Note 12)

Approved and authorized by the Board of Directors on November 14, 2023

"Ray Nadarajah"

"Sam Spring"

Ray Nadarajah

Sam Spring

Director

Director

The accompanying notes are an integral part of these interim condensed consolidated financial statements.

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Kincora Copper Limited

Statement 2

(An Exploration Stage Company)

Interim Condensed Consolidated Statements of Loss and Comprehensive Loss For the,

(Figures in tables are expressed in thousands of Canadian dollars, except per share amounts) (Unaudited - Prepared by Management)

Three-month

Three-month

Nine-month

Nine-month

period ended

period ended

period ended

period ended

September 30,

September 30,

September 30,

September 30,

2023

2022

2023

2022

Expenses

Consultants (Note 9)

$

38

$

37

$

113

$

125

Consultants - Geologists (Note 9)

5

5

15

15

Consultants - Technical

18

18

56

56

Corporate administrative and office services

45

50

225

222

Directors and audit committee fees

(recovery) (Note 9)

24

30

72

90

Foreign exchange gain

(83)

(49)

(122)

(54)

Insurance

55

97

70

161

Investor relations

22

25

113

97

Legal and accounting

88

18

149

63

Management fees (Note 9)

55

55

165

165

Share-based compensation (Notes 7 and 9)

21

108

108

496

Transfer agent and filing fees

77

1

128

56

(365)

(395)

(1,092)

(1,492)

Net loss for the period

$

(365)

$

(395)

$

(1,092)

$

(1,492)

Foreign currency translation

(27)

(52)

(83)

(114)

Comprehensive loss for the period

$

(392)

$

(447)

$

(1,175)

$

(1,606)

Loss per share - basic and diluted

$

(0.00)

$

(0.00)

$

(0.01)

$

(0.01)

Weighted average number of common shares

outstanding

191,477

122,937

171,345

121,825

The accompanying notes are an integral part of these interim condensed consolidated financial statements.

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Kincora Copper Limited

Statement 3

(An Exploration Stage Company)

Interim Condensed Consolidated Statements of Cash Flows

For the nine-month periods ended September 30,

(Figures in tables are expressed in thousands of Canadian dollars) (Unaudited - Prepared by Management)

Cash provided by (used in):

2023

2022

Operating activities

Loss for the period:

$

(1,092)

$

(1,492)

Items not affected by cash:

Obligation to issue shares

119

119

Share-based compensation

108

494

Changes in non-cash working capital items:

Receivables, prepaids and deposits

(51)

313

Accounts payable and accrued liabilities

(296)

(437)

Net cash used in operating activities

(1,212)

(1,003)

Investing activities

Acquisition of equipment

(71)

(44)

Security deposits

87

(34)

Government grant received

115

183

Exploration and evaluation asset expenditures

(1,690)

(2,631)

Net cash used in investing activities

(1,559)

(2,526)

Financing activity

Proceeds from private placement, net of issue costs

2,413

-

Net cash provided by financing activity

2,413

-

Effect of foreign exchange translation

(83)

(114)

Change in cash and cash equivalents

(441)

(3,643)

Cash and cash equivalents - beginning of period

2,224

4,831

Cash and cash equivalents - end of period

$

1,783

$

1,188

Supplemental Disclosure of Cash Flow Information (Note 10)

The accompanying notes are an integral part of these interim condensed consolidated financial statements.

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Kincora Copper Limited

Statement 4

(An Exploration Stage Company)

Interim Condensed Consolidated Statements of Changes in Shareholders' Equity

For the nine-month periods ended September 30, 2023 and 2022

(Figures in tables are expressed in thousands of Canadian dollars, except number of share amounts) (Unaudited - Prepared by Management)

Foreign

currency

Share capital

Obligation to

Share-based

translation

(Number of

Share capital

issue shares

payment reserve

reserve

Deficit

Total

shares*)

$

$

$

$

$

$

Balance, December 31, 2021

120,712,026

186,237

2,099

11,930

(247)

(184,414)

15,605

Shares issued for debts

2,225,151

363

(363)

-

-

-

-

Shares for services to be issued

-

-

119

-

-

-

119

Options issued for accrued share

issuance costs

-

-

(1,700)

1,700

-

-

-

Share-based compensation

-

-

-

485

-

-

485

Net comprehensive loss for the period

-

-

-

-

(114)

(1,492)

(1,606)

Balance, September 30, 2022

122,937,177

186,600

155

14,115

(361)

(185,906)

14,603

Balance, December 31, 2022

151,440,747

187,930

195

14,164

(284)

(186,375)

15,630

Shares issued for private placement, net

55,732,794

2,413

-

-

-

-

2,413

Options issued as share issuance costs

-

(160)

-

160

-

-

-

Shares for services to be issued

-

-

119

-

-

-

119

Share-based compensation

-

-

-

108

-

-

108

Net comprehensive loss for the period

-

-

-

-

(83)

(1,092)

(1,175)

Balance, September 30, 2023

207,173,541

190,183

314

14,432

(367)

(187,467)

17,095

*The share numbers have been adjusted to reflect a consolidation of the Company's share capital on a 3:1 basis effective January 8, 2021 (Note 7) and does not reflect the consideration shares due to RareX from Kincora acquiring RareX's minority interests in various NSW projects (Note 7, Share Capital).

The accompanying notes are an integral part of these interim condensed consolidated financial statements.

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Kincora Copper Limited

(An Exploration Stage Company)

Notes to the Interim Condensed Consolidated Financial Statements

For the nine-month periods ended September 30, 2023 and 2022

(Expressed in Canadian Dollars) (Unaudited - Prepared by Management)

  1. Nature of Operations and Going Concern
    Kincora Copper Limited ("the Company" or "Kincora") was incorporated in British Columbia, Canada on September 24, 1983. The Company is engaged in the acquisition and exploration of exploration and evaluation assets. The Company's shares are listed on the TSX-Venture Exchange ("TSXV") and began trading on the Australian Securities Exchange ("ASX") effective March 30, 2021, both under the symbol KCC.
    The head office of the Company is located at Suite #400 - 837 West Hastings Street, Vancouver, British Columbia, Canada V6C 3N6 and the registered address and records office is located at 25th Floor, 700 West Georgia Street, Vancouver, British Columbia, Canada V7Y 1D3.
    These interim condensed consolidated financial statements have been prepared on the basis of accounting principles applicable to a going concern, which assumes that the Company will continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities in the normal course of operations. The Company continues to incur operating losses, has limited financial resources, no source of operating cash flow, and no assurances that sufficient funding, including adequate financing, will be available to conduct further exploration and development of its exploration and evaluation assets projects. These material uncertainties may cast a significant doubt on the validity of this assumption.
    The Company's ability to continue as a going concern is dependent upon its ability to obtain the financing necessary to continue operations. As at September 30, 2023, the Company has an accumulated deficit of $187,467,000 a net loss for the nine-month period ended September 30, 2023 of $1,092,000, has working capital of $1,908,000 and a cash balance of $1,783,000. As of September 30, 2023, the Company recorded a receivable of $87,230 which was received subsequently, relating to the non-refundable deposit pursuant to a confidential and incomplete offer for the sale of the Company's Mongolian assets. If the going concern assumption was not appropriate for these interim condensed consolidated financial statements, adjustments would be necessary to the carrying values of assets, liabilities, reported income and expenses and the statement of financial position classifications used. Such adjustments could be material.
  2. Basis of Preparation Statement of Compliance
    These unaudited interim condensed consolidated financial statements, including comparatives have been prepared using accounting policies consistent with International Financial Reporting Standards ("IFRS") and in accordance with International Accounting Standards ("IAS") 34 Interim Financial Reporting.
    These interim condensed consolidated financial statements, including comparatives, have been prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB") and interpretations of the IFRS Interpretations Committee ("IFRIC").
    They have been prepared on a historical cost basis, except for financial instruments classified as financial instruments at fair value through profit or loss, which are stated at their fair value. In addition, these interim condensed consolidated financial statements have been prepared using the accrual basis of accounting, except for cash flow information. The significant accounting policies, as disclosed, have been applied consistently to all periods presented in these interim condensed consolidated financial statements. The interim condensed consolidated financial statements should be read in conjunction with the Company's annual consolidated

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Kincora Copper Limited

(An Exploration Stage Company)

Notes to the Interim Condensed Consolidated Financial Statements

For the nine-month periods ended September 30, 2023 and 2022

(Expressed in Canadian Dollars) (Unaudited - Prepared by Management)

2. Basis of Preparation - continued Statement of Compliance - continued

financial statements for the year ended December 31, 2022 prepared in accordance with IFRS applicable to annual consolidated financial statements.

Critical Accounting Estimates

The preparation of these interim condensed consolidated financial statements requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the date of the interim condensed consolidated financial statements and the reported expenses during the period. Actual results could differ from these estimates.

Significant assumptions about the future and other sources of estimation uncertainty that management has made at the end of the reporting period, that could result in a material adjustment to the carrying amounts of assets and liabilities in the event that actual results differ from assumptions made, relate to, but are not limited to, the following:

  • The carrying value and the recoverability of exploration and evaluation assets, which are included in the statements of financial position based on capitalized acquisition and expenditure costs, facing review for impairment based on factors including the planned exploration budgets and activities, commodity prices, drill results of exploration programs, and strategic direction of the Company;
  • The inputs used in accounting for share-based compensation expense included in profit or loss calculated using the Black-Scholes Option Pricing Model;
  • The recognition of deferred tax assets based on the change in unrecognized deductible temporary tax differences.

3. Significant Accounting Policies

  1. Basis of consolidation
    The interim condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries: Kincora Group Ltd ("KGL"), Nadmin IBEX LLC ("Nadmin"), Golden Grouse IBEX LLC ("Golden Grouse"), BSG Investments Inc. ("BSGII"), Game Creek Company Limited ("Game Creek"), Samsul Mineração Ltda. ("Samsul"), Kincora Australia Limited and Kincora Copper Australia Pty Ltd. Inter- company balances and transactions are eliminated on consolidation. BSGII, Game Creek, Kincora Australia Limited and KGL are British Virgin Island incorporated companies. Nadmin and Golden Grouse were incorporated in Mongolia. Samsul is incorporated in Brazil. Kincora Copper Australia Pty Ltd was incorporated in Australia in 2019.
  2. Share-basedcompensation
    The Company grants stock options to acquire common shares of the Company to directors, officers, employees and consultants. An individual is classified as an employee when the individual is an employee for legal or tax purposes or provides services similar to those performed by an employee. The fair value of stock options is measured on the date of grant, using the Black-Scholes Option Pricing Model, and is recognized over the vesting period. A corresponding increase in share-based payment reserve is recorded

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Kincora Copper Limited

(An Exploration Stage Company)

Notes to the Interim Condensed Consolidated Financial Statements

For the nine-month periods ended September 30, 2023 and 2022

(Expressed in Canadian Dollars) (Unaudited - Prepared by Management)

3. Significant Accounting Policies - continued

  1. Share-basedcompensation - continued
    when stock options are expensed. When stock options are exercised, share capital is credited by the sum of the consideration paid and the related portion of share-based compensation previously recorded in share- based payment reserve. Share-based compensation arrangements in which the Company receives goods or services as consideration for its own equity instruments are accounted for as equity settled share-based payment transactions and measured at the fair value of goods or services received. If the fair value of the goods or services received cannot be estimated reliably, the share-based payment transaction is measured at the fair value of the equity instruments granted at the date the Company receives the goods or the services.
  2. Cash and cash equivalents
    Cash equivalents consist of highly liquid investments that are readily convertible into cash with maturities of three-months or less when purchased.
  3. Exploration and evaluation assets
    Exploration and evaluation expenditures include the costs of acquiring licenses, costs associated with exploration and evaluation activity, and the fair value (at acquisition date) of exploration and evaluation assets acquired in a business combination. Exploration and evaluation expenditures are capitalized. Costs incurred before the Company has obtained the legal rights to explore an area are recognized in profit or loss. Government tax credits received are recorded as a reduction to the cumulative costs incurred and capitalized on the related property.
    Exploration and evaluation assets are tested for impairment if facts or circumstances indicate that impairment exists. Examples of such facts and circumstances are as follows:
    • the period for which the Company has the right to explore in the specific area has expired during the period or will expire in the near future, and is not expected to be renewed;
    • substantive expenditure on further exploration for and evaluation of mineral resources in the specific area is neither budgeted nor planned;
    • exploration for and evaluation of mineral resources in the specific area have not led to the discovery of commercially viable quantities of mineral resources and the entity has decided to discontinue such activities in the specific area; and
    • sufficient data exist to indicate that, although a development in the specific area is likely to proceed, the carrying amount of the exploration and evaluation asset is unlikely to be recovered in full from successful development or by sale.

Once the technical feasibility and commercial viability of the extraction of mineral resources in an area of interest are demonstrable, exploration and evaluation assets attributable to that area of interest are first tested for impairment and then reclassified to mining property and development assets within property, plant and equipment.

Recoverability of the carrying amount of any exploration and evaluation assets is dependent on successful development and commercial exploitation, or alternatively, sale of the respective areas of interest.

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Kincora Copper Limited

(An Exploration Stage Company)

Notes to the Interim Condensed Consolidated Financial Statements

For the nine-month periods ended September 30, 2023 and 2022

(Expressed in Canadian Dollars) (Unaudited - Prepared by Management)

3. Significant Accounting Policies - continued

  1. Loss per share
    Basic loss per share is calculated by dividing the loss attributable to common shareholders by the weighted average number of common shares outstanding in the year. For all years presented, the loss attributable to common shareholders equals the reported loss attributable to owners of the Company. In calculating the diluted loss per share, the weighted average number of common shares outstanding assumes that the proceeds to be received on the exercise of dilutive share options and warrants are used to repurchase common shares at the average market price during the period. For the periods presented, this calculation proved to be anti-dilutive.
  2. Equipment

Equipment is carried at cost less amortization and amounts written-off. The assets residual value, amortization methods and useful lives are reviewed, and adjusted, if appropriate, at each reporting date. Amortization is provided for over the estimated lives of the related assets based on annual rates as follows:

Exploration equipment

10 Years - Straight-line

Computers

10 Years - Straight-line

  1. Income taxes
    Income tax on the profit or loss for the periods presented comprises current and deferred tax. Income tax is recognized in profit or loss except to the extent that it relates to items recognized directly in equity, in which case it is recognized in equity. Current tax expense is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at period end, adjusted for amendments to tax payable with regards to previous years.
    Deferred tax is recorded using the liability method, providing for temporary differences, between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. The following temporary differences are not provided for: goodwill not deductible for tax purposes; the initial recognition of assets or liabilities that affect neither accounting or taxable loss; nor differences relating to investments in subsidiaries to the extent that they will probably not reverse in the foreseeable future. The amount of deferred tax provided is based on the expected manner of realization or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the reporting date. A deferred tax asset is recognized only to the extent that it is probable that future taxable profits will be available against which the asset can be utilized. Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Company intends to settle its current tax assets and liabilities on a net basis.
  2. Functional and presentation currency
    The functional currency is the currency of the primary economic environment in which the entity operates. The functional currency of the Company and its subsidiaries (except Kincora Copper Australia Pty Ltd), for the nine-month period ended September 30, 2023 and the year ended December 31, 2022 is the Canadian Dollar, and the functional currency of Kincora Copper Australia Pty Ltd is the Australian Dollar. The

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Kincora Copper Limited published this content on 13 November 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 15 November 2023 14:39:00 UTC.