Commerce Resources : Q3 Quarterly Report for the period ending July 31, 2023

Condensed Interim Consolidated Financial Statements

For the Nine Months Ended July 31, 2023

(Unaudited - Expressed in Canadian Dollars)

The accompanying unaudited condensed interim consolidated financial statements of Commerce Resources Corp. for the nine months ended July 31, 2023, have been prepared by management and approved by the Audit Committee and the Board of Directors of the Company. These condensed interim consolidated financial statements have not been reviewed by the Company's external auditor.

Commerce Resources Corp.

Condensed Interim Consolidated Statements of Financial Position As expressed in Canadian dollars

(Unaudited - prepared by management)

		July 31,		October
		2023		31, 2022
Assets
Current	$	106,804
Cash	$	513,793
Marketable securities		7,862		8,985
Short-term investment (Note 5)		23,000		23,000
Taxes and other receivables		361,777		567,291
Prepaid expenses		347,252		708,204
Total current assets		846,695		1,821,273
Non-current		276,000
Equipment (Note 6)			297,777
Exploration and evaluation assets (Note 7 and Schedule I)		72,186,679		70,844,756
Reclamation bonds		80,000		80,000
Right-of-use asset (Note 15)		119,868		144,387
Total Assets	$	73,509,242	$	73,188,193
Liabilities
Current	$	1,021,529
Accounts payable and accrued liabilities (Note 14)	$	1,288,155
Due to related parties (Note 11)		152,016		131,721
Lease liabilities (Note 15)		29,764		27,214
Liability for flow-through shares (Note 14)		-		27,872
Total current liabilities		1,203,309		1,474,962
Non-current		99,152
Lease liabilities (Note 15)			121,805
Total Liabilities		1,302,461		1,596,767
Shareholders' Equity		98,607,100
Share capital (Note 8)			97,315,234
Reserves (Note 9)		10,709,339		10,370,707
Share subscriptions received (Note 17)		-		89,468
Deficit		(37,109,658)		(36,183,983)
Total Shareholders' Equity		72,206,781		71,591,426
Total Liabilities and Shareholders' Equity	$	73,509,242	$	73,188,193

Approved and authorized by the Board of Directors on September 11, 2023:

"Christopher Grove"	"David Hodge"
_______________________	________________________
Director	Director

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

statements.

Commerce Resources Corp.

Condensed Interim Consolidated Statements of Operations and Comprehensive Loss As expressed in Canadian dollars

(Unaudited - prepared by management)

		Three months ended July 31,		Nine months ended July 31,
		2023		2022		2023		2022
Expenses		37,500				114,250
Administration fees and rent (Note 10 and 11)	$	$	37,500	$	$	112,500
Advertising and website		26,682		55,260		61,943		161,224
Consulting fees and salaries (Note 11)		68,346		66,259		220,571		192,726
Filing and transfer agent fees		11,281		30,839		48,969		58,951
Insurance		3,327		3,150		9,873		9,349
Investor relations		-		105		1,509		17,535
Lease interest (Note 15)		3,898		1,433		12,297		1,926
Office, telephone and miscellaneous		1,673		1,555		5,354		17,892
Professional fees		43,376		22,817		74,653		44,661
ROU asset depreciation (Note 15)		8,174		10,043		24,519		13,390
Share-based compensation (Note 9)		-		-		337,342		289,784
Travel and promotion		742		13,087		25,923		28,325
Loss before other items		(204,999)		(242,048)		(937,203)		(1,173,579)
Other income (expenses)		3,902				5,302
Interest income			7,551			11,872
Loss on sale of marketable securities		-		(1,343)		-		(1,343)
Flow-through premium recovery (Note 14)		-		69,698		27,872		198,609
Gain (loss) on foreign exchange		(58)		(2,503)		92		(6,813)
Part XII.6 tax		-		(2,252)		(20,615)		(4,837)
Unrealized gain (loss) on marketable securities		(2,246)		(7,786)		(1,123)		(12,654)
Net loss and comprehensive loss	$	(203,401)	$	(178,683)	$	(925,675)	$	(763,429)
for the period
Basic and diluted loss per share	$	(0.01)	$	(0.00)	$	(0.01)	$	(0.01)
Weighted average number of common shares
outstanding - basic and diluted		99,846,805		91,654,630		96,682,157		88,269,084

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

statements.

Commerce Resources Corp.

Condensed Interim Consolidated Statements of Changes in Equity For the nine months ended July 31, 2023 and 2022

As expressed in Canadian dollars (Unaudited - prepared by management)

						Share
		Number of		Share		subscriptions
	Note	Shares		Capital		received		Reserves		Deficit		Total
Balance, October 31, 2021		83,013,201	$	95,606,080	$	-	$	10,073,808	$	(35,460,423)	$	70,219,465
Flow-through shares issued for cash	8	8,641,429		1,857,908		-		-		-		1,857,908
Share issuance costs		-		(148,004)		-		-		-		(148,004)
Share-based compensation	9	-		-		-		289,784		-		289,784
Net loss for the period		-		-		-		-		(763,426)		(763,426)
Balance, July 31, 2022		91,654,630	$	97,315,984	$	-	$	10,363,592	$	(36,223,849)	$	71,455,727
						Share
		Number of		Share		subscriptions
	Note	Shares		Capital		received		Reserves		Deficit		Total
Balance, October 31, 2022		91,654,630	$	97,315,234	$	89,468	$	10,370,707	$	(36,183,983)	$	71,591,426
Shares issued for cash	8	8,192,175		1,310,748		(89,468)		-		-		1,221,280
Share issuance costs		-		(18,882)		-		1,290		-		(17,592)
Share-based compensation	9	-		-		-		337,342		-		337,342
Net loss for the period		-		-		-		-		(925,675)		(925,675)
Balance, July 31, 2023		99,846,805	$	98,607,100	$	-	$	10,709,339	$	(37,109,658)	$	72,206,781

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

Commerce Resources Corp.

Condensed Interim Consolidated Statements of Cash Flows For the nine months ended July 31, 2023 and 2022

As expressed in Canadian dollars (Unaudited - prepared by management)

		2023		2022
CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES:	$	(925,675)
Net (loss) for the period	$	(763,426)
Add (deduct) items not affecting cash:		12,297
Lease interest			1,926
Depreciation of ROU asset		24,519		13,390
Deferred tax recovery		(27,872)		(198,609)
Unrealized (gain) loss on marketable securities		1,123		14,154
Share-based compensation		337,342		289,784
Changes in non-cash working capital items related to operations:		(578,266)		(642,781)
	205,514
GST/HST receivable			(16,363)
Prepaid expenses		360,952		(237,416)
Due to related parties		91,253		(3,485)
Accounts payable and accrued liabilities		(313,934)		1,632
Net cash flows (used in) operating activities		(234,481)		(898,413)
CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES:		1,310,748
Shares issued for cash			2,419,601
Share issuance costs		(17,592)		(148,004)
Share subscriptions received		(89,468)		-
Principal payments of lease liabilities		(32,400)		(14,400)
Net cash flows from financing activities		1,171,288		2,257,197
CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES:		(1,343,796)
Deferred exploration and development costs, net of tax credits received			(2,922,810)
Net cash flows (used in) investing activities		(1,343,796)		(2,922,810)
Increase (decrease) in cash and cash equivalents		(406,989)		(305,028)
Cash and cash equivalents, beginning of period		513,793		3,261,303
Cash and cash equivalents, end of period	$	106,804	$	1,697,277

Supplemental disclosure with respect to cash flows - Note 13

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

statements.