DFR Gold : March 31, 2024 – Q1 2024 Report (Financials)

DFR GOLD INC.

Unaudited condensed consolidated interim financial statements For the three-months period ended March 31, 2024

(All amounts are expressed in United States dollars, unless otherwise stated)

UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

In accordance with National Instrument NI 51-102 released by Canadian Securities Administrators, the Company discloses that its auditors have not reviewed these condensed consolidated interim financial statements for the three-months period ended March 31, 2024.

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DFR GOLD INC.

Unaudited condensed consolidated statements of financial position As at March 31, 2024

(All amounts are expressed in United States dollars)

			(Unaudited)		(Audited)
			March 31,		December 31,
	Notes	2024	2023
			$		$
ASSETS
Current assets	7	281,123
Cash and cash equivalents	122,961
Other receivables and prepaids	8	176,028	181,171
		457,151	304,132
Non-current assets	9	31,199
Property, plant, and equipment	33,640
Total assets		488,350	337,772
LIABILITIES
Current liabilities	12	549,615
Accounts payable and accrued liabilities	528,489
Borrowings	13	813,073	1,868,686
Deferred consideration payable	14	-	-
		1,362,688	2,397,175
EQUITY AND RESERVES	15	74,402,351
Share capital	72,504,412
Contributed surplus .	15	4,906,640	4,906,640
Accumulated deficit		(82,203,611)	(81,579,809)
Foreign currency translation reserve		(1,331)	1,827
Deficit		(2,895,951)	(4,166,930)
Non-controlling interests	16	2,021,613	2,107,527
Total deficit		(874,338)	(2,059,403)
Total deficit and liabilities		488,350	337,772

Nature and continuance of operation (Note 2)

Events after the reporting period (Note 23)

"Brian Kiernan"	"Bertrand Boulle"
Director	Director

The above condensed consolidated statements of financial position should be read in conjunction with the accompanying notes on pages 6 to 31.

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DFR GOLD INC.

Unaudited condensed consolidated statements of loss and comprehensive loss For the three-months period ended March 31, 2024

(All amounts are expressed in United States dollars)

			(Unaudited)	(Unaudited)
			Three-monthsThree-months
			period ended	period ended
			March 31,	March 31,
	Notes	2024	2023
CONTINUING OPERATIONS			$	$
Operating expenses	15(iii)	-
Share-based compensation	(265,080)
Exploration and evaluation expenses	17	(430,236)	(708,721)
General and administrative expenses	18	(240,664)	(330,828)
		(670,900)	(1,304,629)
Gain on disposal of subsidiaries	11	-	-
Net interest (expense)/income		(41,928)	4,304
Share of loss of associate	10	-	(23,465)
Foreign exchange gain		3,027	14,688
		(38,901)	(4,473)
Net loss for the period		(709,801)	(1,309,102)
Other comprehensive loss
Exchange differences on translation of foreign operations		(3,073)	(20,134)
Total comprehensive loss for the period		(712,874)	(1,329,236)
Loss attributable to:		(623,802)
- Equity shareholders		(1,162,326)
- Non-controlling interest		(85,999)	(146,776)
		(709,801)	(1,309,102)
Total comprehensive loss attributable to:		(626,960)
- Equity shareholders		(1,178,433)
- Non-controlling interest		(85,914)	(150,803)
		(712,874)	(1,329,236)
Loss per share:		(0.00)
- Basic and diluted		(0.01)
Weighted average number of common shares
outstanding:		188,984,416
- Basic		181,670,852

The above condensed consolidated statements of loss and comprehensive loss should be read in conjunction with the accompanying notes on pages 6 to 31.

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DFR GOLD INC.

Unaudited condensed consolidated statements of changes in equity (deficiency) For the three-months period ended March 31, 2024

(All amounts are expressed in United States dollars)

					Foreign
	Number of	Share			currency	Non-
	Contributed	Accumulated	translation	controlling
	shares	capital	surplus	deficit	reserve	interest	Total
		$	$	$	$	$	$
Balance at January 1, 2023	181,670,852	72,504,412	4,115,630	(77,715,606)	(3,732)	2,459,483	1,360,187
Loss for the period	-	-	-	(1,162,326)	-	(146,776)	(1,309,102)
Other comprehensive income -
Translation adjustment	-	-	-	-	(16,107)	(4,027)	(20,134)
Stock Options granted	-	-	265,080	-	-	-	265,080
Balance at March 31, 2023	181,670,852	72,504,412	4,380,710	(78,877,932)	(19,839)	2,308,680	296,031
Balance at January 1, 2024	181,670,852	72,504,412	4,906,640	(81,579,809)	1,827	2,107,527	(2,059,403)
Conversion of Debentures	21,468,848	1,897,939	-	-	-	-	1,897,939
Loss for the period	-	-	-	(623,802)	-	(85,999)	(709,801)
Other comprehensive income -
Translation adjustment	-	-	-	-	(3,158)	85	(3,073)
Balance at March 31, 2024	203,139,700	74,402,351	4,906,640	(82,203,611)	(1,331)	2,021,613	(874,338)

The above condensed consolidated statements of changes in equity (deficiency) should be read in conjunction with the accompanying notes on pages 6 to 31.

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DFR GOLD INC.

Unaudited condensed consolidated statements of cash flows For the three-months period ended March 31, 2024

(All amounts are expressed in United States dollars)

			(Unaudited)	(Unaudited)
			Three-monthsThree-months
			period ended	period ended
			March 31,	March 31,
	Notes	2024	2023
Cash flows from operating activities			$	$
	(709,801)
Net loss for the period from continuing operations		(1,309,102)
Adjustments for non-cash items:	15(iii)	-
Share-based compensation	265,080
Foreign exchange losses		(3,073)	(20,134)
Interest on debentures	13	42,326	-
Interest income		(398)	(4,304)
Depreciation charge	9	2,503	1,195
Share of loss of associate	10	-	23,465
Changes in working capital:		5,148
Decrease/(increase) in other receivables		(53,772)
Increase in accounts payable and accrued		21,121
liabilities		75,916
Net cash used in operating activities		(642,174)	(1,021,656)
Cash flows from investing activities	10	-
Addition to interest in associate	(23,465)
Acquisition of plant and equipment	9	(62)	-
Interest received		398	4,304
Net cash generated from/(used in) investing activities		336	(19,161)
Cash flows from financing activities		800,000
Proceeds from loans		-
Proceeds from issue of debentures	13	-	883,250
Net cash generated from financing activities		800,000	883,250
Net movement in cash and cash equivalents		158,162	(157,567)
Cash and cash equivalents at beginning of the period		122,961	1,346,259
Cash and cash equivalents at end of the period	7	281,123	1,188,692

Supplemental cash flow information (Note 7)

The above condensed consolidated statements of cash flows should be read in conjunction with the accompanying notes on pages 6 to 31.

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DFR GOLD INC.

Notes to the unaudited condensed consolidated financial statements For the three-months period ended March 31, 2024

(All amounts are expressed in United States dollars)

1. CORPORATE INFORMATION
   DFR Gold Inc.'s ("DFR" or the "Company") business activity is the exploration and evaluation of mineral properties and mine development in West Africa and Madagascar. The Company was incorporated under the Canada Business Corporations Act on May 28, 2000 and is currently a tax resident of the Republic of Mauritius. The Company is listed on the TSX Venture Exchange ("TSX- V"), having the symbol DFR, as a Tier 2 mining issuer and is in the process of exploring its mineral properties.
   The issued and outstanding number of shares at the end of the reporting period were 203,139,700 common shares.
   The address of the Company's corporate office is Suite 2900, 550 Burrard Street, Vancouver, British Columbia V6C 0A3, Canada.
2. NATURE AND CONTINUANCE OF OPERATIONS
   These unaudited condensed consolidated interim financial statements have been prepared on a going concern basis, which contemplates the realization of assets and settlement of liabilities in the normal course of business as they become due.
   To date, the Company has financed its activities through the issuance of equity securities and debt financing, primarily from significant shareholders of the Company. The Company expects to use similar financing techniques in the future and is pursuing such additional sources of financing as estimated to be required to sufficiently support its operations until such time that its operations become self-sustaining. Although the Company has been successful in raising funds to date, there can be no assurance that adequate or sufficient funding will be available in the future.
   At March 31, 2024, the Company had an accumulated deficit of $82,203,611 (March 31, 2023: $78,877,932) and incurred a net loss of $709,801 during the three-months period ended March 31, 2024 (March 31, 2023: $1,309,102). These factors give rise to material uncertainties that raise substantial doubt about the Company's ability to continue as a going concern.
3. STATEMENT OF COMPLIANCE
   The condensed consolidated interim financial statements of the Company for the three-months period ended March 31, 2024 are unaudited and have been prepared in accordance with IAS 34 'Interim Financial Reporting' as issued by the International Accounting Standards Board ("IASB") and do not include all notes of the type normally included in an annual financial report.
   The unaudited condensed consolidated interim financial statements have been prepared using the same accounting policies as the audited consolidated financial statements for the year ended December 31, 2023 and should be read in conjunction with the annual consolidated financial statements for the year ended December 31, 2023.
   The unaudited condensed consolidated interim financial statements were authorized for issue by the Board of directors on May 30, 2024.

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DFR GOLD INC.

Notes to the unaudited condensed consolidated financial statements For the three-months period ended March 31, 2024

(All amounts are expressed in United States dollars)

4. BASIS OF MEASUREMENT

The unaudited condensed consolidated interim financial statements have been prepared on a historical cost basis, except that:

1. financial instruments classified as fair value through profit or loss have been measured at fair value; and
2. other relevant financial assets and financial liabilities have been stated at amortised cost.
   In addition, these unaudited condensed consolidated interim financial statements have been prepared using the accrual basis of accounting except for cash flow information.
   The unaudited condensed consolidated interim financial statements are presented in United States dollars ("$"). The parent company's functional currency is the $ while the functional currency of the subsidiaries is the same as the respective local currencies of the countries in which they are based.
   The preparation of financial statements in compliance with IFRS requires management to make certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's material accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed in Note 6.

5. SUMMARY OF MATERIAL ACCOUNTING POLICIES

The accounting policies set out below have been applied consistently to all years presented in these unaudited condensed consolidated interim financial statements, unless otherwise indicated.

1. Property, plant and equipment
   Property, plant and equipment, except for freehold land and buildings and site improvements, are stated at cost less accumulated depreciation and/or accumulated impairment losses, if any.
   The annual rates of depreciation are as follows:

Items

Fixtures and fittings

Exploration equipment

Rates

15%

15%

The gain or loss arising on the disposal or retirement of an item (or part of an item) of property, plant and equipment is determined as the difference between the disposal proceeds and the carrying amount of the item (or part of the item, as applicable) and is recognised in profit or loss.

1. Basis of consolidation Subsidiaries
   Subsidiaries are entities controlled by DFR (the "Parent"). The financial statements of subsidiaries are included in the unaudited condensed consolidated interim financial statements from the date that control commences until the date that control ceases. The accounting policies of subsidiaries have been changed when necessary to align them with the policies adopted by the Parent.

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DFR GOLD INC.

Notes to the unaudited condensed consolidated financial statements For the three-months period ended March 31, 2024

(All amounts are expressed in United States dollars)

5. SUMMARY OF MATERIAL ACCOUNTING POLICIES (CONTINUED)

1. Basis of consolidation (continued) Transactions eliminated on consolidation
   Inter-company balances, transactions, and any unrealized income and expenses arising from inter- company transactions, are eliminated in preparing the unaudited condensed consolidated interim financial statements.
   The unaudited condensed consolidated interim financial statements include the accounts of the Parent and its subsidiaries, as shown below:

	Country of	Class of	Ownership
Name	Incorporation	Shares	Interest
Kimberley Overseas Ltd.	Cayman Islands	Common	100%
Action Mining Ltd.	Mauritius	Common	100%
Compagnie Générale des Mines de Madagascar	Madagascar	Common	100%
Moydow Holdings Limited	British Virgin Islands	Common	80%
Moydow BF Ltd.	British Virgin Islands	Common	80%
Moydow Burkina Faso SARL	Burkina Faso	Common	80%
Moydow Services Ltd.	United Kingdom	Common	80%

1. Investments in associated companies
   An associate is an entity over which the Group has significant influence but not control, or joint control, generally accompanying a shareholding between 20% and 50% of the voting rights. Investments in associates are accounted for using the equity method. Investments in associates are initially recognised at cost as adjusted by post-acquisition changes in the Group's share of the net assets of the associate.
   Subsequent to initial recognition, the economic interest financial statements include the Group's share of the profit or loss and other comprehensive income (''OCI'') of the equity-accounted investee, until the date on which significant influence or joint control ceases. If the ownership interest in an associate is reduced but significant influence is retained, only a proportionate share of the gain or loss previously recognised in other comprehensive income is reclassified to profit or loss relative to that reduction in ownership interest.
   Any excess of the cost of acquisition and the Group's share of the net fair value of the associate's identifiable assets and liabilities recognised at the date of acquisition is recognised as goodwill, which is included in the carrying amount of the investment. Any excess of the Group's share of the net fair value of identifiable assets and liabilities over the cost of acquisition, after assessment, is included as income in the determination of the Group's share of the associate's profit or loss.
   When the Group's share of losses exceeds its interest in an associate, the Group discontinues recognising further losses, unless it has incurred legal or constructive obligation or made payments on behalf of the associate. Unrealised profits and losses are eliminated to the extent of the Group's interest in the associate. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

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DFR GOLD INC.

Notes to the unaudited condensed consolidated financial statements For the three-months period ended March 31, 2024

(All amounts are expressed in United States dollars)

5. SUMMARY OF MATERIAL ACCOUNTING POLICIES (CONTINUED)

1. Discontinued operations and disposal group held for sale
   Discontinued operations and disposal group held for sale is a component of the Group's business, the operations and cashflows of which can be clearly distinguished from the rest of the Group and which:
2. • represents a separate major line of business or geographical area of operation; or
   • is part of a single coordinated plan to dispose of a separate major line of business or geographical area of operation; or
   • is a subsidiary acquired exclusively with a view to resale.

Classification as a discontinued operation occurs upon disposal, abandonment or when the operations meet the criteria to be classified as held for sale. This condition is regarded as satisfied only when the sale is highly probable and the asset or disposal group is available for immediate sale in its present condition. Management must be committed to the sale, which should be expected to qualify for recognition as a completed sale within one year of the date of classification. Property, plant and equipment and intangible assets, once classified as held for sale, are not depreciated or amortised.

Disposal groups classified as held for sale are measured at the lower of the carrying value and the fair value less costs to sell. Non-current assets and disposal groups are classified as held for sale if their carrying amounts will be recovered through a sale transaction rather than continued use. When an operation is classified as a discontinued operation, the comparative statement of loss and comprehensive loss is re-presented as if the operation had been discontinued from the start of the comparative year.

When the Group ceases to have control of an undertaking (disposal group), it is at this point that the Group ceases to consolidate the operations and any gain or loss on disposal is recognised in the consolidated statement of loss and comprehensive loss. In addition, any movements previously recognised in other comprehensive income in respect of that entity are accounted for as if the Group had directly disposed of the related assets or liabilities. This may mean that amounts previously recognised in other comprehensive income are reclassified to profit or loss.

1. Foreign currencies Transactions and balances
   Monetary assets and liabilities denominated in foreign currencies are translated into the functional currency of the entity at the exchange rate in effect at the statement of financial position date and non-monetary assets and liabilities at the exchange rates in effect at the time of the transactions. Revenues and expenses denominated in foreign currencies are translated at rates approximating the exchange rates in effect at the time of the transactions.
   Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognized in the consolidated statement of loss and comprehensive loss.

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