Inter Rock Minerals : 2023 IRO Financial Statements

Consolidated Financial Statements

Expressed in United States dollars

Years ended December 31, 2023 and 2022

INDEPENDENT AUDITOR'S REPORT

To the Shareholders of Inter-Rock Minerals Inc.

Opinion

We have audited the consolidated financial statements of Inter-Rock Minerals Inc. (the "Group"), which comprise the consolidated balance sheets as at December 31, 2023 and 2022, and the consolidated statements of net and comprehensive income, changes in equity and cash flows for the years then ended, and notes to the consolidated financial statements, including material accounting policy information.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as at December 31, 2023 and 2022, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with International Financial Reporting Standards.

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 Consolidated Financial Statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the consolidated financial statements in Canada, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements for the year ended December 31, 2023. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Revenue recognition - sales of dolomite products and dairy feed nutritional supplements

Refer to consolidated financial statements Note 3.3 - Material accounting policies - Revenue recognition; Note 4(i) Revenue.

Revenue from sales of dolomite products and dairy feed nutritional supplements totaled $90,529,000 for the year ended December 31, 2023. The Group recognizes revenue when control of the goods is transferred to the buyer, which is either on shipment or delivery depending on the contract terms.

We identified the Group's recognition of revenue from these two revenue streams as a key audit matter because significant auditor judgment and auditor effort was required to evaluate when revenue should be recognized.

How our audit addressed the Key Audit Matter:

Our audit procedures related to revenue recognized from sales of dolomite products and dairy feed nutritional supplements included the following, among others:

• We evaluated management's policies and procedures for revenue recognition to assess whether revenue is recognized in accordance with the applicable accounting standards; and
• We tested revenue recognized on a sample basis by agreeing sales transactions to the underlying sales invoice, customer order, shipping document and cash receipt.

Other Information

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

Our opinion on the consolidated 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 consolidated 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 consolidated financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.

We obtained the Management Discussion and Analysis prior to the date of this auditor's report. If, based on the work we have performed, we conclude that there is material misstatement of this other information, we are required to report that fact to governance. We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with International Financial Reporting Standards, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is responsible for assessing the Group'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 Group or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Group's financial reporting process.

Auditor's Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated 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 consolidated 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 consolidated 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 Group'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 Group'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 consolidated 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 Group to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated 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 Group to express an opinion on the consolidated 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 consolidated 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 Mark Jakovcic.

Chartered Professional Accountants

Licensed Public Accountants

April 22, 2024

Toronto, Ontario

Inter-Rock Minerals Inc.

Consolidated Balance Sheets

As at December 31st

(Expressed in thousands of United States Dollars)

	Note	2023	2022
		$	$
ASSETS
Current assets
Cash		4,603	3,048
Accounts receivable		13,216	9,292
Inventories	8	1,904	2,590
Prepaid expenses and other assets		1,131	710
Total Current Assets		20,854	15,640
Non-current assets
Investment	6	543	-
Properties, plant and equipment	9	3,615	2,917
Intangible assets	10	724	1,046
Goodwill	10	1,808	1,808
Total Assets		27,544	21,411
LIABILITIES AND EQUITY
Current liabilities
Accounts payable and accrued liabilities		11,520	7,364
Current portion of long term debt	11	221	280
Current portion of lease obligations	12	294	302
Total Current Liabilities		12,035	7,946
Non-current liabilities
Long-term debt	11	292	-
Lease obligations	12	569	676
Asset retirement obligation	13	33	26
Deferred tax liability		454	202
Series A preferred shares	14	3,417	3,417
Total Liabilities		16,800	12,267
Equity
Share capital	15	5,621	5,791
Contributed surplus		315	315
Retained earnings		4,808	3,038
Total Equity		10,744	9,144
Total Liabilities and Equity		27,544	21,411

Financial Commitments (Note 22)

Approved on behalf of the Board of Directors:
"Michael B. Crombie"	"David R. Crombie"
Director		Director

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

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Inter-Rock Minerals Inc.

Consolidated Statements of Net and Comprehensive Income

For the years ended December 31,

(Expressed in thousands of United States Dollars except for outstanding shares and per share amounts)

	Note	2023	2022
		$	$
REVENUE	7	90,529	87,225
COST OF SALES
Operating costs	7	79,593	76,548
GROSS PROFIT		10,936	10,677
OPERATING EXPENSES
Selling, general and administrative	7	7,262	6,823
Amortization and depletion	9	667	613
Amortization of intangible assets	10	322	322
INCOME BEFORE FINANCING COSTS		2,685	2,919
FINANCING COSTS
Interest on Series A preferred shares	14	285	189
Interest on debt and lease obligations	11,12	76	81
INCOME FROM CONTINUING OPERATIONS
BEFORE INCOME TAXES		2,324	2,649
INCOME TAXES
Current	17	302	1,666
Deferred	17	252	464
		554	2,130
NET AND COMPREHENSIVE INCOME
FROM CONTINUING OPERATIONS		1,770	519
NET AND COMPREHENSIVE INCOME FROM
DISCONTINUED OPERATIONS	5	-	50
NET INCOME AND COMPREHENSIVE INCOME		1,770	569
Earnings per share from continuing operations
Basic	16	0.08	0.02
Diluted	16	0.05	0.02
Loss per share from discontinued operations
Basic and diluted loss per share	16	-	-
Weighted average number of shares outstanding
Basic		22,137,811	22,303,311
Diluted		39,274,791	39,440,291

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

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Inter-Rock Minerals Inc.

Consolidated Statements of Changes in Equity

As at and for the years ended December 31, 2023 and 2022

(Expressed in thousands of United States Dollars)

	Share
	Capital	Contributed	Retained
	(Note 15)	Surplus	Earnings	Total
	$	$	$	$
Balance, December 31, 2021	5,791	315	2,469	8,575
Net income and comprehensive income	-	-	569	569
Balance, December 31, 2022	5,791	315	3,038	9,144
Shares purchased for cancellation	(170)	-	-	(170)
Net income and comprehensive income	-	-	1,770	1,770
Balance, December 31, 2023	5,621	315	4,808	10,744

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

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Inter-Rock Minerals Inc.

Consolidated Statements of Cash Flows

For the years ended December 31,

(Expressed in thousands of United States Dollars)

	Note	2023	2022
CASH PROVIDED BY (USED IN) OPERATIONS
Net income		1,770	569
Items not affecting cash
Amortization and depletion		667	613
Amortization of intangible assets		322	322
Interest expense		361	270
Deferred income tax expense	17	252	464
Net income from discontinued operations	5	-	(50)
		3,372	2,188
Net changes in non-cash working capital
Accounts receivable		(3,924)	(4,131)
Inventories		686	(966)
Prepaid expenses		(421)	400
Accounts payable and accrued liabilities		4,273	2,885
Cash provided by continuing operating activities		3,986	376
Cash used in discontinued operating activities	5	-	(354)
Net cash provided by operating activities		3,986	22
INVESTING
Purchase of properties, plant and equipment	9	(1,266)	(588)
Investment	6	(543)	-
Cash used in investing activities		(1,809)	(588)
FINANCING
Interest paid		(76)	(65)
Interest on Series A preferred shares	14	(275)	(152)
Net proceeds from sale of asset		-	3,310
Proceeds from financing	11	513	-
Repayment of long term debt	11	(279)	(1,317)
Repayment of lease obligations	12	(335)	(345)
Shares purchased for cancellation	15	(170)	-
Cash provided by (used in) continuing financing activities		(622)	1,431
Cash used in discontinued financing activities	5	-	(83)
Net cash provided by (used in) financing activities		(622)	1,348
Net change in cash		1,555	782
Cash, beginning of the year		3,048	2,266
Cash, end of the year		4,603	3,048

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

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Inter-Rock Minerals Inc.

Notes to the Consolidated Financial Statements

For the years ended December 31, 2023 and 2022

(Expressed in thousands of United States Dollars except for per share information)

1. CORPORATE INFORMATION

Inter-Rock Minerals Inc. ("Inter-Rock" or the "Company") is domiciled in Canada and is continued under the Business Corporations Act (Ontario). The Company's office is located at 2 Toronto Street, Suite 500 Toronto, Ontario, M5C 2B6, Canada. The Company's shares are traded on the TSX Venture Exchange under the symbol "IRO".

Inter-Rock owns two operating businesses: Papillon Agricultural Company Inc. ("Papillon") and MIN-AD, Inc. ("MIN-AD"). Papillon is a U.S. based marketer and distributor of toll manufactured premium dairy feed nutritional supplements, including MIN-AD's products. MIN-AD is engaged in the production and marketing of high purity dolomite and clay, primarily to the animal feed industry in the United States.

In February of 2022, Inter-Rock sold its wholly owned subsidiary, Mill Creek Dolomite, LLC ("Mill Creek") as part of its strategy to focus on its animal feed nutritional supplement businesses. Mill Creek was sold to United States Lime & Minerals Inc. for $6,400 in cash, excluding all Mill Creek debt and accrued interest of $2,240 that was repaid at closing with a portion of the sale proceeds. After the repayment of debt and adjustments to the sale price for working capital, the Company received net cash of $3,310 (Note 5).

2. BASIS OF PRESENTATION

2.1 Statement of compliance

These consolidated financial statements, including comparative balances for the year ended December 31, 2023, have been prepared in accordance with the IFRS Accounting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB"). The consolidated financial statements were approved and authorized by the Board of Directors of the Company on April 19, 2024.

2.2 Basis of measurement

The consolidated financial statements have been prepared on the historical cost basis except for certain financial instruments, which are measured at fair value, as explained in the accounting policies set out in Note 3.

2.3 Basis of consolidation

The consolidated financial statements include the accounts of the Company and the following wholly-owned subsidiaries:

Name of subsidiary	Country of Incorporation	Ownership
Secret Pass Gold, Inc.	United States	100%
MIN-AD, Inc.	United States	100%
Papillon Agricultural Company, Inc.	United States	100%

In accordance with IFRS 5 Non-current Assets Held for Sale and Discontinued Operations, all assets and liabilities related to Mill Creek were classified as held for sale at December 31, 2021 and were presented as current assets and current liabilities on the consolidated balance sheet. Additionally, results of operations for Mill Creek were separated from the results of continuing operations and were presented as discontinued operations on the Company's consolidated statement of net and comprehensive income for the year ended December 31, 2022.

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Inter-Rock Minerals Inc.

Notes to the Consolidated Financial Statements

For the years ended December 31, 2023 and 2022

(Expressed in thousands of United States Dollars except for per share information)

2. BASIS OF PRESENTATION (CONT'D)

2.4 Functional currency and currency of presentation

These consolidated financial statements are presented in United States dollars, which is the functional currency of the Company and all its subsidiaries. Transactions denominated in currencies other than the functional currency are recorded in the functional currency using the spot rate on the transaction date, and revalued using the exchange rate in effect at the end of each reporting date. Monetary assets and liabilities denominated in foreign currencies are translated at the rate of exchange prevailing at the reporting date. Non-monetary assets and liabilities are translated at the historical rate. Exchange gains and losses are included in the consolidated statements of income and comprehensive income for the year.

3. MATERIAL ACCOUNTING POLICIES

The Company adopted Disclosure of Accounting Policies (Amendments to IAS 1 and IFRS Practice Statement 2) from January 1, 2023. The amendments require the disclosure of material, rather than significant, accounting policies. Although the amendments did not result in any changes to the accounting policies themselves, they impacted the accounting policy information in note 3 in certain instances.

3.1 Inventories

Inventories comprise finished goods, stockpiled crushed ore and crushed ore in-circuit. All inventories are valued at the lower of cost and net realizable value. Cost includes production costs determined principally on an average cost basis for ore produced and processed. Cost includes blasting, crushing and transportation, costs of conversion and any other costs incurred in bringing inventories to their final processed condition. Costs not attributed to bringing inventories to their final processed condition, such as transportation costs subsequent to the completion of processing, storage costs and selling costs are expensed in the period incurred.

3.2 Properties, plant and equipment

Properties, plant and equipment are measured at cost less accumulated depreciation and accumulated impairment losses. With the exception of spare parts, items are depreciated using the straight-line method over their estimated useful lives as follows:

Plant and equipment	3 - 15 years
Vehicles	5 - 7 years

Where components of an asset have a different useful life and cost that is significant to the total cost of the asset, depreciation is calculated on each separate component. Right-of-use assets are depreciated using the straight-line method over the shorter of the economic useful life of the asset or the term of the lease. Spare parts are carried at cost and transferred to the cost of the asset when the part is used to extend the life of the equipment; otherwise spare parts are expensed as repairs and maintenance when used. Estimates of useful lives, residual values and methods of depreciation are reviewed annually. The dolomite property is recorded at cost and depleted over the estimated economic life of the quarry on a unit of production method based on estimated recoverable tons of dolomitic limestone.

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