Mexican Gold Mining : Q3 2024 - Financial Statements

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED

MARCH 31, 2024 AND 2023

(Unaudited - Expressed in Canadian Dollars)

NOTICE OF NO AUDITOR REVIEW OF CONDENSED CONSOLIDATED INTERIM

FINANCIAL STATEMENTS

In accordance with National Instrument 51-102 Part 4, subsection 4.3(3)(a), if an auditor has not performed a review of these condensed consolidated interim financial statements, they must be accompanied by a notice indicating that these condensed consolidated interim financial statements have not been reviewed by an auditor.

The accompanying unaudited condensed consolidated interim financial statements of the Company have been prepared by and are the responsibility of the Company's management. The Company's external auditors have not performed a review of these condensed consolidated interim financial statements.

Mexican Gold Mining Corp.

Condensed Consolidated Interim Statements of Financial Position (Unaudited - Expressed in Canadian dollars)

		March 31,	June 30,
		2024	2023
		$	$
	Note
ASSETS
Current assets
Cash and cash equivalents	3	261,978	560,970
Amounts receivable	4	3,352	29,191
Prepaid expenses and deposits	5	34,081	96,740
Total current assets		299,411	686,901
Total Assets		299,411	686,901
LIABILITIES
Current liabilities
Accounts payable and accrued liabilities	9	16,017	96,679
Total current liabilities		16,017	96,679
EQUITY
Share capital	7	33,329,483	33,329,483
Reserves	7	4,411,742	4,411,742
Foreign currency translation		7,967	3,727
Deficit		(37,465,798)	(37,154,730)
Total equity		283,394	590,222
Total Equity and Liabilities		299,411	686,901

NATURE OF OPERATIONS AND GOING CONCERN UNCERTAINTY (Note 1)

These condensed consolidated interim financial statements are authorized for issue by the Board of Directors on May 24, 2024. They are signed on the Company's behalf by:

"Jack Campbell"	, Director
"Ali Zamani"	, Director

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

- 1 -

Mexican Gold Mining Corp.

Condensed Consolidated Interim Statements of Loss and Comprehensive Loss (Unaudited - Expressed in Canadian dollars)

		Three months ended	Nine months ended
			March 31,		March 31,
		2024	2023	2024	2023
	Note	$	$	$	$
Expenses
Care and maintenance	3	33,155	30,226	71,353	63,805
General and administrative	8	55,699	84,511	264,719	238,362
Professional fees		968	(3,146)	36,703	44,451
Loss before other items		(89,822)	(111,591)	(372,775)	(346,618)
Gain on forgiveness of debt	9	-	-	52,000	-
Interest income		2,175	-	6,724	-
Foreign exchange gain (loss)		1,893	(71)	2,983	(57)
Loss for the period		(85,754)	(111,662)	(311,068)	(346,675)
Other comprehensive item that may be
reclassified to profit and loss:
Exchange differences on translation of foreign
operations		2,389	(8,397)	4,240	(10,672)
Loss and comprehensive loss for the period		(83,365)	(120,059)	(306,828)	(357,347)
Loss per share - basic and diluted		(0.00)	(0.01)	(0.01)	(0.02)
Weighted average number of common shares
outstanding - basic and diluted		21,234,278	15,150,946	21,234,278	13,984,280

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

- 2 -

Mexican Gold Mining Corp.

Condensed Consolidated Interim Statements of Cash Flows (Unaudited - Expressed in Canadian dollars)

	Nine months ended March 31,
	2024	2023
	$	$
Cash flows from operating activities
Loss for the period	(311,068)	(346,675)
Adjustments for:
Gain on forgiveness of debt	(52,000)	-
Change in non-cash working capital items:
(Increase) decrease in amounts receivable	30,079	(23,463)
(Increase) decrease in prepaid expenses and deposits	62,659	(17,842)
Increase (decrease) in accounts payable and accrued liabilities	(28,662)	33,782
Net cash used in operating activities	(298,992)	(354,198)
Cash flows from financing activities
Shares issued in private placement	-	1,050,000
Share issuance costs	-	(35,032)
Net cash generated from financing activities	-	1,014,968
Net increase (decrease) in cash	(298,992)	660,770
Cash and cash equivalents at beginning of period	560,970	92,023
Cash and cash equivalents at end of period	261,978	752,793

There were no non-cash investing or financing activities for the nine months ended March 31, 2024 and 2023.

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

- 3 -

Mexican Gold Mining Corp.

Condensed Consolidated Interim Statements of Changes in Equity (Unaudited - Expressed in Canadian dollars)

		Share capital
						Equity settled	Foreign
					Contributed	share-based	currency		Total equity
		Number	Amount		Surplus	payments	translation	Deficit	(deficiency)
	Note	of shares	$	$	$	$		$	$
Balance at June 30, 2022		12,734,280	32,317,636	215,417	4,196,325	2,048	(36,668,131)	63,295
Units issued pursuant to private
placement	7	8,499,998	1,050,000	-	-	-	-	1,050,000
Unit issuance costs	7	-	(35,032)	-	-	-	-	(35,032)
Total comprehensive loss for the period		-	-	-	-	(10,672)	(346,675)	(357,347)
Balance at March 31, 2023		21,234,278	33,332,604	215,417	4,196,325	(8,624)	(37,014,806)	720,916
Unit issuance costs	7	-	(3,121)	-	-	-	-	(3,121)
Total comprehensive loss for the period		-	-	-	-	12,351	(139,924)	(127,573)
Balance at June 30, 2023		21,234,278	33,329,483	215,417	4,196,325	3,727	(37,154,730)	590,222
Total comprehensive loss for the period		-	-	-	-	4,240	(311,068)	(306,828)
Balance at March 31, 2024		21,234,278	33,329,483	215,417	4,196,325	7,967	(37,465,798)	283,394

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

- 4 -

Mexican Gold Mining Corp.

Notes to the Condensed Consolidated Interim Financial Statements For the Nine Months ended March 31, 2024 and 2023 (Unaudited - Expressed in Canadian Dollars)

1. NATURE OF OPERATIONS AND GOING CONCERN UNCERTAINTY

Mexican Gold Mining Corp. (the "Company") was incorporated under the Business Corporations Act (Alberta) on October 5, 2006. On January 17, 2011, the Company was continued into the jurisdiction of Ontario and on February 10, 2020, was continued as a British Columbia corporation under the Business Corporations Act in the Province of British Columbia. The address of the Company's registered office is 900

- 999 Hastings Street West, Vancouver, BC, Canada V6C 2W2.

The Company is a mineral exploration company engaged in the acquisition, exploration and evaluation of resource properties in Mexico. The Company's resource properties presently have no proven or probable reserves, and on the basis of information to date, it has not yet determined whether these properties contain economically recoverable resources. The recoverability of expenditures on its resource properties is dependent upon the existence of economically recoverable resources, the Company securing and maintaining title and beneficial interest in the properties, and the ability of the Company to obtain the necessary financing to complete the exploration and development and future profitable production or, alternatively, on the sufficiency of proceeds from disposition.

These condensed consolidated interim financial statements have been prepared assuming the Company will continue on a going-concern basis and do not include adjustments to amounts and classifications of assets and liabilities that might be necessary should the Company be unable to continue operations. The ability of the Company to continue as a going-concern depends upon its ability to develop profitable operations and to continue to raise adequate financing. As at March 31, 2024, the Company has an accumulated deficit of $37,465,798, and equity of $283,394. In addition, the Company has working capital of $283,394 and negative cash flow from operating activities of $298,992. Management is actively targeting sources of additional financing through alliances with financial, exploration and mining entities, or other business and financial transactions which would assure continuation of the Company's operations and exploration programs. In order for the Company to meet its liabilities as they come due and to continue its operations, the Company is solely dependent upon its ability to generate such financing. These items may cast a significant doubt on the Company's ability to continue as a going concern.

The Company's business may be affected by changes in political and market conditions, such as interest rates, availability of credit, inflation rates, changes in laws, and national and international circumstances. Recent geopolitical events and potential economic global challenges, such as the risk of higher inflation and energy crises, may create further uncertainty with respect to the Company's ability to execute its business plans.

Certain prior year numbers were reclassified to conform to the current year's presentation.

These condensed consolidated interim financial statements were approved by the Board of Directors of the Company on May 24, 2024.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PREPARATION

The principal accounting policies applied in the preparation of these condensed consolidated interim financial statements are set out below.

a) Statement of compliance

The Company's condensed consolidated interim financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS"), as applicable to interim financial reports including International Accounting Standards 34 "Interim Financial Reporting".

These condensed consolidated interim financial statements do not include all the information and note disclosures required by IFRS for annual financial statements and should be read in conjunction with the annual financial statements for the year ended June 30, 2023, which have been prepared in accordance with

- 5 -

Mexican Gold Mining Corp.

Notes to the Condensed Consolidated Interim Financial Statements For the Nine Months ended March 31, 2024 and 2023 (Unaudited - Expressed in Canadian Dollars)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PREPARATION (continued)

a) Statement of compliance (continued)

IFRS as issued by the International Accounting Standards Board ("IASB") and included in Part I of the Handbook of the Chartered Professional Accountants of Canada.

The policies applied in these condensed consolidated interim financial statements are the same as those applied in the most recent annual financial statements and were consistently applied to all periods presented.

b) Basis of presentation

These condensed consolidated interim financial statements have been prepared on a historical cost basis except for financial instruments classified as financial instruments at fair value. In addition, these condensed consolidated interim financial statements have been prepared using the accrual basis of accounting, except for cash flow information.

1. Basis of consolidation

These condensed consolidated interim financial statements include the accounts of the Company and its wholly owned subsidiary as follows:

	Place of Incorporation	Principal Activity
Roca Verde Exploracion Mexico, S.A. de C.V.	Mexico	Exploration company

Inter-company balances and transactions, including unrealized income and expenses arising from inter- company transactions, are eliminated in preparing the condensed consolidated interim financial statements. Subsidiaries are all entities (including structured entities) over which the group has control. The group controls an entity when the group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the group. They are deconsolidated from the date that control ceases.

d) Significant Accounting Estimates and Judgments

The preparation of these condensed consolidated interim 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 condensed consolidated interim financial statements and reported amounts of expenses during the reporting period. Actual outcomes could differ from these estimates.

These condensed consolidated interim financial statements include estimates which, by their nature, are uncertain. The impacts of such estimates are pervasive throughout the condensed consolidated interim financial statements and may require accounting adjustments based on future occurrences. Revisions to accounting estimates are recognized in the period in which the estimate is revised and future periods if the revision affects both current and future periods.

These estimates are based on historical experience, current and future economic conditions and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

Significant assumptions about the future and other sources of estimation uncertainty that management has made at period end 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 the following:

- 6 -

Mexican Gold Mining Corp.

Notes to the Condensed Consolidated Interim Financial Statements For the Nine Months ended March 31, 2024 and 2023 (Unaudited - Expressed in Canadian Dollars)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PREPARATION (continued)

1. Significant Accounting Estimates and Judgments (continued)
   Critical accounting judgments
2. • Presentation of the condensed consolidated interim financial statements as a going concern which assumes that the Company will continue in operation for the foreseeable future, obtain additional financing as required, and will be able to realize its assets and discharge its liabilities in the normal course of operations as they come due.
   • The analysis of the functional currency for each entity of the Company. In concluding that the Canadian dollar is the functional currency of the parent and the Mexican peso of its subsidiary company, management considered the currency in which expenditures are incurred for each jurisdiction in which the Company operates. Management also considered secondary indicators including the currency in which funds from financing activities are denominated, the currency in which funds are retained and the degree of autonomy the foreign operation has with respect to operating activities.

There were no critical accounting estimates made in the preparation of these condensed consolidated interim financial statements.

e) Initial application of new and amended standards in the reporting period

The IASB issued certain new accounting standards or amendments that are mandatory for accounting periods on or after January 1, 2022, including amendments to IAS 16 Property, Plant and Equipment, IAS 37 Provisions, Contingent Liabilities and Contingent Assets - onerous contracts, IAS 8 Accounting Policies, Changes in Accounting Estimates and IAS 1 Presentation of Financial Statements. The effect of such new accounting standards or amendments did not have a material impact on the Company and therefore the Company did not record any adjustments to the condensed consolidated interim financial statements.

f) New accounting standards issued but not yet effective

Certain new accounting standards or interpretations have been published that are not mandatory for the current period and have not been early adopted. These standards and interpretations are not expected to have a material impact on the Company's condensed consolidated interim financial statements.

3.	CASH AND CASH EQUIVALENTS
		March 31,	June 30,
		2024	2023
		$	$
	Cash	107,762	560,970
	Redeemable GIC with accrued interest at 4.5%, maturing August
	17, 2024	154,216	-
	Total	261,978	560,970

- 7 -

Mexican Gold Mining Corp.

Notes to the Condensed Consolidated Interim Financial Statements For the Nine Months ended March 31, 2024 and 2023 (Unaudited - Expressed in Canadian Dollars)

4. AMOUNTS RECEIVABLE

The following table summarizes amounts receivable as at March 31, 2024 and June 30, 2023:

	March 31,	June 30,
	2024	2023
	$	$
Canadian Goods and Services Taxes recoverable	2,526	2,075
Mexican Value Added Taxes recoverable	826	27,116
Total	3,352	29,191

5. PREPAID EXPENSES AND DEPOSITS

The following table summarizes prepaid expenses and deposits as at March 31, 2024 and June 30, 2023:

	March 31,	June 30,
	2024	2023
	$	$
Consulting fees	-	76,335
Regulatory and transfer agent fees	24,794	14,862
Insurance	4,282	1,780
Other	5,005	3,763
Total	34,081	96,740

6. EXPLORATION AND EVALUATION

On October 1, 2021, the properties were placed in care and maintenance. Care and maintenance costs of $71,353 (Nine months ended March 31, 2023 - $63,805) were incurred in the nine months ended March 31, 2024.

Las Minas Project

As at March 31, 2024, the Company owns a 100% interest in the Las Minas and La Miqueta properties, collectively named the Las Minas Project, through its wholly owned subsidiary Roca Verde Exploracion de

Mexico, S.A. de C.V. ("Roca Verde"). The project is comprised of six mineral concessions located in the Las

Minas district in the state of Veracruz, Mexico consisting of the Pepe, Pepe Tres, San Jose, Pueblo Nuevo, La Luz I and San Valentin mineral concessions.

The project rights were acquired by making staged payments in cash and common shares of the Company to the vendors from 2010 through 2018, under two separate, fully executed option agreements. Each of the vendors retained a 1.5% net smelter return ("NSR") subject to a buyback provision, at the Company's discretion, to purchase one third or 0.5% NSR for US$500,000 from each of the vendors. Pursuant to the terms of the purchase and sale agreement of the Pepe, Pepe Tres and San Jose mineral concessions, Roca Verde has a right of first refusal ("ROFR") in the event that the vendor intends to transfer all or part of the

NSR.

On June 17, 2019, the Company entered into a letter agreement ("Letter Agreement") pursuant to which the

Company caused its wholly owned subsidiary, Roca Verde, to sell and assign (the "Assignment") the ROFR and the buyback provision allowing the Company to purchase one third or 0.5% NSR for US$500,000 on the

Pepe, Pepe Tres and San Jose mineral concessions to 1198578 B.C. Ltd. ("BC Co") for consideration of:

- 8 -