Tribeca Resources : 2024 First Quarter Financial Statements

TRIBECA RESOURCES CORPORATION

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED

MARCH 31, 2024

(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 the 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 auditors have not performed a review of these condensed consolidated interim financial statements in accordance with the standards established by the Chartered Professional Accountants of Canada for a review of interim financial statements by an entity's auditor.

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TRIBECA RESOURCES CORPORATION

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF FINANCIAL POSITION (Unaudited - Expressed in Canadian Dollars)

_____________________________________________________________________________________________

		March 31,	December 31,
	Note	2024	2023
		$	$
ASSETS
Current assets
Cash and cash equivalents		1,651,831	2,955,965
GST receivable		31,522	32,040
Prepaid expenses		38,897	48,070
Total current assets		1,722,250	3,036,075
Non-current assets
Exploration and evaluation assets	5	984,241	660,986
TOTAL ASSETS		2,706,491	3,697,061
LIABILITIES
Current liabilities
Accounts payable and accrued liabilities		173,987	241,163
TOTAL LIABILITIES		173,987	241,163
SHAREHOLDERS' EQUITY
Share capital	6	9,160,064	9,160,064
Share-based payments reserve	6	230,698	201,844
Deficit		(6,858,258)	(5,906,010)
TOTAL SHAREHOLDERS' EQUITY		2,532,504	3,455,898
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY		2,706,491	3,697,061

Nature of Operations and Going Concern - see Note 1

These condensed consolidated interim financial statements were approved for issue by the Board of Directors on May 22, 2024 and are signed on its behalf by:

/s/ Thomas Schmidt	/s/ Paul Gow
Thomas Schmidt	Paul Gow
Director	Director

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

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TRIBECA RESOURCES CORPORATION

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF NET LOSS AND COMPREHENSIVE LOSS

(Unaudited - Expressed in Canadian Dollars)

______________________________________________________________________________________________________

		Three Months Ended
		March 31,
	Note	2024	2023
		$	$
Expenses
Exploration and evaluation expenditures		707,562	474,762
Accounting and administration	7(b)(ii)	14,767	15,053
Audit		12,675	-
Corporate development		16,255	3,210
Director and officer compensation	7	90,000	93,750
Legal		13,216	19,596
Market making services		16,500	-
Office		9,111	8,816
Professional fees		-	205
Regulatory fees		6,830	8,528
Rent		2,527	1,005
Share-based compensation	6(d)	28,854	31,928
Shareholder costs		390	993
Transfer agent		1,638	3,353
Travel		15,798	26,528
		936,123	687,727
Loss before other items		(936,123)	(687,727)
Other items
Interest income		24,314	18,836
Foreign exchange		(40,439)	(8,366)
		(16,125)	10,470
Net loss and comprehensive loss for the period		(952,248)	(677,257)
Basic and diluted loss per common share		$(0.02)	$(0.01)
Basic and diluted weighted average number of common shares outstanding		62,243,983	52,087,152

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

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TRIBECA RESOURCES CORPORATION

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

(Unaudited - Expressed in Canadian Dollars)

_________________________________________________________________________________________________________

		Three Months Ended March 31, 2024
	Share Capital	Share-based		Total
	Number of		Payments		Shareholders'
	Shares	Amount	Reserve	Deficit	Equity
		$	$	$	$
Balance at December 31, 2023	62,243,983	9,160,064	201,844	(5,906,010)	3,455,898
Share-based compensation	-	-	28,854	-	28,854
Net loss for the period	-	-	-	(952,248)	(952,248)
Balance at March 31, 2024	62,243,983	9,160,064	230,698	(6,858,258)	2,532,504
		Three Months Ended March 31, 2023
	Share Capital	Share-based		Total
	Number of		Payments		Shareholders'
	Shares	Amount	Reserve	Deficit	Equity
		$	$	$	$
Balance at December 31, 2022	51,886,596	5,968,177	69,059	(3,540,103)	2,497,133
Common shares issued for:
- share options exercised	250,000	62,500	-	-	62,500
Transfer on exercise of share options	-	10,135	(10,135)	-	-
Share-based compensation	-	-	31,928	-	31,928
Net loss for the period	-	-	-	(677,257)	(677,257)
Balance at March 31, 2023	52,136,596	6,040,812	90,852	(4,217,360)	1,914,304

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

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TRIBECA RESOURCES CORPORATION

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS (Unaudited - Expressed in Canadian Dollars)

_______________________________________________________________________________________________________

	Three Months Ended
	March 31,
	2024	2023
	$	$
Operating activities
Net loss for the period	(952,248)	(677,257)
Adjustment for:
Share-based compensation	28,854	31,928
Changes in non-cash working capital item:
GST receivable	518	(35)
Prepaid expenses	9,173	28,830
Accounts payable and accrued liabilities	(97,681)	(226,462)
Net cash used in by operating activities	(1,011,384)	(842,996)
Investing activity
Additions to exploration and evaluation assets	(292,750)	(29,017)
Net cash used in investing activity	(292,750)	(29,017)
Financing activity
Issuance of common shares	-	62,500
Net cash provided by financing activity	-	62,500
Net change in cash	(1,304,134)	(809,513)
Cash at beginning of period	2,955,965	2,281,621
Cash at end of period	1,651,831	1,472,108

Supplemental cash flow information - See Note 10

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

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TRIBECA RESOURCES CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2024

(Unaudited - Expressed in Canadian Dollars)

_____________________________________________________________________________________________

1. Nature of Operations and Going Concern
   Hansa Resources Limited ("Hansa") was incorporated on March 19, 1980 under the provisions of the Company Act (British Columbia). On October 26, 2022 Hansa completed a recapitalization with Tribeca Resources Holdings Ltd. (formerly Tribeca Resources Ltd.) ("TRL") and Hansa changed its name to Tribeca Resources Corporation (the "Company"). The Company's common shares are listed and traded on the TSX Venture Exchange ("TSXV") under the symbol "TRBC" and on the OTCQB under the symbol "TRRCF". The Company's head office is located at #1305 - 1090 West Georgia Street, Vancouver, British Columbia V6E 3V7 Canada.
   The Company is a junior mineral exploration company currently engaged in the acquisition and exploration of mineral properties located in Chile. Although the Company has taken steps to verify title to exploration and evaluation properties in which it has an interest, in accordance with industry standards for the current stage of exploration of such properties, these procedures do not guarantee the Company's title. Property title may be subject to government licensing requirements or regulations, social licensing requirements, unregistered prior agreements, unregistered claims, aboriginal claims, and non-compliance with regulatory and environmental requirements. The Company's assets may also be subject to increases in taxes and royalties, renegotiation of contracts, expropriation of properties, and political uncertainty.
   As at March 31, 2024 the Company had working capital of $1,548,263. At present, the Company's operations do not generate cash inflows and its financial success is dependent on management's ability to fund its exploration and evaluation programs and discover economically viable mineral deposits. The mineral exploration process can take many years and is subject to risk factors that are beyond the Company's control.
   In order to finance the Company's anticipated option and levy payments on its existing exploration and evaluation assets, fund future exploration programs and to cover administrative and overhead expenses, the Company will be required to raise money through the sale of equity instruments. Many factors influence the Company's ability to raise funds, including the health of the resource market, the climate for mineral exploration investment, the Company's track record, and the experience and calibre of its management. Actual funding requirements may vary from those planned due to a number of factors, including the progress of exploration activities. Management believes it will be able to raise equity capital as required in the long term but recognizes there will be risks involved that may be beyond their control.
   The business of exploring for minerals involves a high degree of risk and there can be no assurance that current exploration programs will result in profitable mining operations. The recoverability of the carrying value of exploration properties and the Company's continued existence are dependent upon the preservation of its interest in the underlying properties, the discovery of economically recoverable reserves, the achievement of profitable operations, or the ability of the Company to raise alternative financing, if necessary, or alternatively upon the Company's ability to dispose of its interests on an advantageous basis.
   Management has applied judgement in the assessment of the Company continuing as a going concern by taking into account all available information. Management estimates that the going concern assumption is appropriate for at least the next twelve months following the reporting date of these statements.
2. Basis of Preparation
   Statement of Compliance
   These condensed interim financial statements have been presented in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board ("IASB"), applicable to the preparation of interim financial statements, including IAS 34, Interim Financial Reporting.
   The preparation of financial statements requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense. Actual results may differ from these estimates.

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TRIBECA RESOURCES CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2024

(Unaudited - Expressed in Canadian Dollars)

_____________________________________________________________________________________________

1. Basis of Preparation (continued)
   Basis of Measurement
   The Company's condensed consolidated interim financial statements have been prepared on the historical cost basis except for the revaluation of certain financial assets and financial liabilities to fair value. The condensed consolidated interim financial statements are presented in Canadian dollars unless otherwise stated.
2. Material Accounting Policies
   These condensed consolidated interim financial statements have been prepared on a basis consistent with the material accounting policies disclosed in the consolidated financial statements for the year ended December 31, 2023. Accordingly, they should be read in conjunction with the consolidated financial statements for the year ended December 31, 2023.
   Accounting Standards Issued but Not Yet Effective
   As at March 31, 2024, there are no IFRS Accounting Standards with future effective dates that are expected to have a material impact on the Company.
3. Subsidiaries

The Company's effective ownership in its active subsidiaries is as follows:

Company	Location of Incorporation	Effective Ownership Interest
Tribeca Resources Holdings Ltd. ("TRL")	Canada	100%
Tribeca Resources Chile SpA ("TRC")	Chile	100%
Bluerock Resources SpA ("Bluerock")	Chile	100%

5. Exploration and Evaluation Assets

	La Higuera	Chiricuto
	IOCG Property	Property	Total
	$	$	$
Balance, December 31, 2022	527,097	-	527,097
Option payments	70,887	-	70,887
Levy payments	63,002	-	63,002
Balance, December 31, 2023	660,986	-	660,986
Option payments	265,547	27,203	292,750
Levy payments	30,505	-	30,505
Balance, March 31, 2024	957,038	27,203	984,241

La Higuera IOCG Property

The La Higuera IOCG Property consists of 43 mineral concessions located in Region de Coquimbo, Elqui Province, Chile, grouped as follows:

1. Caballo Blanco Concessions
   Purchased 19 mineral claims in March 2015 for $60,750 (US$43,750) cash. A 1% net smelter return royalty ("NSR") is payable to the vendor.

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TRIBECA RESOURCES CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2024

(Unaudited - Expressed in Canadian Dollars)

_____________________________________________________________________________________________

5. Exploration and Evaluation Assets (continued)

1. Don Baucha Concession
   On February 14, 2019 the Company entered into a purchase option agreement and has acquired one mineral concession for $281,418 (US $225,000).
2. Gaby-TotitoConcessions
   On March 15, 2019, as amended October 23, 2023, the Company entered into a purchase option agreement to acquire 12 mineral concessions by making option payments totalling US $2,150,000. As at March 31, 2024 the Company has made payments totalling $469,809 (US $350,000) (December 31, 2023 - $204,262 (US $150,000)). In order to exercise the option the Company will be required to pay US $1,800,000 by March 15, 2025.
   The Company is also required to make annual exploration levy payments ("Levy Payments"), calculated at 5% of exploration expenditures incurred on the Gaby-Totito concessions during the period ending March 15, 2026 (the "Option Period"), capped at US $500,000. During the three months ended March 31, 2024 the Company calculated Levy Payments of $30,505 (December 31, 2023 - $63,002), which has been included in accounts payable and accrued liabilities.
3. Benja and Blanco Concessions
   In fiscal 2020, the Company acquired 11 mineral concessions in consideration of a 1.0% NSR payable to the vendor.

Chiricuto Property

On March 27, 2024, the Company entered into a purchase option agreement ("the Purchase Option") with two groups of private owners (the "Project Vendors") to acquire a 100% interest in six exploration concessions covering 570 hectares (the "Chiricuto Property") located in the Mantoverde district of the Chilean Coastal Belt.

The key terms under which the Company has the right, but not the obligation, to acquire the Purchase Option are as follows:

1. Option cost: Cash payment of US $20,000 upon execution of the Agreement (paid);
2. Purchase price: US $0.01 per pound of contained copper equivalent metal contained in the Measured & Indicated categories of an independent NI 43-101 compliant Mineral Resource Estimate ("MRE"). Purchase price will be at least US $1,000,000 and will be capped at US $10,000,000;
3. Holding costs: The Company to pay annual concession fees (approximately US $20,000 in 2024);
4. Past annual concessions fees: Payment or reimbursement of certain past licence fees totalling $36,212 (paid);
5. Exploration Levy payments: Annual 5% Exploration Levy cash payments to the Project Vendors with guaranteed minimum payment of US $20,000 and cumulative amount paid to the Project Vendors during the option period capped at US $1,000,000;
6. Duration: 5-year option to purchase a 100% interest in the Chiricuto Property. The option period is extendible to 6 years by paying US $50,000 to the Project Vendors and increasing the purchase price from US $0.01 to US $0.011 per pound of contained copper equivalent in the MRE;
7. Deliverables: To exercise its Purchase Option, the Company must deliver an NI 43-101 compliant MRE (to a minimum Inferred level of confidence), and have completed at least 3,000 metres of drilling over the geophysical anomaly identified at the Chiricuto Property; and
8. NSR Royalty: If the Purchase Option is exercised, the Project Vendors retain a 0.5% NSR Royalty over the Chiricuto Property. No repurchase rights are included. 50% of Chiricuto Property purchase price to count as credit towards the NSR Royalty.

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TRIBECA RESOURCES CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2024

(Unaudited - Expressed in Canadian Dollars)

_____________________________________________________________________________________________

1. Exploration and Evaluation Assets (continued)
   With the exception of the initial cash payment of US $20,000 to the Project Vendors and the reimbursement of past concession fees, the foregoing exploration expenditures, payments and work commitments are optional; the Company will not be obliged to make any payments, complete any work or deliver the MRE should it elect not to execute the Purchase Option. The Company will be the operator of the project.
2. Share Capital
3. 1. Authorized Share Capital
      The Company's authorized share capital consists of an unlimited number of common shares without par value. All issued common shares are fully paid.
   2. Equity Financings
      Three Months Ended March 31, 2024
      No financing were completed during the three months ended March 31, 2024.
      Fiscal 2023
      During fiscal 2023 the Company completed a non-brokered private placement of 10,029,887 units at $0.33 per unit, for total proceeds of $3,309,863. Each unit comprised one common share and one-half of a share purchase warrant. Each whole warrant entitles the holder to purchase one additional common share at a price of $0.55 per share for a period of two years from the date of issuance. Each warrant is subject to a forced conversion once the common shares trade above a weighted average trading price of $0.75 per share for any 10 consecutive trading days.
      The Company paid cash commissions totalling $102,000 and issued 309,090 share purchase warrants (the "Finder's Warrants"). Each Broker Warrant entitles the holder to purchase an additional common share of the Company at a price of $0.33 per share until July 21, 2025. The fair value of the Finder's Warrants has been estimated using the Black-Scholes option pricing model. The assumptions used were: a risk-free interest rate of 4.53%; expected volatility of 80%; an expected life of 2 years; a dividend yield of 0%; and an expected forfeiture rate of 0%. The value assigned to the Finder's Warrants was $43,273.
      The Company incurred $70,913 for legal and filing costs associated with the private placement.
   3. Warrants
      A summary of the number of common shares reserved pursuant to the Company's outstanding warrants at March 31, 2024 and 2023 and the changes for the three months ended on those dates is as follows:

		2024		2023
		Weighted		Weighted
		Average		Average
		Exercise		Exercise
	Number	Price	Number	Price
		$		$
Balance, beginning and end of period	5,324,029	0.54	1,250,000	0.25

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