Mirasol Resources Ltd.
Annual Report 2023

Plain-text annual report

MIRASOL RESOURCES LTD. CONSOLIDATED FINANCIAL STATEMENTS For the years ended June 30, 2023 and 2022 (Expressed in Canadian Dollars) INDEPENDENT AUDITOR’S REPORT To the Shareholders of Mirasol Resources Ltd. Opinion We have audited the accompanying consolidated financial statements of Mirasol Resources Ltd. (the “Company”), which comprise the consolidated statements of financial position as at June 30, 2023 and 2022, and the consolidated statements of loss and comprehensive loss, changes in equity, and cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies. In our opinion, these consolidated financial statements present fairly, in all material respects, the financial position of the Company as at June 30, 2023 and 2022, and its financial performance and its cash flows for the years then ended in accordance with International Financial Reporting Standards (“IFRS”). 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 Company 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 in our audit 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 of the current year. 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. Assessment of Impairment Indicators of Exploration and Evaluation Assets (“E&E Assets”) As described in Note 12 to the consolidated financial statements, the carrying amount of the Company’s E&E Assets was $1,467,378 as of June 30, 2023. As more fully described in Note 3 to the consolidated financial statements, management assesses E&E Assets for indicators of impairment at each reporting period. The principal considerations for our determination that the assessment of impairment indicators of the E&E Assets is a key audit matter are that there was judgment made by management when assessing whether there were indicators of impairment for the E&E Assets, specifically relating to the assets’ carrying amount which is impacted by the Company’s intent and ability to continue to explore and evaluate these assets. This in turn led to a high degree of auditor judgment, subjectivity, and effort in performing procedures to evaluate audit evidence relating to the judgments made by management in their assessment of indicators of impairment that could give rise to the requirement to prepare an estimate of the recoverable amount of the E&E Asset. Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. Our audit procedures included, among others:  Evaluating management’s assessment of impairment indicators.  Evaluating the intent for the E&E Assets through discussion and communication with management.  Reviewing the Company’s recent expenditure activity and expenditure budgets for future periods.  Assessing compliance with agreements and expenditure requirements including reviewing option agreements and vouching cash payments.  Obtaining confirmation of title to ensure mineral rights underlying the E&E Assets are in good standing. Other Information Management is responsible for the other information. The other information obtained at the date of this auditor's report includes 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 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 Management’s 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 a material misstatement of this other information, we are required to report that fact. 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 IFRS, 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 Company'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 Company or to cease operations, or has no realistic alternative but to do so. Those charged with governance are responsible for overseeing the Company'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 Company'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 Company'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 Company 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 Company 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 year 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 Stephen Hawkshaw. Vancouver, Canada October 26, 2023 Chartered Professional Accountants Mirasol Resources Ltd. Consolidated Statements of Financial Position As of June 30, 2023 and 2022 (Expressed in Canadian Funds, except where indicated) ASSETS Current Assets Cash and cash equivalents (Note 6) Prepaid expenses, receivables, and advances (Note 7) Current portion of lease receivable (Note 11) Due from JV partner (Note 12m) Marketable securities (Note 8) $ Non-Current Assets Equipment (Note 9) Right-of-use assets (Note 10) Non-current portion of lease receivable (Note 11) Exploration and evaluation assets (Note 12) Total Assets LIABILITIES Current Liabilities Accounts payable and accrued liabilities (Note 13b) Current portion of lease liabilities (Note 11) Long-Term Liabilities Non-current portion of lease liabilities (Note 11) Total Liabilities EQUITY Share Capital (Note 14) Reserves (Note 14) Accumulated Other Comprehensive Loss Deficit June 30, 2023 June 30, 2022 8,123,682 $ 203,786 38,064 16,693 155,669 8,537,894 116,596 46,966 22,618 1,467,378 1,653,558 5,698,539 112,258 35,684 219,051 726,456 6,791,988 143,059 70,194 49,514 1,419,519 1,682,286 $ 10,191,452 $ 8,474,274 $ 744,547 $ 87,690 832,237 53,115 885,352 $ 475,242 82,140 557,382 115,048 672,430 $ $ 67,592,500 $ 19,578,061 (29,756) (77,834,705) 57,502,177 18,362,103 (24,558) (68,037,878) 9,306,100 7,801,844 Total Liabilities and Equity $ 10,191,452 $ 8,474,274 Nature of business (Note 1) Commitment (Note 17) Subsequent event (Note 18) On Behalf of the Board: “ Patrick Evans ” “ Nick DeMare ” , , Director Director The accompanying notes are an integral part of these consolidated financial statements Page 5 Mirasol Resources Ltd. Consolidated Statements of Loss and Comprehensive Loss For the Years Ended June 30, (Expressed in Canadian Funds, except where indicated) Income Option income (Notes 12b and 12c) Management fees income Expenses Exploration expenditures (Notes 12 and 13a i) Business development (Note 13b i) Marketing and investor communications Management fees (Note 13a i) Office and miscellaneous Share-based payments (Note 13a ii,14c) Professional fees (Note 13b) Director fees (Note 13a iii) Travel Transfer agent and filing fees Depreciation (Notes 9 and 10) Interest income Interest expense (Note 11) Bad debt expense (Note 12) Foreign exchange gain Unrealized loss on marketable securities fair value (Note 8) Other income Write off expenses (Note 12) 2023 2022 $ - $ 15,982 15,982 7,068,730 251,514 123,282 554,221 254,585 954,593 193,843 100,800 89,869 24,956 69,049 (9,685,442) 343,397 153,300 496,697 3,738,706 141,167 91,886 441,497 186,602 578,477 149,246 95,550 40,668 26,041 96,752 (5,586,592) (9,669,460) (5,089,895) 628,872 (25,758) (495,369) 287,250 (570,787) 68,591 (20,166) (127,367) 523,497 (33,546) - 249,022 (739,691) 9,600 - 8,882 Loss for the Year $ (9,796,827) $ (5,081,013) Other Comprehensive Loss Items that will not be reclassified to profit and loss: Exchange differences on translation of foreign operations 4,303 (6,925) Loss and Comprehensive Loss for the Year Loss per Share (Basic and Diluted) $ $ (9,792,524) $ (5,087,938) (0.17) $ (0.09) Weighted Average Number of Shares Outstanding (Basic and Diluted) 57,273,802 53,959,279 Page 6 Mirasol Resources Ltd. Consolidated Statement of Changes in Equity For the Years Ended June 30 (Expressed in Canadian Funds, except where indicated) Share Capital Number of Common Shares Common Shares Amount Balance – June 30, 2021 Treasury shares cancelled Share issue costs Share-based payments Foreign currency translation adjustment Loss for the year 53,895,043 (45,000) - 165,000 - - $57,477,459 (48,002) (705) 73,425 - - Accumulated Other Comprehensive Loss $(17,633) - - - (6,925) - Reserves $17,828,859 28,192 - 505,052 - - Deficit $(62,956,865) - - - - (5,081,013) Total Equity $12,331,820 (19,810) (705) 578,477 (6,925) (5,081,013) Balance – June 30, 2022 54,015,043 $57,502,177 $18,362,103 $(24,558) $(68,037,878) $7,801,844 Treasury shares cancelled Private placement financing Share issue costs Shares issue for options exercised Share-based payments Foreign currency translation adjustment Loss for the year Balance – June 30, 2023 (35,000) 10,986,267 - 683,750 - - - 64,650,060 (37,259) 10,019,328 (349,012) 457,266 - - - $67,592,500 23,609 413,672 - (175,916) 954,593 - - $19,578,061 - - - - - (5,198) - $(29,756) - - - - - - (9,796,827) $(77,834,705) (13,650) 10,433,000 (349,012) 281,350 954,593 (5,198) (9,796,827) $9,306,100 The accompanying notes are an integral part of these consolidated financial statements Page 7 Mirasol Resources Ltd. Consolidated Statement of Changes in Cash Flows For the Years Ended June 30 (Expressed in Canadian Funds, except where indicated) Operating Activities Loss for the year Adjustments for: Interest income Interest expense Bad debt expense Depreciation Other expense Share-based payments Write off exploration and evaluation assets Unrealized loss on marketable securities fair value Unrealized foreign exchange Changes in non-cash working capital items: Receivables and advances Accounts payables and accrued liabilities Due from joint venture partner Provision for bad debt Cash used in operating activities Investing Activities Purchase of exploration and evaluation assets Purchase of equipment Interest received Cash provided by investing activities Financing Activity Lease payments Proceeds from private placement Shares issuance costs Options exercised for cash Treasury shares repurchased Cash provided by (used in) financing activities 2023 2022 $ (9,796,827) $ (5,081,013) (628,872) 25,758 495,369 69,049 7,203 954,593 20,166 570,787 (192,967) (8,475,741) (83,046) 269,305 49,300 (342,311) (8,582,493) (68,025) (19,358) 602,018 514,635 (46,456) 10,433,000 (349,012) 281,350 (13,650) 10,305,232 (526,829) 33,546 - 96,752 5,047 578,477 - 739,691 (344,053) (4,498,382) 46,646 (423,934) (172,961) - (5,048,631) - (45,918) 525,301 479,383 (72,228) - (705) - (19,810) (92,743) Effect of Exchange Rate Change on Cash and Cash Equivalents 187,769 337,128 Change in Cash and Cash Equivalents Cash and Cash Equivalents - Beginning of Year 2,425,143 5,698,539 (4,324,863) 10,023,402 Cash and Cash Equivalents - End of Year $ 8,123,682 $ 5,698,539 Cash and Cash Equivalents Consist of: Cash Cash equivalents $ $ 1,077,682 7,046,000 8,123,682 $ $ 1,154,889 4,543,650 5,698,539 The accompanying notes are an integral part of these consolidated financial statements. Page 8 Mirasol Resources Ltd. Consolidated Statement of Changes in Cash Flows For the Years Ended June 30 (Expressed in Canadian Funds, except where indicated) Supplemental Schedule of Non-Cash Investing and Financing Transactions: Residual value of warrants Reserve value from options exercised Marketable securities received as recovery of exploration and evaluation assets Recognition of sublease receivable Cash paid during the year for interest Cash paid during the year for income taxes $ $ 413,672 175,916 $ - - 25,758 - $ - 287,060 90,668 33,546 - The accompanying notes are an integral part of these consolidated financial statements. Page 9 Mirasol Resources Ltd. Notes to the Consolidated Financial Statements For the Years Ended June 30, 2023, and 2022 (Expressed in Canadian Funds, except where indicated) 1. Nature of Business Mirasol Resources Ltd. (“Mirasol” or the “Company”) is incorporated under the laws of the Province of British Columbia, Canada. The Company’s corporate registered and records office is located at 700 – 1199 Hastings Street, Vancouver, British Columbia and the head office is located at 1150-355 Burrard Street, Vancouver, British Columbia. Mirasol engages in the acquisition and exploration of mineral properties, principally located in Chile and Argentina, with the objective of identifying mineralized deposits economically worthy of subsequent development, mining or sale. The business of mining and exploration involves a high degree of risk and there can be no assurance that current exploration programs will result in profitable mining operations. The Company has no source of revenue and has significant cash requirements to meet its administrative overhead and maintain its exploration and evaluation assets. The recovery of the Company’s exploration and evaluation assets is dependent on the discovery of economically recoverable reserves, the ability of the Company to obtain the necessary financing to complete the development of these properties, and future profitable production or proceeds from disposition of exploration and evaluation assets. While the Company has been successful in the past with its financing efforts, there can be no assurance that it will be able to do so in the future. Recent global issues, including the ongoing COVID-19 pandemic and geo-political conflicts have adversely affected workplaces, economies, supply chains, and financial markets globally. It is not possible for the Company to predict the duration or magnitude of the adverse results of these issues and their effects on the Company's business or results of operations this time. Management estimates that the Company has sufficient working capital to maintain its operations and activities for at least the next twelve months. 2. Basis of Presentation Statement of compliance The consolidated financial statements of the Company have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and interpretations of the International Financial Reporting Interpretations Committee (“IFRIC”). The policies presented in Note 3 were consistently applied to all years presented. The Board of Directors approved the consolidated financial statements on October 26th, 2023. Basis of measurement These consolidated financial statements have been prepared on a historical cost basis. Financial instruments classified as financial instruments at fair value through profit or loss are stated at their fair value. In addition, these consolidated financial statements have been prepared using the accrual basis of accounting except for the cash flow information. Page 10 Mirasol Resources Ltd. Notes to the Consolidated Financial Statements For the Years Ended June 30, 2023, and 2022 (Expressed in Canadian Funds, except where indicated) 3. Significant Accounting Policies a) Consolidation These consolidated financial statements include the accounts of the Company (the “Parent”) and its subsidiaries. The principal subsidiaries of the Company, their activities, and their geographic locations as of June 30, 2023, were as follows: Subsidiary Principal activity Location Minera Mirasol Chile Limitada Cabo Sur S.A. Australis S.A. Minera Del Sol S.A. Nueva Gran Victoria S.A. Recursos Mirasol Holdings Ltd. MDS Property Holdings Ltd. Mineral exploration Mineral exploration Mineral exploration Mineral exploration Mineral exploration Holding company Holding company Chile Argentina Argentina Argentina Argentina British Virgin Islands British Virgin Islands Proportion of interest held by the Company 100% 100% 100% 100% 100% 100% 100% Subsidiaries are included in the consolidated financial results of the Company from the effective date of acquisition or control and up to the effective date of disposition or loss of control. Control is achieved when the Company has power over the investee, is exposed to or has rights to variable returns from its involvement with an investee and has the ability to affect those returns through its power over the investee. The transactions among the entities in the consolidated group pertain to the transfer of funds and payment of third-party costs. All inter-group transactions and balances have been eliminated upon consolidation. b) Significant Accounting Estimates and Judgments The preparation of financial statements requires management to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, profit, and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and further periods if the review affects both current and future periods. Significant accounting estimates and judgments are related to, but are not limited to, the following: a) Impairment of exploration and evaluation assets: The capitalized carrying value of each property group is reviewed regularly for conditions that are indicators of impairment. This review requires significant judgment as the Company does not have any proven and probable reserves that enable future cash flows to be compared to the carrying values. Factors considered in the assessment of asset impairment include, but are not limited to, whether there has been a significant adverse change in the legal, regulatory, accessibility, title, environmental or political factors that could affect the claims’ value; whether there has been an accumulation of costs significantly in excess of the amounts originally expected for the claims’ acquisition, or cost of holding; whether exploration activities produced results that are not promising such that no more Page 11 Mirasol Resources Ltd. Notes to the Consolidated Financial Statements For the Years Ended June 30, 2023, and 2022 (Expressed in Canadian Funds, except where indicated) 3. Significant Accounting Policies (Cont’d…) b) Significant Accounting Estimates and Judgments (Cont’d…) a) Impairment of exploration and evaluation assets (Cont’d…) work is being planned in the foreseeable future; and whether the Company has the necessary funds to be able to maintain its interest in the mineral claims. The Company has concluded that impairment conditions do not exist for its exploration and evaluation assets hold as of June 30, 2023. Ownership of exploration and evaluation assets involves certain risks due to the difficulties of determining and obtaining clear title to claims as well as the potential for problems arising from the frequently ambiguous conveyance history characteristics of many exploration and evaluation assets. The Company has investigated ownership of its exploration and evaluation assets, and, to the best of its knowledge, ownership of its interests is in good standing. b) Valuation of share purchase options: The Company provides compensation benefits to its employees, directors and officers through a stock option plan. The fair value of each option award is estimated on the date of the grant using the Black-Scholes option pricing model. Expected volatility assumption used in the model is based on the historical volatility of the Company’s share price. The Company uses historical data to estimate the period of option exercises and their forfeiture rates for use in the valuation model. The risk-free interest rate for the expected term of the option is based on the yields of government bonds. Changes in these assumptions, especially the volatility and the expected life determination could have a material impact on the Company’s profit or loss. All estimates used in the model are based on historical data which may not be representative of future results. c) Income taxes: The Company is subject to income taxes in numerous jurisdictions. Uncertainties exist with respect to interpretations of tax regulations. Judgment is required in determining whether deferred tax assets are recognized on the statement of financial position. The recognition of deferred tax assets requires management to assess the likelihood that the Company will generate taxable income in future periods to utilize the deferred tax assets. Due to a history of losses deferred tax assets have not been recognized. d) Functional currencies: The functional currency of an entity is the currency of the primary economic environment in which an entity operates. The determination of an entity’s functional currency requires judgment based on analysis of relevant factors identified in IAS 21, The Effects of Changes in Foreign Exchange Rates (“IAS 21”). Except for the Company’s subsidiaries in the British Virgin Islands (Note 3a), the Company has determined that its subsidiaries in Chile and Argentina incur costs in United States Dollars, Canadian Dollars, as well as the Chilean and Argentine Pesos and therefore do not indicate a single primary currency for operating in these jurisdictions. These subsidiaries are financed entirely by its Canadian Parent and therefore act as its extension. The Company has therefore determined that the functional currency of all of its subsidiaries in Chile and Argentina is the Canadian Dollar, similar to the Parent. Page 12 Mirasol Resources Ltd. Notes to the Consolidated Financial Statements For the Years Ended June 30, 2023, and 2022 (Expressed in Canadian Funds, except where indicated) 3. Significant Accounting Policies (Cont’d…) c) Foreign Currencies The functional currency of the Company and its operating subsidiaries, Minera Del Sol S.A., Australis S.A., Nueva Gran Victoria S.A., Cabo Sur S.A., and Minera Mirasol Chile Limitada, is the Canadian Dollar (“$”). The functional currency of its holding subsidiaries, Recursos Mirasol Holdings Ltd., and MDS Property Holdings Ltd. is the United States Dollar. Any transactions in currencies other than the functional currency have been translated to the Canadian Dollar in accordance with IAS 21. Transactions in currencies other than the functional currency are recorded at the rates of exchange prevailing on dates of transactions. At the end of each reporting period, monetary assets and liabilities that are denominated in foreign currencies are translated at the rates prevailing at that date. Non- monetary assets and liabilities carried at fair value that are denominated in foreign currencies are translated at rates prevailing at the date when the fair value was determined. All gains and losses on translation of these foreign currency transactions are included in profit or loss. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated. Assets and liabilities of entities with a functional currency other than the Canadian Dollar are translated at the period end rates of exchange, and the results of their operations are translated at average rates of exchange for the period. The resulting changes are recognized in accumulated other comprehensive income (loss) (“AOCI”) in equity as a foreign currency translation adjustment. The Company’s presentation currency is the Canadian Dollar. d) Cash and Cash Equivalents Cash and cash equivalents consist of cash on deposit with banks and short-term redeemable interest-bearing investments with maturities of three months at the purchase date. Deposits with banks and short-term interest- bearing investments with original term to maturity greater than three months but less than one year are presented as short-term investments. e) Financial Instruments Classification Financial assets are classified at initial recognition as either: amortized cost, fair value through profit or loss (“FVTPL”), or fair value through other comprehensive income ("FVTOCI"). The classification depends on the Company’s business model for managing the financial assets and the contractual cash flow characteristics. For assets measured at fair value, gains and losses will either be recorded in profit or loss or other comprehensive income. Fair value through profit or loss (“FVTPL”) – Financial assets carried at FVTPL are initially recorded at fair value and transaction costs are expensed in profit or loss. Realized and unrealized gains and losses arising from changes in the fair value of the financial asset held at FVTPL are included in profit or loss in the period in which they arise. Derivatives are also categorized as FVTPL unless they are designated as hedges. Fair value through other comprehensive income (“FVTOCI”) - Investments in equity instruments at FVTOCI are initially recognized at fair value plus transaction costs. Subsequently, they are measured at fair value, with gains and losses arising from changes in fair value recognized in other comprehensive income. There is no subsequent reclassification of fair value gains and losses to profit or loss following the derecognition of the investment. Financial assets at amortized cost - A financial asset is measured at amortized cost if the objective of the business model is to hold the financial asset for the collection of contractual cash flows, and the asset's contractual cash flows are comprised solely of payments of principal and interest. They are classified as current assets or non-current assets based on their maturity date and are initially recognized at fair value and subsequently carried at amortized cost less any impairment. Page 13 Mirasol Resources Ltd. Notes to the Consolidated Financial Statements For the Years Ended June 30, 2023, and 2022 (Expressed in Canadian Funds, except where indicated) 3. Significant Accounting Policies (Cont’d…) e) Financial Instruments (Cont’d…) Derivatives embedded in contracts where the host is a financial asset in the scope of the standard are never separated. Instead, the hybrid financial instrument as a whole is assessed for classification. Financial liabilities are measured at amortized cost, unless they are required to be measured at FVTPL or the Company has opted to measure at FVTPL. The Company classifies its financial instruments as follows: Cash and cash equivalents Marketable securities Receivables Lease receivable Accounts payable and accrued liabilities Lease liabilities Advances to/from JV partner Measurement Amortized Cost FVTPL Amortized cost Amortized cost Amortized cost Amortized cost Amortized cost Financial assets and liabilities at FVTPL are initially recognized at fair value and transaction costs are expensed in profit or loss. Realized and unrealized gains and losses arising from changes in the fair value of the financial assets or liabilities held at FVTPL are included in profit or loss in the period in which they arise. Where the Company has opted to designate a financial liability at FVTPL, any changes associated with the Company's credit risk will be recognized in OCI. Financial assets and liabilities at amortized cost are initially recognized at fair value, and subsequently carried at amortized cost less any impairment. Impairment The Company assesses on a forward-looking basis the expected credit loss ("ECL") associated with financial assets measured at amortized cost, contract assets and debt instruments carried at FVOCI. The impairment methodology applied depends on whether there has been a significant increase in credit risk. An impairment loss in respect of a financial asset measured at amortized cost is calculated as the difference between its carrying amount and the present value of the estimated future cash flows discounted at the asset’s original effective interest rate. Losses are recognized in profit or loss and reflected in an allowance account against receivables. When a subsequent event causes the amount of impairment loss to decrease, the decrease in impairment loss is reversed through profit or loss. f) Impairment of Non-Financial Assets The carrying amounts of non-financial assets are reviewed for impairment whenever facts and circumstances suggest that the carrying amounts may not be recoverable. If there are indicators of impairment, the recoverable amount of the asset is estimated in order to determine the extent of any impairment. For the purpose of measuring recoverable amounts, assets are grouped at the lowest levels for which there are separately identifiable cash flows (“cash-generating units” or “CGUs”). The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use (being the present value of the expected future cash flows of the relevant asset or CGU). An impairment loss is recognized for the amount by which the asset’s carrying amount exceeds its recoverable amount. Page 14 Mirasol Resources Ltd. Notes to the Consolidated Financial Statements For the Years Ended June 30, 2023, and 2022 (Expressed in Canadian Funds, except where indicated) 3. Significant Accounting Policies (Cont’d…) f) Impairment of Non-Financial Assets (Cont’d…) Non-financial assets that have been impaired in prior periods are tested for possible reversal of impairment whenever events or changes in circumstances indicate that the impairment has reversed. If the impairment has reversed, the carrying amount of the asset is increased to its recoverable amount but not beyond the carrying amount that would have been determined had no impairment loss been recognized for the asset in the prior periods. A reversal of an impairment loss is recognized in profit or loss in the period of such reversal. g) Equipment Equipment is stated at cost less accumulated depreciation and accumulated impairment losses. Cost includes expenditures that are directly attributable to the acquisition of the asset. Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Company and the cost can be measured reliably. The carrying amount of a replaced asset is derecognized when replaced. The Company provides for depreciation as follows:  Exploration equipment: 30% declining balance; and  Computer hardware: 30% declining balance. The Company allocates the amount initially recognized to each asset’s significant components and depreciates each component separately. Residual values, depreciation methods and useful lives of the assets are reviewed periodically and adjusted on a prospective basis as required. h) Exploration and Evaluation Assets The Company capitalizes the direct costs of acquiring mineral property interests as exploration and evaluation assets. Option payments are considered acquisition costs if the Company has the intention of exercising the underlying option. Exploration and evaluation costs are charged to operations in the period incurred until such time as it has been determined that a property has economically recoverable reserves, and is technically feasible, in which case the balance is tested for impairment and subsequent development costs are capitalized. Exploration costs include value-added taxes because the recoverability of these amounts is uncertain. The receipt of option payments from the Company’s joint venture partners are applied first towards the capitalized cost for the acquisition of pertinent mineral property interests. Option payments in excess of the capitalized acquisition costs are netted against the exploration costs for the period. JV management fees are included in exploration expenditures on the statement of loss and comprehensive loss. i) Lease liability At inception of a contract, the Company assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The Company assesses whether the contract involves the use of an identified asset, whether the right to obtain substantially all of the economic benefits from use of the asset during the term of the arrangement exists, and if the Company has the right to direct the use of the asset. At inception or on reassessment of a contract that contains a lease component, the Company allocates the consideration in the contract to each lease component on the basis of their relative standalone prices. As a lessee, the Company recognizes a right-of-use asset and a lease liability at the commencement date of a lease. The right-of-use asset is initially measured at cost, which is comprised of the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any decommissioning and restoration costs, less any lease incentives received. The right-of-use asset is subsequently depreciated from the commencement date to the earlier of the end of the lease term, or the end of the useful life of the asset. In addition, the right-of-use asset may be reduced due to impairment losses, if any, and adjusted for certain remeasurements of the lease liability. Page 15 Mirasol Resources Ltd. Notes to the Consolidated Financial Statements For the Years Ended June 30, 2023, and 2022 (Expressed in Canadian Funds, except where indicated) 3. Significant Accounting Policies (Cont’d…) i) Lease liability (Cont’d…) A lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted by the interest rate implicit in the lease, or if that rate cannot be readily determined, the incremental borrowing rate. Lease payments included in the measurement of the lease liability are comprised of: fixed payments, including in-substance fixed payments, less any lease incentives receivable; a) b) variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date; c) amounts expected to be payable under a residual value guarantee; d) exercise prices of purchase options if the Company is reasonably certain to exercise that option; and e) payments of penalties for terminating the lease, if the lease term reflects the lessee exercising an option to terminate the lease. The lease liability is measured at amortized cost using the effective interest method. It is remeasured when there is a change in future lease payments arising from a change in an index or rate, or if there is a change in the estimate or assessment of the expected amount payable under a residual value guarantee, purchase, extension or termination option. Variable lease payments not included in the initial measurement of the lease liability are charged directly to profit or loss. j) Lease receivable At the commencement of a lease, the Company, if acting in capacity as a lessor, will classify the lease as a finance lease and recognize a lease receivable at an amount equal to the net investment in the lease if it transfers substantially all the risks and rewards incidental to ownership of an underlying asset or if the lease is a sublease, by reference to the ROU asset arising from the original lease (the “head lease”). A lease is classified as an operating lease if it does not transfer substantially all the risks and rewards incidental to ownership of an underlying asset or the lease is a short-term lease. Cash received from an operating lease is included in other income in the Company’s consolidated statement of profit and loss on a straight-line basis over the period the lease. The lease receivable is measured at amortized cost using the effective interest method. It is remeasured when there is a change in future lease receivables arising from a change in an index or rate, or if there is a change in the estimate or assessment of the expected amount receivable under a residual value guarantee, purchase, extension or termination option. Variable lease receivables not included in the initial measurement of the lease receivable are charged directly to profit or loss. k) Provisions (i) Decommissioning and restoration provision: Future obligations to retire an asset, including dismantling, remediation and ongoing treatment and monitoring of the site related to normal operations are initially recognized and recorded as a liability based on estimated future cash flows discounted at a risk free rate. The decommissioning and restoration provision is adjusted at each reporting period for changes to factors including the expected amount of cash flows required to discharge the liability, the timing of such cash flows and the pre-tax rate for risk specific to the liability. The liability is also accreted to full value over time through periodic charges to profit or loss. This unwinding of the discount is charged to financing expense in profit or loss. The amount of the decommissioning and restoration provision initially recognized is capitalized as part of the related asset’s carrying value and depreciated to profit or loss. The method of depreciation follows that of the underlying asset. The costs related to a decommissioning and restoration provision are only capitalized to the extent that the amount meets the definition of an asset and can bring about future economic benefit. Page 16 Mirasol Resources Ltd. Notes to the Consolidated Financial Statements For the Years Ended June 30, 2023, and 2022 (Expressed in Canadian Funds, except where indicated) 3. Significant Accounting Policies (Cont’d…) k) Provisions (Cont’d…) For the years presented, the Company does not have any decommissioning or restoration provisions. (ii) Other provisions: Provisions are recognized when a current legal or constructive obligation exists, as a result of past events, and it is probable that an outflow of resources that can be reliably estimated will be required to settle the obligation. Where the effect is material, the provision is discounted using an appropriate pre-tax rate for risk specific to the liability. l) Income Taxes Income tax expense (recovery) is comprised of current and deferred tax. Income tax is recognized in profit or loss except to the extent that it relates to items recognized directly in equity, in which case the income tax is also recognized directly in equity. Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted, at the end of the reporting period, and any adjustment to tax payable in respect of previous years. In general, deferred tax is recognized in respect of temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. Deferred income tax is determined on a non-discounted basis using tax rates and laws that have been enacted or substantively enacted at the date of statement of financial position and are expected to apply when the deferred tax asset or liability is settled. Deferred tax assets are recognized to the extent that it is probable that the assets can be recovered. Deferred tax is provided on temporary differences arising on investments in subsidiaries and associates, except, in the case of subsidiaries, where the timing of the reversal of the temporary difference is controlled by the Company and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets and liabilities are presented as non-current. Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities, when they relate to income taxes levied by the same taxation authority and when the Company intends to settle its current tax assets and liabilities on a net basis. m) Share-based Payments The Company grants share options to buy common shares of the Company to directors, officers, employees, and service providers. The Company recognizes share-based payment expense based on the estimated fair value of the options. A fair value measurement is made for each vesting instalment within each option grant and is determined using the Black-Scholes option-pricing model. The fair value of the options is recognized over the vesting period of the options granted as both share-based payment expense and reserves. This includes a forfeiture estimate, which is revised for actual forfeitures in subsequent periods. The reserves account is subsequently reduced if the options are exercised, and the amount initially recorded is then credited to share capital. In situations where equity instruments are issued to non-employees and some or all of the goods or services received by the entity as consideration cannot be specifically identified, they are measured at fair value of the equity instruments issued. Otherwise, such share-based payments are measured at the fair value of goods or services received. Page 17 Mirasol Resources Ltd. Notes to the Consolidated Financial Statements For the Years Ended June 30, 2023, and 2022 (Expressed in Canadian Funds, except where indicated) 3. Significant Accounting Policies (Cont’d…) m) Share-based Payments (Cont’d…) The Company grants to employees, officers, directors and consultants, Restricted Share Units (“RSUs”) in such numbers and for such terms as may be determined by the Board. RSUs granted under the RSU Plan are exercisable into common shares for no additional consideration after the vesting conditions, as specified by the Board, are met. The Company intends to settle each RSU with one common share of the Company and therefore RSUs are accounted for as equity-settled instruments. RSUs are measured at fair value on the date of grant and the corresponding share-based compensation is recognized over the vesting period in profit or loss. n) Loss per Share Basic loss per share is computed by dividing loss available to common shareholders by the weighted average number of common shares outstanding during the year. The computation of diluted loss per share assumes the conversion, exercise, or contingent issuance of securities only when such conversion, exercise or issuance would have a dilutive effect on the loss per share. The dilutive effect of convertible securities is reflected in the diluted loss per share by application of the "if converted" method. For the year presented, this calculation proved to be anti-dilutive. o) Comprehensive Income (Loss) Comprehensive income (loss) consists of net income (loss) and other comprehensive income (loss) and represents the change in equity which results from transactions and events from sources other than the Company’s shareholders. The Company’s translation of its subsidiaries which have a functional currency other than the Canadian Dollar is the only item affecting comprehensive income (loss) for the years presented. p) Share Capital Common shares of the Company are classified as equity. Transactions costs directly attributable to the issue of common shares and share options are recognized as a deduction from equity, net of any tax effect. The Company uses the residual value method with respect to the measurement of shares and warrants issued as private placement units. The residual value method first allocates value to the more easily measurable component based on fair value and then the residual value, if any, to the less easily measurable component. The fair value of the common shares issued in the private placements was determined to be the more easily measurable component and were valued at their fair value, as determined by the quoted bid price on the issuance date. The balance, if material, was allocated to the attached warrants. Any fair value attributed to the warrants on exercise is recorded as equity. If the warrants are exercised the related reserves are reclassified from reserves to share capital. Page 18 Mirasol Resources Ltd. Notes to the Consolidated Financial Statements For the Years Ended June 30, 2023, and 2022 (Expressed in Canadian Funds, except where indicated) 4. Recent Accounting Pronouncements and Adoptions New accounting standards issued but not yet in effect Classification of liabilities as current or non-current (Amendments to IAS 1) The IASB has published Classification of Liabilities as Current or Non-Current (Amendments to IAS 1) which clarified the guidance on whether a liability should be classified as either current or non-current. The amendments: (i) Clarify that the classification of liabilities as current or non-current should only be based on rights that are in place “at the end of the reporting period”; (ii) Clarify that classification is unaffected by expectations about whether an entity will exercise its right to defer settlement of a liability; and (iii) Make clear that settlement includes transfers to the counterparty of cash, equity instruments, other assets or services that result in extinguishment of the liability. This amendment is effective for annual periods beginning on or after January 1, 2023. Earlier application is permitted. The Company does not anticipate the adoption of this standard will have a material impact on the consolidated financial statements. Definition of Accounting Estimates (Amendments to IAS 8) The IASB proposed clarifying the definitions of "accounting policies" and "accounting estimates" in (Amendments to IAS 8), by making those two definitions more distinct and concise. The IASB also proposed clarifying, through additional guidance and examples, how accounting policies and accounting estimates relate to each other and how companies decide whether a change in valuation technique or a change in estimation technique is a change in an accounting estimate. This amendment is effective for annual periods beginning on or after January 1, 2023. Earlier application is permitted. The Company does not anticipate the adoption of this standard will have a material impact on the consolidated financial statements. Insurance contracts IFRS 17 IFRS 17 requires insurance liabilities to be measured at a current fulfillment value and provides a more uniform measurement and presentation approach for all insurance contracts. These requirements are designed to achieve the goal of a consistent, principle-based accounting for insurance contracts. IFRS 17 supersedes IFRS 4 and applies to annual reporting periods beginning on or after 1 January 2023. The Company does not anticipate the adoption of this standard will have a material impact on the consolidated financial statements. Page 19 Mirasol Resources Ltd. Notes to the Consolidated Financial Statements For the Years Ended June 30, 2023, and 2022 (Expressed in Canadian Funds, except where indicated) 5. Financial Instruments Categories of financial instruments Financial assets Fair Value Through Profit or Loss Marketable securities Amortized Cost Cash and cash equivalents Receivables and advances Lease receivable Due from JV Partner Financial liabilities Amortized Cost Lease liabilities Accounts payable and accrued liabilities a) Fair Value June 30, 2023 June 30, 2022 $ 155,669 $ 726,456 8,123,682 203,786 60,682 16,693 5,698,539 112,258 85,198 219,051 $ 8,560,512 $ 6,841,502 $ $ 140,805 744,547 885,352 $ 197,188 475,242 672,430 Financial instruments measured at fair value are classified into one of three levels in the fair value hierarchy according to the relative reliability of the inputs used to estimate the fair values. The three levels of the fair value hierarchy are: Level 1 – Unadjusted quoted prices in active markets for identical assets and liabilities; Level 2 – Inputs other than quoted prices that are directly or indirectly observable for the asset or liability; and, Level 3 – Inputs that are not based on observable market data; June 30, 2023 June 30, 2022 Level 1 Marketable securities $ 155,669 $ 726,456 The fair values of the Company’s other financial instruments approximate their carrying values because of the short-term nature of these instruments. b) Management of Capital Risk The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern to pursue the development of its exploration and evaluation assets and to maintain a flexible capital structure which optimizes the costs of capital at an acceptable risk. In the management of capital, the Company includes the components of equity. The Company manages the capital structure and adjusts it in light of changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust the capital structure, the Company may attempt to issue new shares, acquire or dispose of assets, enter into joint ventures or obtain debt financing. In order to facilitate the management of its capital requirements, the Company prepares annual expenditure budgets that are updated as necessary depending on various factors, including successful capital deployment and general industry conditions. To maximize ongoing exploration, the Company does not pay out dividends. Page 20 Mirasol Resources Ltd. Notes to the Consolidated Financial Statements For the Years Ended June 30, 2023, and 2022 (Expressed in Canadian Funds, except where indicated) 5. Financial Instruments (Cont’d…) b) Management of Capital Risk (Cont’d…) The Company’s investment policy is to invest its cash in highly liquid short-term redeemable interest-bearing investments with maturities of twelve months or less from the original date of acquisition, selected with regards to the expected timing of expenditures from continuing operations. The Company is not subject to externally imposed capital requirements. There were no changes to the Company’s approach to capital management during the year. c) Management of Financial Risk The Company’s financial instruments are exposed to certain financial risks. The risk exposures and the impact on the Company's financial instruments are summarized below. (i) Currency risk The Company is exposed to the financial risk related to the fluctuation of foreign exchange rates. The Company operates in Canada, Argentina and Chile and a portion of its expenses are incurred in United States (“US”) dollars, Australian dollars and in Argentine and Chilean Pesos. A significant change in the currency exchange rates between the US and Australian dollar relative to the Canadian dollar and the Argentine and Chilean Peso to the Canadian dollar could have an effect on the Company’s results of operations, financial position or cash flows. The Company has not hedged its exposure to currency fluctuations. At June 30, 2023, the Company is exposed to currency risk through the following assets and liabilities denominated in US dollars and Argentine and Chilean Pesos: Cash and cash equivalents Receivables and advances Accounts payable and accrued liabilities US Dollars 465,243 265,625 (189,519) Argentine Peso 6,632,879 1,157,236 (23,504,352) Chilean Peso 69,555,938 29,052,199 (150,645,427) Based on the net exposures as at June 30, 2023, and assuming that all other variables remain constant, a 10% depreciation or appreciation of the Canadian dollar against the US dollar would result in an increase/decrease of $71,675 in the Company’s comprehensive loss. Likewise, a 10% depreciation or appreciation of the Canadian dollar against the Argentine and Chilean Peso would result in an increase/decrease of $8,140 and $8,586, respectively in the Company’s comprehensive loss. (ii) Credit risk Credit risk is the risk of an unexpected loss if a customer or third party to a financial instrument fails to meet its contractual obligations. As part of the Company’s exploration strategy, the Company enters into Joint Venture (“JV”) agreements with third parties’ companies. As a result, the Company has significant credit risk if a counterparty fails to meet its JV’s contractual obligations. As of June 30, 2023 one of the Company’s JVs has defaulted its contractual obligation therefore, the Company has provided for an allowance of doubtful account and recorded a bad debt expense for $495,369 (note 12g). The Company’s cash and cash equivalents are held through large financial institutions. The Company’s receivables primarily consist of interest receivable due from major financial institutions on short term investments. Management believes that credit risk concentration with respect to receivables is remote. Page 21 Mirasol Resources Ltd. Notes to the Consolidated Financial Statements For the Years Ended June 30, 2023, and 2022 (Expressed in Canadian Funds, except where indicated) 5. Financial Instruments (Cont’d…) c) Management of Financial Risk (Cont’d…) (iii) Liquidity risk Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company manages liquidity risk through the management of its capital structure and financial leverage as outlined above. As at June 30, 2023, the Company’s financial liabilities consist of accounts payable and accrued liabilities. All of the Company’s current obligations are expected to be paid within one year. Management believes the Company has sufficient funds to meet its liabilities as they become due. (iv) Interest rate risk Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The risk that the Company will realize a loss as a result of a decline in the fair value of the Company’s cash and cash equivalents is limited because these investments are generally held to maturity. The applicable rates of interest on such investments range between 4% and 4.50%. (v) Price risk Price risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate due to changes in market prices, other than those arising from interest rate risk, foreign currency risk and equity price risk. As at June 30, 2023, with other variables unchanged, a 10% decrease in the market value of the Company’s marketable securities would result in an increase of the Company’s loss and comprehensive loss of $15,567. 6. Cash and Cash Equivalents Cash and cash equivalents comprise of cash and short-term redeemable Guaranteed Investment Certificates (“GIC”) placed with major Canadian financial institutions. Maturity dates of these GIC’s are within one year. 7. Prepaid expenses, Receivables and Advances Prepaid expenses, amounts and other receivables are summarized in the following table: Goods and services tax receivable Interest receivable Other receivables and advances Prepaid expenses $ June 30, 2023 6,848 18,123 123,970 54,845 $ $ 203,786 $ June 30, 2022 6,094 2,599 83,565 20,000 112,258 Page 22 Mirasol Resources Ltd. Notes to the Consolidated Financial Statements For the Years Ended June 30, 2023, and 2022 (Expressed in Canadian Funds, except where indicated) 8. Marketable Securities Common shares: Balance June 30, 2021 Additions Balance June 30, 2022 Additions Balance June 30, 2023 Fair value change: At June 30, 2021 Additions Fair value change At June 30, 2022 Additions Fair value change At June 30, 2023 6,550,481 3,827,462 10,377,943 - 10,377,943 $ 1,179,087 287,060 (739,691) 726,456 - (570,787) $ 155,669 The Company holds 10,377,943 common shares (June 30, 2022 – 10,377,943) of Silver Sands Resources Corp. (“Silver Sands”) (Note 12g) that were received as partial consideration on an option agreement. During the year ended June 30, 2023, the Company received Nil common shares (2022 – 3,827,462) with a fair value of $Nil (2022 - $0.075) per common share. The fair value of the common shares received of $Nil (2022 - $287,060) was recorded as a recovery against the acquisition cost of the property. As at June 30, 2023, the market price of the shares was $0.015 per share (June 30, 2022 - $0.07). Accordingly, the Company recorded an unrealized fair value loss of $570,787 (2022 - $739,691) in the consolidated statement of loss and comprehensive loss. Page 23 Mirasol Resources Ltd. Notes to the Consolidated Financial Statements For the Years Ended June 30, 2023, and 2022 (Expressed in Canadian Funds, except where indicated) 9. Equipment Cost Balance as at June 30, 2021 Additions for the year Balance as at June 30, 2022 Additions for the year Balance as at June 30, 2023 Accumulated Depreciation Balance as at June 30, 2021 Depreciation for the year Balance as at June 30, 2022 Depreciation for the year Balance as at June 30, 2023 Carrying Amounts As at June 30, 2022 As at June 30, 2023 10. Right-of-Use of Assets Right of Use Assets Cost: At June 30, 2021 Sublease deduction (note 11) At June 30, 2022 and 2023 Depreciation: At June 30, 2021 Charge for the year At June 30, 2022 Charge for the year At June 30, 2023 Net Book Value: At June 30, 2022 At June 30, 2023 Exploration Equipment Computer Hardware Total $ $ $ $ $ $ $ $ 690,812 $ 45,918 736,730 $ 17,093 753,823 $ 556,273 $ 47,250 603,523 $ 42,545 646,068 $ 92,735 - 92,735 2,265 $ $ 95,000 $ 78,661 $ 4,222 82,883 $ 3,276 86,159 $ 783,547 45,918 829,465 19,358 848,823 634,934 51,472 686,406 45,821 732,227 133,207 $ 107,755 $ 9,852 8,841 $ $ 143,059 116,596 $ 311,407 (90,668) $ 220,739 $ 105,265 45,280 150,545 23,228 $ 173,773 $ 70,194 $ 46,966 Depreciation of right-of-use assets is calculated using the straight-line method over the remaining lease term. Page 24 Mirasol Resources Ltd. Notes to the Consolidated Financial Statements For the Years Ended June 30, 2023, and 2022 (Expressed in Canadian Funds, except where indicated) 11. Lease Liabilities and lease receivable Lease Liabilities Beginning balance Lease payments made Interest expense Less: current portion Non-current portion The following are the remaining minimum lease payments: Period In 1 year Second year Lease receivable Beginning balance Additions (note 10) Lease payments made Interest income Less: current portion Non-current portion June 30, 2023 197,188 (82,141) 25,758 $ June 30, 2022 244,672 (81,030) 33,546 140,805 $ 197,188 (87,690) (82,140) 53,115 $ 115,048 Amount Payable $87,690 $74,000 June 30, 2023 85,198 - (35,685) 11,169 $ June 30, 2022 - 90,668 (8,802) 3,332 60,682 $ 85,198 (38,064) (35,684) 22,618 $ 49,514 $ $ $ $ $ $ The following are the remaining minimum lease receivable: Period In 1 year Second year Amount Receivable $38,064 $31,720 Page 25 Mirasol Resources Ltd. Notes to the Consolidated Financial Statements For the Years Ended June 30, 2023, and 2022 (Expressed in Canadian Funds, except where indicated) 12. Exploration and Evaluation Assets The Company owns 100% of the mineral exploration rights to a large portfolio of properties focused in two mining regions, namely the Atacama region in northern Chile and the Santa Cruz Province in southern Argentina. As well, the Company holds several other properties in the San Juan and Catamarca provinces of northern Argentina. The Company also focuses on generative exploration to identify and acquire new prospects. A reconciliation of capitalized acquisition costs is as follows: Acquisition Costs Chile Gorbea belt Argentina Balance at June 30, 2022 Cost Write-offs and Recoveries Balance at June 30, 2023 $ 171,777 $ - $ - $ 171,777 Santa Rita and Virginia Sascha-Marcelina Pipeline projects 1,024,549 203,027 20,166 - 68,025 - - - (20,166) $ 1,419,519 $ 68,025 $ (20,166) $ 1,024,549 271,052 - 1,467,378 Chile Gorbea belt Argentina Balance at June 30, 2021 Cost Write-offs and Recoveries Balance at June 30, 2022 $ 171,777 $ - $ - $ 171,777 Santa Rita and Virginia Sascha-Marcelina Pipeline projects 1,311,609 203,027 20,166 - - - (287,060) - - $ 1,706,579 $ - $ (287,060) $ 1,024,549 203,027 20,166 1,419,519 Chile a) Gorbea option to joint venture The Company owns a 100% interest in certain mineral claims located in northern Chile and referred to as the Gorbea Gold Project (“Gorbea”). On January 28, 2019, the Company signed an agreement with Newcrest Mining Limited (“NCM”), whereby NCM has been granted the option to acquire up to a 75% interest in Gorbea, exercisable in stages over a nine- year, or shorter, earn-in period. In August 2022, NCM terminated the option agreement. Page 26 Mirasol Resources Ltd. Notes to the Consolidated Financial Statements For the Years Ended June 30, 2023, and 2022 (Expressed in Canadian Funds, except where indicated) 12. Exploration and Evaluation Assets (Cont’d…) b) Coronación option to joint venture: On September 24, 2019, the Company entered into a definitive agreement with First Quantum Minerals (“FQM”) for the Company’s Coronación Copper/Gold Project in northern Chile. On February 8, 2022, the Company and FQM amended the agreement, and granted to FQM the option to earn-in 80% of the project over 7 years by:  Making annual cash payments totaling US$875,000: o On signing of definitive agreement: US$50,000 (received) o 1st anniversary: US$50,000 (received) o 2nd anniversary: US$75,000 (received) o 4th anniversary: US$100,000 o 5th anniversary: US$150,000 o 6th anniversary: US$200,000 o 7th anniversary: US$250,000 o Completing at least 10,000 m of drilling; and o Delivering a NI 43-101 compliant Prefeasibility Study Report. During the year ended June 30, 2023, the Company recorded $Nil (2022 – US$75,000) as option income in the Company’s consolidated statement of loss and comprehensive loss. In May 2023, The Company terminated the option agreement. c) Nord Property option to joint venture: On September 4, 2020, the Company signed a definitive agreement with Mineria Activa (“Mineria”) for the Company’s 100% owned Nord project in northern Chile. The Company granted to Mineria the option to earn-in 100% of the project over four years by:  Making annual cash payments totaling US$3,000,000: o On signing of definitive agreement: US$50,000 (received) o 1st anniversary: US$200,000 (received) o 2nd anniversary: US$400,000 o 3rd anniversary: US$600,000 o 4th anniversary: US$1,750,000  Committing to complete at least US$500,000 of exploration expenditures over the first two years of the option period. During the year ended June 30, 2023, the Company recorded $Nil (2022 – US$200,000) as option income in the Company’s consolidated statement of loss and comprehensive loss. In August 2022, Mineria terminated the option agreement. Page 27 Mirasol Resources Ltd. Notes to the Consolidated Financial Statements For the Years Ended June 30, 2023, and 2022 (Expressed in Canadian Funds, except where indicated) 12. Exploration and Evaluation Assets (Cont’d…) d) Inca Property option to purchase: On January 7, 2020, the Company signed an option agreement with subsidiaries of Newmont Corporation (“NEM”) to acquire the Inca Gold Project in northern Chile. The Company was granted the option to earn-in 100% of the project, subject to a 1.5% NSR royalty, by drilling 1,000 m on the project over two years and incurring US$3 million in exploration expenditures over five years. The Company can terminate the agreement at any time after the completion of the initial 1,000 m drilling commitment. Following the completion of the maiden drill program on the Vania prospects, the Company met the minimum drilling and exploration expenditures required for the first three years under the option agreement with NEM. Upon completion of this option, NEM will have the right to earn back 70% of the project, in two stages, by:  Stage 1: o Making a cash payment of US$3 million to the Company; and o Funding US$6 million in exploration expenditures over three years. If NEM completes Stage 1 but not Stage 2, the Company will retain 100% of the project and NEM will be granted an additional 0.5% NSR royalty which may be bought back by the Company at fair market value.  Stage 2: o Delivering a NI 43-101 compliant Prefeasibility Study reflecting a resource of no less than 2 million ounces of gold-equivalent using agreed upon cut-off grades; or Incurring an additional US$15 million in exploration expenditures over three years. o If NEM completes Stage 2, the Company and NEM will hold 30% and 70%, respectively, in a joint venture company holding the project. The Company will then have the option to either fund its 30% interest or reduce it to a 25% interest in exchange for a loan from NEM to fund the project development to commercial production. e) Rubi Property to joint venture: On June 19, 2020, the Company signed an agreement with Mine Discovery Fund Pty Ltd. (“MDF”), a private Australian company, for the Company’s 100% owned Rubi project in northern Chile. Mirasol granted MDF the option to earn-in 80% of the project over 8 years. MDF must complete 2,000m of drilling on the project over the later of:  18 months from execution of the agreement; or  12 months after receipt of necessary drill permits. MDF exceeded its contractual minimum commitment by spending US$890,000 on exploration during the term of the option agreement. Mirasol was the operator of the project during the option period. In March 2023 MDF terminated the option agreement. Page 28 Mirasol Resources Ltd. Notes to the Consolidated Financial Statements For the Years Ended June 30, 2023, and 2022 (Expressed in Canadian Funds, except where indicated) 12. Exploration and Evaluation Assets (Cont’d…) Argentina f) Sascha-Marcelina option to purchase The Company owns a 100% interest in certain mineral claims, which now form part of the Sascha-Marcelina Gold Project located in Santa Cruz, Argentina. During the year ended June 30, 2019, the Company entered into an option agreement to acquire a 100% interest in certain other claims now included in the Sascha-Marcelina Project. On January 23, 2022, the option agreement was amended. The Company can acquire the claims under option by making staged option payments totalling US$3.75 million over five years. The Company has a minimum US$300,000 exploration spending commitment during the option period. The property owner retains a 1.5% NSR royalty. Option payments are due as follows: On signing (paid) On or before January 23, 2020 (paid) On or before January 23, 2021 (paid) On or before January 23, 2023 (paid) On or before January 23, 2024 On or before January 23, 2025 Total US$25,000 US$50,000 US$75,000 US$50,000 US$100,000 US$3,450,000 US$3,750,000 g) Virginia Property option to joint venture: On May 21, 2020, the Company entered into an option agreement with Silver Sands for the Company’s 100% owned Virginia Silver Project in the Santa Cruz Province of Argentina. Mirasol granted Silver Sands the option to acquire 100% of the project over three years by issuing common shares totalling 19.9% Silver Sands upon completion of the option and completing or funding US$6 million in exploration expenditures over three years. On February 15, 2023, Silver Sands issued a notice of termination of the option agreement, effective March 17, 2023. On February 21, 2023, Mirasol announced the termination of the option agreement with Silver Sands to purchase the Virginia Silver Deposit. As at June 30, 2023 Silver Sands is indebted to the Company in the amount of $495,369 for which the Company is pursuing collection. As the amount is disputed for financial reporting purposes a provision has been made for the full balance owing. h) Homenaje On April 15, 2021, the Company signed a definitive agreement with Patagonia Gold Corp (“PGC”) for the Company’s Homenaje project in northern Argentina. The Company granted an option to earn 75% of the project over six years once PGC completes:  An initial work program over 2.5 years of US$1.15 million in exploration expenditures, of which US$400,000 must be spent within the first 18 months, including 2,500 m of drilling;  A NI 43-101 compliant Prefeasibility Study by the end of the option period; and  Spending a minimum of US$400,000 annually, or US$200,000 in any six-month period, thereafter. Page 29 Mirasol Resources Ltd. Notes to the Consolidated Financial Statements For the Years Ended June 30, 2023, and 2022 (Expressed in Canadian Funds, except where indicated) 12. Exploration and Evaluation Assets (Cont’d…) h) Homenaje On July 11, 2023 PGC terminated the agreement with the Company. i) Nico On April 15, 2021, the Company signed a definitive agreement with PGC for the Company’s Nico Project in northern Argentina. Under the agreement, Mirasol will transfer its interest in the Nico property to PGC in return for a 1.5% NSR royalty. Mirasol will have the right to regain full ownership of the property at no cost if production on the property has not commenced by the end of year three. j) Libanesa On October 4, 2021, the Company entered into an option agreement with Golden Arrow Resources Corp (“Golden Arrow”) for the Company’s Libanesa project located in the Santa Cruz Province of Argentina. Under the terms of the agreement, Mirasol will grant Golden Arrow an option to earn 75% of the Libanesa project over six years by:  Making annual cash payments totaling US$1,000,000: o US$100,000 to be paid on the 2nd, 3rd, and 4th anniversaries o US$250,000 on the 5th anniversary; and o US$450,000 on the 6th anniversary.  Incurring, or funding exploration expenditures totalling US$4.0 million o USD $500,000 per year during the first 2 years; and o USD $750,000 per year for the following 4 years. In July 2022, Golden Arrow terminated the option agreement. k) Claudia: On May 23, 2023, the Company signed an Option Agreement with Cerro Vanguardia SA Gold- Silver Mine (“CVSA”) for the exploration of Mirasol`s Claudia Gold-Silver Project, located in the province of Santa Cruz, Argentina. Under the terms of the agreement, Mirasol granted CVSA the option to acquire 100% of the property over the next four years by:  Within the first two years of the Agreement, CVSA may complete such mapping and sampling, trenching and geophysics as required in its absolute discretion to develop drill targets, and fulfill a minimum drilling commitment of 2,500 meters diamond drilling; and then CVSA will have the option, subject to the term of the agreement, to: o Complete within three years, not less than an aggregate of 6,000 meters of diamond drilling; o Complete within four years, not less than an aggregate of 12,500 meters of diamond drilling;  Upon completion of the above commitments, CVSA shall have the right to exercise the Option under the Agreement and subject to the terms of the Royalty Agreement, CVSA shall grant Mirasol a 2% Net Smelter Royalty on future production from the Claudia Project. Page 30 Mirasol Resources Ltd. Notes to the Consolidated Financial Statements For the Years Ended June 30, 2023, and 2022 (Expressed in Canadian Funds, except where indicated) 12. Exploration and Evaluation Assets (Cont’d…) l) Advances to/from joint venture partners: As at June 30, 2023, the Company has a receivable balance of $16,693 (2022 - $219,051) from exploration costs in excess of advances received. 13. Related Party Transactions Details of the transactions between the Company’s related parties are disclosed below. a) Compensation of key management personnel Key management personnel include persons having the authority and responsibility for planning, directing, and controlling the activities of the Company as a whole. Key management personnel consist of the Company’s Directors and Officers. The remuneration of management and independent directors was as follows: Management compensation (i) Share-based payments (ii) Director’s fees (iii) Year Ended June 30, 2023 765,104 639,429 100,800 $ 2022 525,580 392,329 95,550 1,505,333 $ 1,013,459 $ $ i. Management compensation is included in management fees (2023 - $641,651; 2022 - $384,443) and in exploration expenditures (2023 – $123,453; 2022 - $141,137) in the Company’s consolidated statements of loss and comprehensive loss. ii. Share-based payments are included in the share-based payments expense in the Company’s consolidated statements of loss for the years ended June 30, 2023, and 2022. iii. The independent directors of the Company are paid $2,100 per month (2022 - $2,100 per month). b) Transactions with other related parties Certain of the Company’s officers and directors render services to the Company as sole proprietors or through companies in which they are an officer, director, or partner. Page 31 Mirasol Resources Ltd. Notes to the Consolidated Financial Statements For the Years Ended June 30, 2023, and 2022 (Expressed in Canadian Funds, except where indicated) 13. Related Party Transactions b) Transactions with other related parties (Cont’d…) The following companies are related parties through association of the Company’s directors and officers: Max Pinsky Personal Law Corporation Chase Management Ltd. Manning Lee Management Ltd. Nature of transactions Legal fees Professional fees CFO services The Company incurred the following fees and expenses with related parties as follows: Legal fees (i) CFO services (ii) Years Ended June 30, $ $ 2023 42,561 - 42,561 $ $ 2022 80,986 15,000 95,986 i. Legal fees are included in professional fees (2023 - $29,048; 2022 - $39,286) and in business development (2023 – $13,513; 2022 - $41,700) in the Company’s consolidated statements of loss and comprehensive loss. ii. CFO services are included in management fees in the Company’s consolidated statements of loss for the year ended June 30, 2022. Included in accounts payable and accrued liabilities at June 30, 2023, is an amount of $53,958 (2022 - $46,819) owing to directors and officers of the Company and to companies where the directors and officers are principals. 14. Share Capital a) 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. As at June 30, 2023 the Company had 65,650,060 common shares outstanding. i. Normal Course Issuer Bid On October 19, 2020, the Company filed a normal course issuer bid (the “NCIB”) which authorizes the Company to purchase for cancellation up to 3,900,000 of its issued and outstanding common shares. The NICB expired on October 21, 2021. On November 25, 2021, the Company announced its intention to renew its NCIB, to purchase for cancellation, up to 3,500,000 of its issued and outstanding common shares. The Bid commenced on December 15, 2021, and terminated on December 14, 2022. Pursuant to this NCIB, the Company purchased and cancelled 35,000 (2022 – 45,000) common shares for $13,650 (2022 – $19,810) cash consideration. ii. Financing In December 2022, the Company completed a non-brokered private placement issuing 5,076,667 common shares for gross proceeds of $3,046,000. The Company incurred $121,040 cash finder’s fees, and $30,980 for regulatory and other related fees. Page 32 Mirasol Resources Ltd. Notes to the Consolidated Financial Statements For the Years Ended June 30, 2023, and 2022 (Expressed in Canadian Funds, except where indicated) 14. Share Capital (Cont’d…) ii. Financing (Cont’d…) In June 2023, the Company completed a non-brokered private placement issuing 5,909,600 units for gross proceeds of $7,387,000. Each unit consisted of one common share and one-half of one non-transferable common share purchase warrant. Each full warrant is exercisable into one common share at a price of $1.70 for one year from the closing date. The Company incurred $143,750 cash finder’s fees, and $53,242 for regulatory and other related fees. Finder’s fee of $189,790 was paid to a brokerage firm of which a director is a shareholder and a director. iii. Options exercised During the year ended June 30, 2023, the Company issued 683,750 (2022 - nil) shares on exercise of share purchase option for gross proceeds of $281,350 (2022 - $nil). b) Share Purchase Options (“Options”) The Company has established a share purchase option plan (the “Plan”) whereby the Board of Directors may, from time to time, grant Options to directors, officers, employees, and consultants under the long-term incentive plan. Options granted must be exercised no later than five years from the date of grant or such lesser period as determined by the Company’s Board of Directors. The exercise price of an Option is equal to or greater than the closing market price on the TSX Venture Exchange (“TSXV”) on the day preceding the date of grant. The vesting terms for each grant are set by the Board of Directors. The Plan provides that the aggregate number of shares reserved for issuance shall not exceed 10% of the total number of issued and outstanding shares. At June 30, 2023, a total of 6,465,006 Options were reserved under the Plan with 4,446,250 Options outstanding. i. Movements in share purchase options during the year A summary of the Company’s share purchase options and the changes for the year are as follows: Options outstanding as at June 30, 2021 Granted Expired / Forfeited Options outstanding as at June 30, 2022 Granted Exercised Expired / Forfeited Options outstanding as at June 30, 2023 Options exercisable as at June 30, 2023 Number of Options 1,575,000 Weighted Average Exercise Price $0.87 3,300,000 (840,000) 4,035,000 1,495,000 (683,750) (400,000) 4,446,250 2,703,750 $0.37 $0.99 $0.43 $0.68 $0.41 $0.81 $0.49 $0.54 Page 33 Mirasol Resources Ltd. Notes to the Consolidated Financial Statements For the Years Ended June 30, 2023, and 2022 (Expressed in Canadian Funds, except where indicated) 14. Share Capital (Cont’d…) b) Share Purchase Options (“Options”) (Cont’d…) ii. Fair value of share purchase options granted During the year ended June 30, 2023, the Company recognized share-based compensation expense of $890,700 (2022 – $505,052). The weighted-average fair values of stock options granted, and the assumptions used to calculate the related compensation expense for the years ended June 30, 2023, and 2022, was estimated using the Black-Scholes Option Pricing Model with the following assumptions: iii. Share purchase options outstanding at the end of the year Expected dividend yield Expected share price volatility Risk-free interest rate Expected life of options Fair value of options granted (per share option) June 30, 2023 0.0% 102.87% 3.55% 4.5years $0.51 June 30, 2022 0.0% 96.74% 1.78% 4.5years $0.41 A summary of the Company’s options outstanding as at June 30, 2023 is as follows: Exercise price $ 0.52 0.34 0.80 0.68 Options Outstanding 300,000 2,475,000 200,000 1,471,250 4,446,250 Weighted Average Remaining Life of Options (years) 3.47 Options Exercisable 300,000 1,062,500 200,000 1,141,250 2,703,750 Expiry Date November 8, 2023 September 14, 2026 May 01, 2027 December 30, 2027 c) RSU Plan On June 7, 2023, the shareholders approved an RSU Plan (the “RSU Plan”). The RSU Plan was also approved by the Board of Directors on May 3, 2023, and by the TSXV on June 28, 2023. The RSU Plan provides for the issuance of up to 1,000,000 restricted share units (the “RSUs”). Under the RSU Plan, RSUs may be granted to directors, officers, employees and consultants of the Company (excluding investor relations consultants) as partial compensation for the services they provide to the Company. The RSU Plan is a fixed number Plan, and independent of the number of Options available under the Company’s stock option plan. During the year ended June 30, 2023, the Company granted 205,000 RSU’s (2022 – 165,000). The associated compensation cost, which is based on the underlying share price on the date of grant, is recorded as share- based payments expense against share-based payment reserve. During the year ended June 30, 2023, the Company recognized $63,893 (2022 - $73,425) as share-based payments. As of June 30, 2023, 205,000 RSU’s were outstanding (2022 – Nil), and Nil was issued (2022 – 165,000) Page 34 Mirasol Resources Ltd. Notes to the Consolidated Financial Statements For the Years Ended June 30, 2023, and 2022 (Expressed in Canadian Funds, except where indicated) 14. Share Capital (Cont’d…) d) Warrants In June 2023, the Company issued 2,954,800 of share purchase warrants with an exercise price of $1.70 expiring June 6, 2024. These warrants were outstanding as of June 30, 2023 (2022-Nil). The share purchase warrants were issued in connection with the Company’s private placement from June 2023 (Note 14 a (ii)). The Company recorded $413,672 residual value relating to the warrants. Number of Warrants Weighted Average Exercise Price Warrants outstanding as at June 30, 2022 and 2021 - - Granted 2,954,800 $1.70 Warrants outstanding as at June 30, 2023 2,954,800 Warrants exercisable as at June 30, 2023 2,954,800 $1.70 $1.70 15. Segmented Information The Company’s business consists of a single reportable segment being mineral property acquisition and exploration. Details on a geographical basis are as follows: Total Non-Current Assets Canada Argentina Chile June 30, 2023 $ 80,878 $ 1,363,620 209,060 June 30, 2022 133,245 1,344,912 204,129 $ 1,653,558 $ 1,682,286 Page 35 Mirasol Resources Ltd. Notes to the Consolidated Financial Statements For the Years Ended June 30, 2023, and 2022 (Expressed in Canadian Funds, except where indicated) 16. Income Taxes The Company is subject to Canadian federal and provincial tax rates. The Company has no taxable income in Canada. The tax expense at statutory rates for the Company can be reconciled to the reported income taxes per the statement of loss and comprehensive loss as follows: Net loss before income taxes Canadian federal and provincial income tax rates Expected income tax recovery based on the above rates Non-deductible expenses Share issuance costs Change in unrecognized deductible temporary differences Foreign exchange and other Total income tax recovery The Company’s unrecognized deferred tax assets are as follows: Unrecognized deferred income tax assets: Non-capital losses Exploration and evaluation assets Share issue costs Other Total unrecognized deferred income tax assets Year Ended June 30, 2023 Year Ended June 30, 2022 $ $ $ (9,796,827) 27.00% (2,645,000) 395,000 (94,000) 2,697,000 (353,000) $ $ (5,081,013) 27.00% (1,372,000) 288,000 - 1,190,000 (106,000) - $ - June 30, 2023 June 30, 2022 $ $ 5,334,000 4,559,000 76,000 267,000 10,236,000 $ $ 3,772,000 3,578,000 - 189,000 7,539,000 In assessing the recoverability of deferred tax assets other than deferred tax assets resulting from the initial recognition of assets and liabilities that do not affect accounting or taxable profit, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Deductible temporary differences, unused tax losses and unused tax credits: June 30, 2023 June 30, 2022 Expiry date Range Non-capital losses Exploration and evaluation assets Share issue costs Other $ 20,459,000 $ 17,993,000 280,000 1,809,000 See below 14,255,000 14,052,000 Not applicable 2044 to 2047 1,233,000 Not applicable 1,000 Page 36 Mirasol Resources Ltd. Notes to the Consolidated Financial Statements For the Years Ended June 30, 2023, and 2022 (Expressed in Canadian Funds, except where indicated) 16. Income Taxes (Cont’d…) The Company has non-capital loss carry-forwards of approximately $14,255,000 that may be available for tax purposes. The loss carry-forwards are principally in respect of Canadian, Argentine and Chilean operations and expire as follows: 2024 2025 2026 2027 2028 2036 to 2043 No-expiry 17. Commitment Canada $ - - - - - 10,984,000 - Argentina $ 426,000 $ 365,000 $ 3,611,000 4,135,000 196,000 - - $ 10,984,000 $ 8,773,000 $ Chile - - - - - - 742,000 742,000 On February 6, 2019, the Company signed a lease for its head office located at 1150 - 355 Burrard Street, Vancouver, British Columbia, effective May 1, 2019, to April 30, 2025. The Company paid a security deposit of $20,000. On March 15, 2022, the Company signed a license agreement covering the period April 1, 2022, to April 30, 2025, to share the office space with a Company related by virtue of certain directors in common. 18. Subsequent event On September 12, 2023, Silver Sands completed a consolidation of 10 old shares for one new share. The Company holds 1,037,794 shares representing 12.91% of Silver Sands common shares. Page 37 Management Discussion and Analysis For Mirasol Resources Ltd. (“Mirasol” or the “Company”) INTRODUCTION The Management Discussion and Analysis (“MD&A”) should be read in conjunction with the Company’s annual audited consolidated financial statements for the year ended June 30, 2023, which are publicly available on SEDAR at www.sedar.com. All financial information, unless otherwise indicated, has been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). All dollar amounts referenced, unless otherwise indicated, are expressed in Canadian funds. The following discussion of the Company’s financial condition and results of operations should be read in conjunction with its audited consolidated financial statements and related notes for the year ended June 30, 2023. Recent global issues, including the ongoing COVID-19 pandemic and geo-political conflicts have adversely affected workplaces, economies, supply chains, and financial markets globally. It is not possible for the Company to predict the duration or magnitude of the adverse results of these issues and their effects on the Company's business or results of operations this time. This MD&A is prepared as of October 26, 2023. FORWARD LOOKING INFORMATION This MD&A contains certain forward-looking statements and information relating to Mirasol that are based on the beliefs of its management as well as assumptions made by and information currently available to the Company. When used in this document, the words “anticipate”, “believe”, “estimate”, “expect” and similar expressions, as they relate to Mirasol or its management, are intended to identify forward-looking statements. 1 This MD&A may use the terms “Inferred Resource”, “Indicated Resource”, “Measured Resource” and “Mineral Resource”. The Company advises that these terms are recognized by and defined in Canadian securities regulations (under National Instrument 43-101 “Standards of Disclosure for Mineral Projects”). Investors are cautioned not to assume that any part of or all, of the mineral occurrences in these categories will ever be converted into reserves. This MD&A contains forward-looking statements relating to, among other things, the Company’s goals and plans going forward, regulatory compliance, the sufficiency of current working capital, and the estimated cost and availability of funding for the continued exploration and development of the Company’s exploration properties. Such statements reflect the current views of Mirasol with respect to future events and are subject to certain risks, uncertainties and assumptions. The material factors and assumptions used to develop forward-looking information include, but are not limited to, the future prices of gold, silver and copper, success of exploration activities, permitting time lines, currency exchange rate fluctuations, government regulation affecting mining operations and policies linked to pandemics, social and environmental risks, the estimation of mineral resources, capital expenditures, costs and timing of the development of new discoveries, unanticipated reclamation expenses, title disputes or claims and limitations on insurance coverage, continued availability of capital and financing, and general economic, market or business conditions. Forward looking statements are based on the beliefs, estimates and opinions of the Company’s management on the date the statements are made. The Company undertakes no obligation to update these forward-looking statements in the event that management’s beliefs, estimates or opinions, or other factors, should change, except as may be required by applicable law. Tim Heenan (MAIG), President for the Company, and a “Qualified Person” under National Instrument 43-101 (“NI 43-101”), has reviewed and approved the scientific and technical information in this MD&A. This technical information was prepared by the Qualified Person for the Company at the time of disclosure. CORPORATE AND STRATEGIC OVERVIEW Mirasol (TSXV: MRZ) (OTCPK: MRZLF) is a mineral exploration company targeting gold, silver and copper (“Au”, “Ag” and “Cu”, respectively) deposits, mainly in the Atacama-Puna region of northern Chile and Argentina, and in the Santa Cruz Province of southern Argentina. Both regions are highly prospective and host many large-scale precious and base metal mines, operated by some of the world’s largest mining companies. Mirasol’s business strategy combines self-funded exploration of quality projects with the joint venture funding model. This hybrid strategy was developed to accelerate the drill testing of key projects that potentially host economic discoveries. This year, Mirasol has been advancing two self-funded projects, Sobek and Inca Gold in Chile. In addition, Mirasol controls 100% of the high-grade Virginia Silver Deposit and has an active option agreement in Argentina on the Claudia project. Under the option agreement, Mirasol’s partner is funding all exploration and land holding costs, which allows the Company to focus its available resources on self-funded exploration and business development opportunities, while retaining exposure to potentially significant discoveries. The Inca Gold project is subject to an option agreement where Mirasol is earning into the property owned by Newmont. 2 Mirasol’s Exploration Focus Mirasol’s main geographic focus is in the Atacama-Puna region of northern Chile and Argentina and in Santa Cruz province, southern Argentina, where the Company maintains a high-quality portfolio of exploration properties with the potential for economic discoveries. This portfolio was assembled from Mirasol’s project generation activities, which applies innovative, concept-driven geological techniques combined with follow-up fieldwork. Chile/Argentina: Atacama – Puna Region The Company’s portfolio of properties in the Atacama-Puna region is located on a 1,700 km-long segment of three north-south oriented prolific mineral belts that run through Chile and Argentina. These belts host many world-class Cu-Au mines and occurrences of differing ages, spanning millions of years (“Ma”). From youngest to oldest, these belts are: Miocene to Pliocene (Mio-Pliocene, 23-5 Ma): Targeting high-sulfidation epithermal (“HSE”) Au-Ag and porphyry Cu-Au-Molybdenum (“Mo”) deposits. In this belt, located to the north of the Maricunga Belt, Mirasol controls approximately 90,000 ha of granted exploration claims. The Maricunga Belt is a world recognized geological terrain for its Au-Cu-Mo porphyries and HSE Au/Ag deposits like El Refugio, Martes/Lobo, La Pepa, Cerro Casale, Caspiche and Volcan Copiapo. The Company also presently holds approximately 30,000 ha of granted exploration claims in the southern part of the Mio-Pliocene aged Cu belt proximal to the border between Chile and Argentina. Middle Eocene to Early Oligocene (Eocene-Oligocene 40-28 Ma): Targeting porphyry Cu-Au-Mo deposits. Mirasol presently holds approximately 15,000 ha of granted exploration claims in this belt. Paleocene to Early Eocene (Paleocene, 66-53 Ma): Targeting low-intermediate-sulfidation epithermal Au-Ag and porphyry Cu-Au-Mo deposits. Mirasol presently controls approximately 16,000 ha of granted exploration claims in this belt. Argentina: Santa Cruz Province The Company’s project portfolio in Argentina is located in Santa Cruz Province within the Deseado Massif, a 60,000 km2 region of upper-middle Jurassic age volcanics that is recognized as having a high potential to host low- and intermediate-sulfidation epithermal Au-Ag deposits. Mirasol controls approximately 265,000 ha of exploration and mining claims in the province. The Company is monitoring the potential impact of the rapid currency devaluation and changing public policies in Argentina. To date, these issues have not impacted Mirasol’s capacity to operate and Mirasol continues to receive third-party interest for its projects in both countries. EXPLORATION, JOINT VENTURE AND BUSINESS DEVELOPMENT ACTIVITIES Flagship Projects Operated and Funded by Mirasol Chile Sobek Copper Project, Northern Chile The Sobek Cu project (“Sobek”) was staked by Mirasol in 2016 based on prospective local structural architecture hosted within a highly prospective and productive geological terrain. An important north- northeast trending mineralized structural corridor encapsulates a large part of the Sobek package, that is crosscut by a series of north-northwest trending deep seated trans-cordilleran lineaments evident through the entire property. In addition, the tenure is host to prospective Miocene/Pliocene aged geological units and intriguing satellite image ASTER alteration responses. 3 The Sobek land position was expanded in 2021 and 2022 following significant results reported by Filo Mining Corp. from its Filo del Sol project located 7 km to the east of Sobek, which included a remarkable intercept of 858m at 1.80% CuEq (including 163m at 5.43% CuEq)1. The high-profile Vicuña Copper-Gold-Silver District is developing in the Sobek area with multiple deposits located in close proximity, including the Josemaria and Los Helados porphyry Cu-Au deposits located 10 km east-northeast and 20 km north of Sobek, respectively. The recent NGEX discovery at Lunahuasi (formerly Potro Cliffs) is just three km directly east of the southeast corner of Sobek North Block. Mirasol controls 11,100 ha of exploration claims in this district in three blocks, the North, Central and South blocks, that are all on the Chilean side of the border with Argentina. 2022/23 Exploration Program and Launch of Maiden Drill Campaign The 2022/23 exploration program included property-wide follow-up geochemical sampling and geological mapping, a 500 line-km airborne mobile MT geophysical survey and construction of a 7 km access road to support drilling. Targets generated from the airborne Mobile MT survey and the coincident polymetallic soil anomalies derived from the soil sampling grid results, along with the high- grade Cu samples collected on surface, strengthen the geological model and reinforce the potential discovery of mineralization (news release May 15, 2023). The maiden drill program at Sobek Central started late in the season when road construction was completed and allowed for access. The results from the first drill holes were inconclusive and will require follow-up as the drilling did not reach the intended targets and drilling was suspended with the onset of winter weather (news release August 21, 2023). The maiden drill campaign is expected to resume in Q4 2023 to test a series of priority targets. Construction of the drill access road will resume in Q4 2023 to provide unrestricted access to all the priority drill targets at Sobek Central. At Sobek Central, drill hole SB-DDH-001 was a structural target, testing for the source of the surface soil grid anomalies over and around the Central Breccia Zone, and also the source of the intensely phyllic altered porphyry clasts hosted within the breccia (news release August 21, 2023). The drill hole was stopped at a depth of 352m when it passed through a structural fault zone hosting strong calcite/gypsum stockworks. Follow-up drilling will aim to test the target from the opposite direction. Interpretation suggest that the structural source of the breccia may have flattened out resulting in the hole being drilled parallel and underneath the structure, or the structure may have pinched-out at depth within the fault zone. The second hole at Sobek Central, drill hole SB-DDH-002 targeted the northern cusp of the massive northern-most MT anomaly (news release August 21, 2023). For safety reasons, drilling was halted at a depth of 586m before it reached the intended target. Based on the weak to moderate “green rock” peripheral propylitic style of alteration and the lack of consistent mineralization, the target has been refined and the drill collar will now be repositioned to start at a lower elevation to reach the center of the target more efficiently. The massive MT anomaly is elongated in a NW-SE direction and is 2km by 1km in size. The drill hole only reached the outer fringes of the target when it was halted. Airborne Mobile MT Geophysical Survey Outlines Several High-Priority Targets: Mirasol completed a 500-line km Airborne Mobile MT survey (75 sq.km) covering the entire Sobek Central area and a small area of Sobek North (13 sq.km) prior to demobilization of the MT system. The Airborne Mobile MT has high-definition depth penetration to greater than 800m depth below surface and has been proven effective in defining targets in HSE and porphyry systems elsewhere in Chile. The survey has outlined a very striking cluster of MT anomalies and the interpretation suggests they may represent intrusive centers. The Central Breccia, and both the VN-Zone and VN-Zone North targets lie on the peripheral rims of these oval shaped MT responses (news release June 27, 2023). 1 Filo Mining Corp. – 05/13/2021 Press Release 4 Sobek Central – VN-Zone and Other Priority Targets: The VN-Zone was elevated as a high priority target late in the season when high gold grades were recovered from prospecting, with results up to 5.0 g/t gold and 2,200 ppm Cu being sourced from select grab samples (news release dated June 27, 2023). The VN-Zone sits on the northern outer cusp of a second very large oval shaped Mobile MT anomaly, with dimensions of 1.5km x 2.0km which is interpreted to represent a prospective intrusive center. To determine the best location and orientation of the first holes to drill test the massive anomaly multiple line-based 3D sections of the data have been generated and are currently being analyzed. Detailed mapping and drilling of this strongly mineralized sheeted vein zone will be a primary focus of next season’s campaign. Another new occurrence of mineralized “M” veins (VN-Zone North) was exposed along the road cut enroute to the VN-Zone. The VN-Zone North is located approximately 1.4 km north-northeast of the VN-Zone and sits on the eastern edge of the northern-most Mobile MT anomaly. Samples collected from the road-cut exposure returned values of 1.37 g/t Au and 663 ppm Cu, and 0.54 g/t Au and 411 ppm Cu (news release dated June 27, 2023). These strong gold results are all sourced from sheeted “Maricunga Type” quartz-magnetite veinlets with argillized margins. The “M” veinlets contain anomalous values of associated Cu mineralization (2,220 ppm), which is typical in Chilean Au-Cu “Maricunga Type” porphyry deposits. Sobek North – Expansion of the Mineralization El Potro Prospect: Mineralization at the El Potro East Zone located at the southeast corner of Sobek North has been extended further to the east and is now within 3 km west of NGEx´s recent Lunahuasi discovery in Argentina. The newly encountered areas of interest within the El Potro Zone appear to host an area of “lithocap type” alteration and mineralization. Select rock chip samples have returned values ranging from 0.10 to a high of 4.3 g/t Au with associated Ag from 0.30 up to 25.9 g/t from HSE type intensely altered and silicified areas, located above the more porphyry Cu-Mo style of mineralization which returned 0.65% Cu and 105 ppm Mo (news release June 27, 2023). Exploration over targets at El Potro East Zone has been prioritized and is scheduled to be drill tested in the early part of the Q1-2024 (news release August 21, 2023). Sobek Central - Expansion of Polymetallic Soil Anomaly: The Sobek Central soil sampling grid expansion and infill indicates a clear extension of the previously defined Central Breccia polymetallic soil anomaly (Cu/Pb/Zn/Ag/Au) to the southeast and appears to highlight a distinct Cu halo (approximately 750m long by 500m wide) outboard from the main breccia body with a strong lead (“Pb”)/zinc (“Zn”) anomaly directly above the breccia. In addition, to the southeast of the Central Breccia Zone a second widespread Cu soil anomaly is emerging with some continuity (approximately 700m by 300m) and is coincident with anomalous Pb, Zn, Ag and Au. The soil grid is being expanded further to the southeast and to the south to cover the area which host the Au-bearing veins at the VN-Zone (news release March 2, 2023). Sobek Central - Green Wall Zone Extended Further to the East-Southeast Along Trend: Multi- percentage Cu results were returned from select prospecting rock chip grab samples collected from a west-northwest trending structurally controlled intrusive dyke over >250m. This dyke hosts strong Cu mineralization with “white” chalcocite, bornite, azurite, chrysocolla and minor covellite as confirmed by petrology studies. This structurally controlled dyke may potentially vector to a larger “manto-type” or intrusive-hosted mineralization at depth (news release December 1, 2023). Results from recent select grab samples collected at the Green Wall Zone has extended the mineralization 1,000m to the southeast towards the edge of the Central Breccia Zone. A new narrow “seam”, now called the Grieta Verde Zone, further to the south of the CLP-Zone and somewhat oblique to the Green Wall Zone, has returned encouraging Cu values with highly anomalous Au averaging 0.25 g/t Au from the 10 select grab samples collected from this area. This narrow “seam” injected into the hosting sediments is similar to that seen in the Green Wall Zone, which is also hosted in the sediments on the north side of the CLP-Zone. While neither of these zones represent potential stand-alone targets, the high-grade Cu values with associated Au within the hydrothermal 5 system is potentially sourced from a larger concealed body under either the CLP or the Central Breccia zones (news release March 2, 2023). Sobek Central – CLP-Zone: This zone is interpreted to be an area of collapse that exposes outcrops and large rounded blocks of sedimentary rock with a strong veinlet stockwork of hydrothermal gypsum, which is especially evident along the margins of this striking geomorphological feature. The presence of hydrothermal gypsum suggests that the affected sedimentary sequence may be part of the cupolas zone of a deeper hydrothermal system. The area displays strong geochemical anomalies including Mo in rock chips and Cu in soils (news release February 28, 2022) Sobek Central – “Central Breccia Zone”: Located just above and south-southeast of the Green Wall Zone, the Central Breccia Zone is characterized by what appears to be a hydrothermal explosive breccia injected into the intersection of two northwest-southeast structural lineaments. The partially exposed geometry, as it is currently understood, is approximately 140 x 70m, but the actual limits remain to be verified in the field with detailed mapping. The upward transported material in the breccia includes strongly clay phyllic altered (quartz-sericite) and silicified granitic quartz-porphyry clasts, with strong oxide-boxworks, which may indicate a concealed porphyry target at depth. Limited rock chip sample geochemistry from this breccia shows a “spotty” polymetallic signature with Cu>Zn)>Pb. In addition, a detailed grid-based soil survey over the breccia also shows a very strong polymetallic multi-element geochemical signature with coincident anomalies of Pb>Zn>Au>Ag>Cu. This soil grid survey is currently being enlarged in all directions to fully cover the area of interest (news release December 1, 2022). Inca Gold-Silver Project, Northern Chile In early 2020 Mirasol announced the signing of an option agreement with subsidiaries of Newmont Mining Corporation (“NEM”) to acquire the Inca Gold project in northern Chile (news release January 13, 2020). Mirasol was granted the option to earn 100% of the project over five years, subject to a 1.5% NSR royalty, by drilling 1,000m over two years and incurring US$3 million in exploration expenditures over five years. Mirasol may terminate the agreement at any time after the completion of the initial 1,000m drilling commitment (news release January 13, 2020). Upon completion of this option, NEM will have the right to earn back 70% of the project in two stages. In stage 1, NEM will have to make a cash payment of US$3 million to Mirasol and fund $6 million in exploration over three years. In stage 2, NEM will have to deliver a NI 43-101 compliant Prefeasibility Study on a resource of no less than two million ounces of Au equivalent using agreed upon cut-off grades or incur an additional US$21 million in exploration expenditures over six years. If NEM completes stage 1 but not stage 2, Mirasol will retain 100% of the project and NEM will be granted an additional 0.5% NSR royalty, which may be bought back by Mirasol at fair market value. Following the completion of the maiden drill program on the Vania prospects (news release September 11, 2023), the Company met the minimum drilling and exploration expenditures required for the first three years under the option agreement with NEM. The 16,300 ha Inca Gold project is located in Region III of Chile approximately 100 km north of Copiapo, and within the Inca Del Oro mining district that hosts both Santiago Metals Delirio Cu-Au mine and Pan Aust and Codelco’s Inca de Oro porphyry Cu-Au deposit. Inca Gold is located at a relatively low altitude between 2,000 to 3,000m ASL within the Paleocene belt with year-round access for exploration and nearby mature infrastructure. Local geology on the southern portion of the project is characterized by a thick volcanic-sedimentary sequence consisting of ignimbrites, lava flows, and volcanic breccias. The northern portion consists of an older sequence of intensely folded and faulted ignimbrites and volcanic breccias. These two geologic domains are separated by a regional northeast lineament mostly covered by Atacama gravels. 6 Exploration Results Vania North and Vania South host separate porphyry/IOCG and/or HSE targets concealed under transported alluvial/colluvial cover in a very attractive structural architectural setting. Vania North and South are set within a strong north-northeast structural corridor which hosts the Inca del Oro porphyry (located 12 km to the southwest) and the expansive El Salvador mining district (some 40 km to the north of Vania North). In addition, the Delirio Cu mine, located 4 km to the west, is owned and operated by Santiago Metals, which mines Cu-in-tourmaline hydrothermal breccias within an area characterised by abundant historical alluvial Au workings. Airborne Mobile MT Geophysical Survey Reinforces High-Priority Targets: Mirasol completed a 378- line km Airborne Mobile MT survey (53 sq.km) covering the entire Vania prospect at Inca Gold, including the Vania South and North prospects as well as the recently defined Vania East and SW prospects, with tightly spaced (100 m) helicopter flight lines over the principal targets. The Airborne Mobile MT has high-definition depth penetration to greater than 800 m depth below surface and has been proven effective in defining targets in HSE and porphyry systems elsewhere in Chile. The survey outlined several MT anomalies and the interpretation suggests they may represent hydrothermal alteration overlying and surrounding concealed intrusive centers. Vania Prospects Drill Campaign: The maiden drill program launched at Vania was recently concluded as planned with two drill holes for a total of 926m complete (news release September 11, 2023). Vania South was selected as the first priority target because of the coincident geophysical surveys and geochemical surface results along with its location at the intersection of two prominent structural trends. As previously reported, the reprocessing and re-interpretation of the original Newmont ground magnetic (“Mag”) data resulted in the identification of the Vania South anomaly located 3 km south of Vania North (news release September 7, 2022). At the Vania South target a concealed and very strong, discrete magnetic response exists within the southeast corner of the Mag grid, showing smooth magnetic textures surrounding the main anomaly (news release December 8, 2022). Vania South displays a very interesting and strong magnetic high response in the analytical signal, and a very compelling target in the magnetic susceptibility processing. Interpretation of the Mag data suggests that this very strong magnetic anomaly may represent a concealed copper porphyry target, with the magnetic source potentially characterizing the potassic-altered core of an intrusive body and the smooth magnetic border representing the envelope of hydrothermal alteration. Coincident with the northern part of this set of Mag anomalies is a strong conductivity anomaly which was outlined by the Airborne Mobile MT geophysical survey. Vania South is located along the intersection of two very prominent structural trends, the north-south trending Quebrada Vasquez fault and the east-northeast trending Pique Seco fault. A large copper soil anomaly identified from the deep sensing geochemistry (DSG) survey results, resides above the geophysical anomalies in the alluvial/colluvial transported cover. The first hole at Vania South was designed to pass through the horizontal resistive layer, which may represent a lithocap, and continue to penetrate the large magnetic anomaly, the MT conductivity anomaly, both of above-mentioned controlling fault structures and the surface geochemical anomaly. The magnetic anomalies appear to reside in the downthrown block (hanging wall) of a large north- northeast structural trend which may separate the basement block on the west side, and the downthrown block on the east side, in a typical horst/graben type structural environment. The Vania South target appears to host characteristics similar to concealed porphyry intrusive bodies, in a very attractive structural setting. Vania North Gold (Copper) Vania North is characterized by several distinct, coincident geochemical and geophysical anomalies cradled within an attractive structural intersection. A recent Electrical IP Pole-Dipole survey over the geochemical anomalies has successfully detected compelling coincident IP anomalies. Vania North is considered a high-quality drill target (news release September 7, 2022). 7 A strong coherent geochemical Au anomaly was originally identified using Newmont`s proprietary Deep Sensing Geochemical (DSG) sampling system at Vania North. Coincident with the DGS Au anomaly is a strong annular geochemical halo of pathfinder elements within magnetic depletion zone interpreted to be controlled by the intersection of northwest and northeast trending structural lineaments. Mirasol’s subsequent reprocessing and reinterpretation of the Newmont magnetic data delineates a prominent northeast-southwest trend of magnetic depletion, coincident within a long, shallow topographic valley. The magnetic depletion and low resistivity, identified from the recent IP survey, suggests that the rocks along this trend may have been subjected to acid-sulphate leaching and may contain sections of vuggy silica, which are deemed to be prospective zones for late-stage mineralizing Au events. On the western edge of the concealed anomaly, within the outcropping wall rocks at the edge of cover, alteration is seen in the form of locally hornfelsed rocks hosting Cu mineralization in small, restricted structures. The electrical IP geophysical campaign highlighted several compelling concealed targets at Vania North. The geophysical interpretation suggests the potential existence of HSE-type anomalies, which may represent diatreme and vein-type structures, possibly underlain by a deeper more porphyry-like geophysical response, which warrants further evaluation, including drilling. In preparation for drilling, Mirasol has complete infill DSG lines at Vania North to assist in vectoring into the best areas for the maiden drill program. Argentina Virginia Silver Deposit, Santa Cruz Discovered by Mirasol in 2009, the Virginia Silver Deposit (“Virginia” or the “Deposit”) in the Santa Cruz Province of Argentina hosts a high-grade, intermediate sulfidation epithermal style mineralization in a series of prominent outcropping vein-breccias associated with a rhyolitic volcanic flow dome field. Mirasol completed a series of drill programs from 2010 to 2012 for 23,318m of diamond drilling in 223 holes, designed to test the potential of the mineralized structures to a maximum depth of 266m. In 2016 the Company filed an amended NI 43-101 Resource Estimate defining seven outcropping bodies of high-grade Ag mineralization, constrained2 within conceptual pits, with an indicated mineral resource of 11.9 million ounces of Ag at 310 g/t Ag and a further inferred mineral resource of 3.1 million ounces of Ag at 207 g/t Ag (see amended NI 43 -101 technical report titled “Amended Technical Report, Virginia Project, Santa Cruz Province, Argentina - Initial Silver Mineral Resource Estimate” dated February 29, 2016, prepared by D. Earnest and M. Lechner and filed on SEDAR ). Updating the Virgina NI 43-101 Resource Estimate: On May 20, 2020, Mirasol signed an option to purchase agreement (“Option Agreement”) for Virgina with Golden Opportunity Resources Corp., later renamed Silver Sands Resources Corp. (“Silver Sands”). On February 21, 2023, Mirasol announced it has regained an unencumbered 100% interest in Virginia, following the termination of the Option Agreement with Silver Sands. 2 The Qualified Persons responsible for this amended Technical Report were commissioned by Mirasol Resources Ltd. to review all geologic, geochemical, geophysical, surface trenching, diamond drill core sampling and metallurgical recovery data pertaining to the Virginia Project for the purpose of completing a Mineral Resource estimate in accordance with the guidelines of the Canadian Institute of Mining and Metallurgy (CIMM). For calculating conceptual pits, a Ag price of US$20 per ounce was used. Sensitivity analyses by the Qualified Persons indicate that the Mineral Resources are not particularly sensitive to operating costs or Ag price fluctuations. Mineral Resources, which are not Mineral Reserves, do not have demonstrated economic viability. 8 Prior to termination of the Option Agreement Silver Sands funded more than US$3.4 million in exploration, including over 10,250m of diamond drilling, 2,300m of trenching and 190 km of IP Electric geophysics. An updated NI 43-101 Resource Estimate is currently being completed to incorporate these drill results. Four phases of drilling were funded by Silver Sands under the Option Agreement. Phase I conducted in 2020 included 2,831m of drilling in 20 holes. Results demonstrated the potential for significant new mineralization outside of the current Deposit (news release January 21, 2021 and February 23, 2021). Phase II comprised 20 diamond drill holes (3,104m). A new high-grade zone was discovered at Ely Central, where drilling intersected strong and continuous Ag grades in four drill holes over a 200m strike length. Mineralization at Ely Central remains open to expansion both laterally to the north and south, and also to depth. In addition, significant intercepts were encountered beyond the main Virginia vein field, confirming the potential for new mineralized zones (news release May 17, 2021). Phase III included 20 drill holes completed at Virginia and the Santa Rita Prospect, located in the north of the property package. At the main Virginia vein field, high-grade mineralization was discovered on the Margarita vein trend in a single diamond drill hole intersecting 2.63m at 1,456 g/t Ag. This intercept represented the first mineralized interval from this new target and indicates the potential for a new mineralized trend along strike and at depth (news release February 1, 2022). At the Martina Northwest target, two holes were collared to test the depth extent of a mineralized polymictic hydrothermal breccia structure that was previously drilled. The second drill hole completed at a shallow dip successfully intersected 4.75m at 242 g/t Ag, including 2.45m at 404 g/t Ag, 68m vertically below surface. The results from Martina Northwest are very encouraging as these new intersections support the potential to increase the mineral resource along this trend. To follow up on the 200m strike length of mineralization defined at Ely Central, continued drilling returned a broad interval of 33.8m at 88 g/t Ag from 71.3m which successfully closes the gap between the mineralized structures at Ely Central and Ely North. In addition, the deepest mineralization encountered along the Ely structure to date intercepted 4.55m at 0.33 g/t Au and 30 g/t Ag from 173.65m (including 1.2m at 0.63 g/t Au and 26 g/t Ag). The presence of this comparatively rich Au pulse may indicate the introduction of a stronger and more consistent Au enriched mineralization in the deeper parts of the Virginia vein system (news release January 25, 2022). Maiden drilling at Santa Rita Central and East intercepted encouraging Au and Ag mineralization confirming that the structures mapped and sampled on surface extend to depth, The best results were obtained at Santa Rita East where two drill holes collared 50m apart returned 5.65m at 0.68 g/t Au from 35.65m, including 1.35m at 1.87 g/t Au and 5.20m at 0.63 g/t Au and 7 g/t Ag from 35.30m (news release February 10, 2022). Phase IV included 12 diamond drill holes for a total of 1,362m (news release July 21, 2022). The drilling extended mineralization outside the existing Virginia resource by testing the gaps along the main vein structures at Ely and Martina and to define new mineralization at the Margarita trend. Previously untested, outlying targets approximately 1.5 km to the north of the main trend, Patricia and Daniela were also drilled during this campaign. At the Margarita high-grade Ag trend, three drill holes successfully extended the mineralized vein by more than 150m to the north-west. The system remains open in both directions. The Margarita Vein has similar mineralization to the Julia Vein which hosts most of the current Ag resources at Virginia. Margarita hole MR-DDH-004 returned 4.85m at 720 g/t Ag, including a discreet intercept of 0.30m at 1,775 g/t Ag, exhibiting a strongly banded epithermal vein with fine-grained sulphides and Cu- oxides. At Ely Central three holes were drilled for a total of 261m testing the gaps within the 500m-long trend. This newly identified Ag-rich vein trend outcrops on surface and has been drilled to 100m vertically 9 below surface and remains open to depth. Notable intersections from the Ely Central drill holes include EC-DDH-011 returning 11.95m at 124 g/t Ag, including 1.8m at 192 g/t Ag. One drill hole tested the northern extension of the 200m-long anomalous southern end of Ely North vein, which is not currently part of the Ely North conceptual resource pit. The hole intercepted the vein 100m vertically below surface returning 5.65m at 144.5 g/t Ag, including 0.6m at 418 g/t Ag, extending the trend 50m to the north. Further infill drilling is required to test the remaining gaps along the Ely Trend. This could potentially connect the Ely Central, Ely South and Ely North conceptual resource pits. Two new holes were drilled at the Martina vein trend. Martina Central drill hole MC-DDH-002 was designed to start testing the gap between the Martina Central and northwest trends and returned Ag intersections of 2.9m at 127 g/t Ag, including 1.45m at 179.5 g/t Ag. Gaps still remain to be drilled along the Martina structure with the potential for Ag grades to be associated with the notable high chargeability responses. Hole MNW-DDH-0064 (8m at 91 g/t Ag) filled the gap in the Martina Northwest and extended the mineralization along this 200m-long trend. One drill hole tested each the Daniela and the Patricia Veins, located approximately 1.5 km to the north of the Ely North Resource conceptual pit. Both of these veins were untested targets hosting the highest-grade surface rock-chip Ag samples. The objective of these holes was to test for downdip extensions of the surface expressions. The Patricia drill hole PA-DDH-001 intersected 1.45m at 120 g/t Ag, including 0.5m at 198.5 g/t Ag, and another parallel structure with 2.95m at 95.7 g/t Ag, including 0.35m at 163 g/t Ag. These modest drill results did not replicate the extremely high-grade rock chips from near source float block samples (over 29,000 g/t Ag and 18,800 g/t Ag) from surface. Follow up drilling along strike will be required to understand the significance of these intersections. Projects Under Option Agreements Argentina Claudia Gold-Silver Project, Santa Cruz (operated and funded by Cerro Vanguardia SA) On May 23, 2023, Mirasol announced the signing of an option agreement with Cerro Vanguardia SA Gold-Silver Mine (“CVSA”) owned by AngloGold Ashanti (92.5%) and FOMICRUZ S.E. (7.5%) for the exploration of Mirasol`s Claudia Gold-Silver Project (“Claudia”), located in the Deseado Massif of Argentina’s Santa Cruz province, directly adjacent to the southern border of the producing CVSA Gold-Silver Mine. Terms of the Claudia Option Agreement: a) Within the first two years of the Agreement CVSA may complete such mapping and sampling, trenching and geophysics as required in its absolute discretion to develop drill targets, and fulfill a minimum drilling commitment of 2,500m of diamond drilling; and then CVSA will have the option, subject to the terms of the agreement, to: 1) Within three years, complete not less than an aggregate of 6,000m of diamond drilling; 2) Within four years, complete not less than an aggregate of 12,500m of diamond drilling; b) Upon completion of the above commitments, CVSA shall have the right to exercise the Option under the Agreement and, subject to the terms of the Royalty Agreement, CVSA shall grant Mirasol a 2% Net Smelter Royalty on future production from the Claudia Project. Drill Program Launched: CVSA initiated a drill program at the extensive, 65,192 ha, Claudia project, located Mine. In this first phase of drilling, over 3,300 m of drilling will be completed at the IO prospect, in 13 holes ranging from 100 to >400m in depth to test the prospective vein trends which 10 are potentially southern extensions and/or parallel trends of the CVSA Mine vein field (news release October 3, 2023). History at Mirasol`s Claudia Property The Claudia Project was originally staked in 2004 as part of Mirasol’s Santa Cruz exploration program. Mirasol, in conjunction with various JV partners, has completed over 19,000 m of combined RC and DDH drilling, more than 4,000 line-km of ground magnetometry, 249-line km (43 km2) of gradient array IP geophysics covering six separate blocks, almost 100-line km`s electrical IP- Pole- di-Pole geophysical lines, collected over 3,500 rock chip samples, 4,500 rock trench channel samples from 200 trenches, close to 1000 MMI geochemical soil samples and 1,500 km2 in detailed geological mapping. Between 2006 and 2010 two phases of drilling were completed with a JV partner, including 3,794m of drilling in 26 holes and 3,168m of RC drilling in 25 holes. Drilling results from these campaigns included multiple intercepts with greater than 100 g/t Ag, including five intercepts from 118 g/t Ag to 217 g/t Ag and up to 1.3 g/t Au. During 2012, Mirasol`s inhouse exploration team expanded and defined the impressive 15 km long Curahue vein trend, which is largely concealed by shallow gravel cover (<5m) and is seen to host six large individual vein trends, namely the Europa, IO, Ganymede, Callisto, Themisto and Sinope segments. Large extensions of these trends have been traced under cover by electrical IP (Gradient Array) geophysical campaigns. At the Rio Seco prospect, located on the easternmost part of Claudia, Mirasol’s early prospecting discovered the first outcropping veins at Claudia where select surface samples returned up to 20.1 g/t Au and 1,175 g/t Ag from the “J Vein”. Saw-cut channel and trench intersections returned 0.7m at 13.9 g/t Au and 229 g/t Ag and 10.5m of 1.9 g/t Au and 22 g/t Ag from mineralized zones along the expansive Rio Seco vein field (news release June 14, 2012). During Q2 2012, Mirasol drilled a total of 2,599m in 25-holes. The best results included individual assays of up to 0.83m at 6.59 g/t Au and 139.3 g/t Ag and broad intersections of anomalous Au and Ag up to 15.3m of 0.29 g/t Au and 50.9 g/t Ag (news release March 4, 2013). During 2016/17, under a previous JV with CVSA, a combined 7,525m of RC and DDH drilling was completed at Claudia. The majority of the drilling was focused along a 2.2-km section of the “IO vein”, one of the six prospects identified to-date along the 15 km long Curahue trend (news release December 16, 2016 and February 17, 2017). A major “milestone” of the CVSA drilling at the “IO” vein was the discovery of a 600m long, open- ended mineralized body hosting silver/gold mineralization which starts a few meters below surface and has been drill tested to a vertical depth of 135m. This strongly mineralized trend requires follow- up work both downdip and along the strike of the structure. Highlight results included: High-grade vein: 0.6m at 11.72 g/t Au and 1,224 g/t Ag. Vein and veinlet composite: 9.3m at 1.40 g/t Au and 134.6 g/t Ag. From October 2017 through March 2019, Mirasol with a JV partner drilled 2,529m in 12 holes at Claudia. Drilling completed to July 2018 focused mostly at the Curahue prospect, with 10 DDH holes totaling 2,270m completed, to test targets on the Europa, IO, Themisto and Callisto segments, along the extension of the Curahue trend. Drill results from the Curahue prospect, Europa and IO vein trends include 0.6m at 0.08 g/t Au and 610.0 g/t Ag, 0.55m at 1.15 g/t Au and 22.9 g/t Ag; and 0.9m at 1.95 g/t Au and 5.7 g/t Ag from the Cilene prospect (news release September 17, 2018). Following termination of that JV, Mirasol completed additional surface exploration work resulting in the definition of new drill targets that remain to be tested. A total of 249 new rock chip samples were collected from the Curahue trend, with results up to 7.99 g/t gold and 69 g/t silver. In addition, two 11 new IP geophysical surveys, focused on the Curahue and Themisto prospects, were completed extending existing survey coverage at Claudia (news release May 8, 2019). Priority Pipeline Projects Operated and Funded by Mirasol Chile Altazor Gold (Copper) Project, Northern Chile In 2017 Mirasol signed an option and farm-in agreement with Newcrest Mining (“NCM”) for the Altazor project, which was later terminated on August 18, 2021. During the term of this agreement, NCM spent more than US$3M on the project defining two highly prospective drill-ready targets, which remain untested by drilling. Due to the prospective nature of these targets and the intention to aggressively progress the project, Mirasol is considering whether to self-fund an initial 2,000m drill program, or to bring in a funding partner. Engagement with the local community in respect to exploration plans is progressing. An environmental re-evaluation of the project area was recently completed to update the environmental base line study to revert the environmental reports and permits back to Mirasol in preparation for drilling. Exploration Results Altazor is a HSE Au project covering 33,000 ha located in an underexplored section of the Mio- Pliocene age mineral belt. Mirasol completed a first-pass of reconnaissance sampling over approximately 50% of the project area in 2017. These results showed comparable geology, alteration patterns and Au ppb-level anomalous assays in soil and rock chip samples to those reported from surface sampling at Gold Fields’ Au-Ag HSE Salares Norte development stage project. Salares Norte has a geological setting analogous to Altazor and is also located in the Mio-Pliocene mineral belt of Chile (news release October 11, 2017). Altazor has favourable infrastructure situated just 20 km south of 345 kV powerlines that follow International Highway Route 23, a paved road connecting northern Chile and Argentina. In common with other Mio-Pliocene mines and projects, Altazor is located at high altitude of between 4,000 and 5,200m; however, Altazor has good “drive-up access” via an open valley and a network of easily passable gravel tracks. During Mirasol’s initial reconnaissance sampling, a total of 216 stream sediment, 395 soil and 933 rock chip samples were collected and returned significantly anomalous Au, Ag, Cu, Pb, Zn and epithermal path finder elements, from sampling in the vicinity of mapped breccia bodies (news release October 11, 2017). In late 2018, Mirasol reported the results from the 2017/18 exploration program completed under the exploration agreement with NCM to define targets for drill testing (news release November 12, 2018). The program included alteration analysis of soils, radiometric age dating,1,035 line-km ground magnetic geophysical survey, geological mapping, geochemical rock chip sampling over an area of 128 km2, a 2,030-sample low detection limit soil grid covering 85.6 km2 and a 66.9 line-km Controlled- source Audio-frequency Magnetotellurics (“CSAMT”) resistivity geophysical survey. Integrated analysis of the combined data sets indicated Altazor to be a district-scale, zoned alteration system preserved at a level that could conceal HSE Au deposits beneath “barren” steam-heated cap rocks and post mineral cover. This program successfully identified multiple compelling large-scale drill targets in three principal prospects that have alteration, geochemical and geophysical characteristics in common with the predrill target signatures of the Salares Norte and Alturas Au HSE discoveries. During the first half of 2019 fieldwork of the large Altazor alteration system was reinitiated to explore extensions of the prospects identified in the previous season’s program; to undertake first pass exploration of new claims staked at the end of last season; and to cover interpreted extensions of the alteration system. Fieldwork consisted of rock chip and alteration sampling as well as detailed 12 geologic mapping. The defined, highly prospective drill-ready targets remain to be drill tested. Mirasol continues to actively engage with the community in the vicinity of Altazor to secure an exploration agreement for a drilling program. The concerns of the community are being addressed to achieve a mutually beneficial agreement. Coronación Copper-Gold Project, Northern Chile Coronación is a 1,200 ha project prospective for both HSE and Porphyry hosted Cu-Au mineralization located in Northern Chile On June 15, 2023, Mirasol announced that it has regained 100% control of Coronación following the termination of the Option and Farm-in Agreement with First Quantum Minerals (“First Quantum”) (news release October 7, 2019). Exploration Results Coronacion is located on a major northwest structural trend that is associated with several Andean porphyry Cu deposits. Exploration completed by Mirasol indicates the potential presence of a porphyry/breccia system intruding a layered Miocene aged volcanic sequence of pyroclastic units, that was subsequently intruded by domes of dacitic composition. Two distinct areas of alteration have been interpreted with the assistance of Analytical Spectral Device (“ASD”) analysis. The eastern alteration area displays affinities to a HSE system, with the western area displaying a more typical porphyry deposit style of alteration. Geochemical rock and soil sampling has also defined a large 600 by 800m Cu-Mo geochemical anomaly in the western area within the overall 3 by 2.5 km ASTER image hydrothermal alteration response halo (news release October 17, 2019). During the last quarter of 2019, FQM completed an initial exploration program that included surface mapping, geochemical soil and rock chip sampling, IP and Mag magnetic geophysical surveys (“Mag”) and the collection of rock samples for age-dating. This work outlined an attractive HSE/Porphyry Au (Cu) targets that displays characteristics similar to other Miocene age systems in the highly productive Maricunga belt. Gorbea Gold (Copper) Project, Northern Chile The Gorbea project (“Gorbea”) comprises a package of mineral claims totaling 27,000 ha located in the Mio-Pliocene age mineral belt of northern Chile. The project is located approximately 70 km north of Gold Fields Salares Norte development stage project, at an altitude of 4,100 to 4,500m ASL, and is easily accessible by seasonally maintained roads and gravel tracks. Gorbea was subject to previous joint ventures with Newcrest Mining Limited “Newcrest” that was terminated in August 2022 and Yamana Gold Inc. (“Yamana”) that was terminated in April 2018. Under the partnership, Yamana incurred exploration expenditures in excess of US$8 million. Yamana’s exploration identified a significant body of HSE Au mineralization at the Atlas zone, which returned a best drill intercept of 114m grading 1.07 g/t Au, including 36m grading 2.49 g/t Au (news release September 11, 2017). Newcrest invested over US$11.6 million in exploration on the Gorbea Project, completed nearly 7,500m of drilling and made payments of US$600,000 to Mirasol. Over the last exploration season, in addition to the 2,072m of drilling (reported February 28, 2022), Newcrest completed surface exploration, mapping and geochemical sampling on the Project. Mirasol now has all the data in hand and is considering all available options to continue advancing exploration at Gorbea will be considered, including the potential to identify new partners. Exploration Results The Atlas prospect is centred on a sizable +20 km2 HSE alteration system that hosts multiple Au and Ag targets. The system exhibits many of the key geological and mineralization features characteristic of economic systems in the area, such as at the Salares Norte development stage project (Gold 13 Fields - Reserves: 3.5 Moz Au and 39 Moz Ag3), Alturas advanced stage project (Barrick Gold - Inferred Resource: 8.9 Moz Au4) and La Coipa mine (Kinross Gold – Reserves: 0.9 Moz Au and 41.7 Moz Ag / Resources: 1.4 Moz Au and 35.3 Moz Ag5), supporting its potential to host large-scale Au mineralization. In late 2021, NCM completed five reverse circulation drill holes for 2,072m with two holes at the Atlas prospect and three holes at the previously untested El Dorado prospect. No meaningful mineralization was encountered in these holes. To date, 37 drill holes (16,905m) have been completed at the Atlas prospect by Mirasol’s previous partners At Atlas, hole ATLT0011A targeted the extension to the southeast of a silicified polymictic breccia body outcropping on surface (Apollo Breccia) coinciding with a high-resistivity feature. Although vuggy silica texture, quartz alunite alteration and pathfinder elements were intersected, the lack of Au values indicates a peripheral position to the mineralized centre. Hole ATLT0012 was drilled to test for potential continuation to the north in the Atlas Central zone. The results limit the potential of the mineralized body in a northerly direction. However, potential remains to extend the mineralization to both the east and west to and explore for higher-grade mineralization (news release February 28, 2022). Notably a potential HSE Au target located to the east-southeast of the Apollo Breccia/Atlas Central Zone, defined by coincident anomalous zones of multiple pathfinder elements, alunite composition, high Au values and a high-resistivity anomaly, remains to be drill tested. At El Dorado, the drill holes targeted a combination of positive features, including a high-resistive feature, a polymictic breccia body with vuggy silica fragment and a steam-heat zone, all associated with elevated pathfinder elements. No further work is planned at El Dorado in the near term. Nord Polymetallic Project, Northern Chile The Nord project was originally staked by Mirasol as part of its Atacama-Puna generative program and lies adjacent to Mineria Activas Ciclon-Exploradora polymetallic-epithermal project, which is currently being advanced to production. The 1,967-ha project is located in Region III of Chile within the Exploradora District, which lies on the western side of the north-south trending regional scale Domeyko fault zone and within the world class Eocene-Oligocene porphyry Cu belt. Control of the Nord project was recently returned to Mirasol and the option agreement signed with Encantada SpA (“Encantada”), an affiliate of Minera (news release September 8, 2020) has been terminated. Encantada was unable to secure financing to advance the project. Exploration Results Based on Mirasol’s initial surface exploration, the project has the potential to host two main styles of mineralization. The first style is characterized by large vein-type mineralization injected into fault structures hosting polymetallic (Cu, Zn, Pb, Ag, Au) mineralization, as seen in the active small-scale mines located near the northeast corner of the claim boundary and at Mineria’s Ciclon-Exploradora polymetallic development project, which is located adjacent to the eastern blocks of the project. While surface geochemistry has returned only low to anomalous precious and base metal results, Mineria’s understanding will be valuable to define drill targets for potential extensions or parallel structures to the known mineralization (news release October 31, 2019). In addition, the project also hosts the potential for porphyry Cu-Au style mineralization. In the central part of the property a large alteration zone displays patterns of quartz-sericite and advanced argillic 3 Goldfields Limited - Mineral Resources and Mineral Reserves Supplement to the Integrated Annual Report 2021 4 Barrick Gold Corporation - Mineral Reserves and Mineral Resources in Q4 Report for the year ended December 31, 2021 5 Kinross Gold Corporation - 2021 Annual Mineral Reserve and Resource Statement 14 alteration with thin tourmaline veinlets, which are characteristic of some porphyry-style alteration assemblages. In the first half of 2021, Encantada completed an initial fieldwork program, which included geological mapping, geochemistry and geophysical surveys to define targets. A scout diamond drill program was completed largely on a property controlled by Encantada (Target 1) and adjacent to Nord, with one initial drill hole completed within the Nord tenure to test a Au-Cu mineralized corridor. Follow up drilling took place at Nord in October and November 2021 to test the multiple north- northeast trending mineralized corridors identified on the property. Encantada completed five drill holes totaling 1,192m on Target 3 in the center of the Nord project. Narrow zones of Zn mineralization (sphalerite - pyrrhotite) were encountered in the northern holes with higher temperature (garnet- pyroxene-magnetite) skarn carrying narrow zones of Cu-Au mineralization intercepted in the south. The skarn and increasing Cu-Au+Mo values may indicate a vector towards a porphyry target to the southeast. At Target 2, geological mapping at 1:2,000 and 1:5,000 scale has been completed on a porphyry prospect interpreted to be of similar Mid Eocene-Oligocene (33-36 Ma) age to the Exploradora complex, which is located 4 km to the northeast. Three porphyry intrusives with potassic (secondary biotite) alteration, overprinted by strong sericite-clay alteration with local alunite, limonite and Cu oxides, occur in two elongated 200 x 500m and 150 x 300m zones. Porphyry-type veining includes early biotite-magnetite (“EB”) veins and scarce A veins along a north-northwest trend near the contacts of the porphyry with the monzodiorite intrusive host rock. An IP geophysical survey completed over the area has defined a strong and broad chargeability anomaly from 100-500m depth associated with the altered porphyry intrusions. New attractive porphyry drill targets have been defined and following evaluation Mirasol will consider advancing exploration, including drill testing, potentially with the participation of a new partner. Rubi Project, Northern Chile On May 23, 2023, Mirasol announced that an option agreement for its Rubi project in Chile with Mine Discovery Fund Pty Ltd (“MDF”), a private Australian company, was terminated. MDF exceeded its contractual minimum commitment by spending US$890,000 on exploration during the term of the option agreement (news release dated October 15, 2020). Exploration Results The 7,500 ha Rubi project is located within the Paleocene age porphyry belt of northern Chile that hosts a number of significant producing porphyry Cu deposits. The project lies at relatively low elevation (1,900-2,100m) within 20 km of the El Salvador and Potrerillos porphyry Cu-Mo-Au mines and has good access to port facilities at Chanaral approximately 80 km to the west. In November 2021, Mirasol reported on the 1,887m drill program completed at Rubi. Drilling was focused on the Lithocap and Zafiro targets, with the results supporting the presence of a large and strong prospective porphyry-style alteration system. Key indicators included the occurrence of porphyritic daci-andesite intrusive rocks and hydrothermal brecciation, which exhibit strong quartz- sericite (phyllic) alteration overprinting a relict K-feldspar alteration that host trace fine pyrite- chalcopyrite-magnetite mineralization. In addition, good ground preparation was observed, which is critical for ore deposit formation, with strong to locally intense fracturing infilled with late gypsum/anhydrite and calcite veining. Importantly, assay results confirmed the presence of anomalous Cu, Mo and locally elevated As over substantial intervals of approximately 200m (news release November 8, 2021). Having recovered an undivided 100% interest in Rubi, Mirasol is evaluating options to refine remaining drill targets at Rubi and is currently in discussions with potential alternative partners to drill test these targets. 15 Argentina Tefnut Prospect – San Juan Porphyry Cu Projects Tefnut, staked by Mirasol, comprises approximately 4,500 ha of exploration claims. It is located within the fertile Mio-Pliocene copper-belt in the province of San Juan, Argentina, which hosts several high- profile advanced projects including Filo del Sol, Josemaria, Altar, Los Azules and El Pachon. The Company’s preliminary reconnaissance program of prospecting, high level geological mapping, geochemical sampling and alteration analysis, successfully defined a large 1.5 by 1.5 km porphyry related phyllic alteration system with outcropping Cu-mineralization (news release June 9, 2022). Tefnut is located at the intersection of a major orogenic parallel north-south structure and a lesser defined north-northwest trans-orogenic lineament which is the common structural configuration that has localized other major deposits and development projects in the province of San Juan. In close proximity to the west and in Chile, advanced projects such as Novicio, West Wall and Pimenton represent good analogies for the prospectivity of the immediate area. Within the large 1.5 x 1.5 km intensely altered phyllic footprint at Tefnut, discrete outcropping exposures of porphyry-style Cu-mineralization occur in the deeply incised creeks. This mineralization is associated with high-density stockworks of quartz magnetite and fine magnetite only stringers, within strongly potassic altered (biotite-feldspar-magnetite) intrusive dioritic porphyry hosting disseminated chalcopyrite and Cu-oxides. Initial grab samples from these mineralized outcrops have returned 0.14% and 0.19% Cu. In addition, anomalous Mo values of 42 ppm hosted in type B veinlets, with the four highest values (from a population of 15) ranging from 17-42 ppm, were recovered from the overlying rhyolites that exhibit intense phyllic alteration. These initial geological and geochemical results indicate the presence of an underexplored and potentially substantive porphyry Cu-Mo system. Potassic alteration (secondary biotite) in dioritic intrusive rocks, hosting disseminated Cu mineralization, are exposed in discrete erosional windows through an extensive area of phyllic alteration with local remnant advanced argillic altered sections. It is considered that Tefnut has been eroded to an optimal level for the exploration with the prospective Cu mineralized potassic zone preserved at shallow levels and extending to depth. Given the encouraging results from the initial reconnaissance campaign, Mirasol is planning to progress its exploration efforts during the upcoming southern hemisphere exploration season (October 2023 - April 2024). Detailed grid-based geochemical sampling, geological/structural mapping and geophysical surveys will be required to advance this new and exciting prospect to a drill ready stage. Libanesa Gold and Base Metals Project, Santa Cruz The option agreement on the Libanesa project with Golden Arrow Resources Corporation was terminated in 2022 (news release July 21, 2022). Golden Arrow exceeded its contractual minimum commitment by spending over US$500,000 on exploration (news release dated October 12, 2021). The exploration program included field mapping, surface sampling, trenching and 1,716m of drilling at the Cerro Plomo/Cerro Rodonda and the Lagunita prospects. Mirasol firmly believes that quality drill targets remain at Libanesa (Cerro Plomo) and is currently reviewing this data and evaluating how to best test these remaining targets. Exploration Results Libanesa is a 14,500 ha Ag-Au (Pb/Zn) project discovered by Mirasol and is an important part of Mirasol’s “critical mineral” portfolio in the province of Santa Cruz. Libanesa is located at the northeastern margin of the Deseado Massif Au-Ag metallogenic province, approximately 70 km west of the port of Puerto Deseado, 40 km northwest of the Cerro Moro Au-Ag Mine operated by Yamana Gold and 100 km northeast of the Don Nicolas Au-Ag mine operated by Cerrado Gold. 16 Libanesa hosts several diversified geological, geochemical and geophysical-supported drill targets. There are two main prospective areas, Libanesa Main and the Lagunita Vein Field. Libanesa Main hosts several targets supported by strong base metal and Au mineralization from quartz veins, stockworks and hydrothermal breccias, including the Cerro Plomo prospect. Cerro Plomo is characterized by a well-mineralized Au/Ag hydrothermal breccia that is exposed at surface and supported by both chargeability and resistivity geophysical anomalies at depth. The Lagunita prospective zone, which has reported encouraging rock chip Au values from more typical low sulfidation-type epithermal veins and breccias. This prospect warrants additional surface exploration to vector into the potentially better mineralized parts of this extensive vein system, where intermittent vein occurrences, outcropping/sub-cropping through post mineral cover, have been mapped over a strike length of more than 2.3 km. (news release June 1, 2021, for a summary on previous work completed at Libanesa). Results from the maiden, 1,780m, drill program completed by Golden Arrow at the Libanesa project at several of the prospects at Libanesa Main, including Cerro Plomo, Playa Vetas, Bajo Aspero and Breccia Plata, as well as two holes at Lagunita, were encouraging and delineated several prospective targets that require follow-up drilling as the program was cut short due to weather (news release November 9, 2022). At the Cerro Plomo target, highly anomalous Au-Ag and multi-percent Pb-Zn values reporting from what appears to be the mineralized halo of a large vertical conductive zone. Notable intersection at Cerro Plomo through the hydrothermal breccia zone include 26m at 0.98 g/t AuEq756 (0.38 g/t Au & 44.7 g/t Ag). A follow up step-back hole is recommended to test these zones and also to pass completely through the entire conductive anomaly to test for higher grade gold-silver mineralization, which no hole to date has accomplished. At the Lagunita Vein Field Prospect two drill holes were completed to test outcropping vein trends where multi-gram Au values were previously recovered from rock chip and trench samples. Notable results include 3m at 1.79 g/t AuEq75 (1.71 g/t Au & 5.4 g/t Ag) and 1m at 4.30 g/t AuEq75 (4.20 g/t Au & 7.4 g/t Ag). The vein trend, where the highest trench gold result was sourced, remains to be drill tested. Sascha – Marcelina Gold-Silver (Lead/Zinc) Project, Santa Cruz Mirasol staked the Sascha Project in 2003 to secure the 5 km-long Sascha Vein Zone, which was partially drill-tested while under an exploration agreement with Coeur Mining (“Coeur”) from 2006 to 2009. Coeur terminated the agreement in 2009 and returned 100% of the project to Mirasol. The project is an important part of the “critical mineral” portfolio in the province of Santa Cruz. On January 23, 2019, Mirasol signed an option-to-purchase agreement with a private mining company for the 5,700 ha Marcelina exploration claims, consolidating the full district under the Company. The agreement was amended in January 2022 to extend the option period by two years. Under the amended agreement, Mirasol can acquire 100% of the Marcelina claims by making staged option payments totalling US$3.75 million (of which $200,000 has been paid) over six years and granting a 1.5% NSR royalty. Cash payments for US$100,000 and US$ 3.45M are due in January 2024 and 2025, respectively. Following the consolidation of Sascha-Marcelina, Mirasol completed an integrated interpretation of Mirasol’s district-scale exploration data sets collected prior to 2009. Anomalous rock chip Au-Ag assays and Aster satellite alteration anomalies define a 16.5 x 4.0 km (65 km2) hydrothermal “footprint” to the district, showing a large-scale, zoned alteration system characteristic of a sizable 6 Gold equivalent (“AuEq”) is calculated using a ratio of 1.0 g/t Au is equivalent to 75g/t Ag. The cut-off ranges are 0.1, 0.3, 0.5 and 1.0 g/t AuEq, and do not consider the Pb/Zn values. Recoveries are assumed to be 100% as no metallurgical test data is available. 17 Au-Ag LSE system. Five multi-km-long mineralized vein and silicified breccia trends have been recognized to date across the consolidated district. The trends traverse the Pellegrini Silica Cap, or outcrop through post-mineral gravel and basalt cover that surrounds the Silica Cap (news release January 25, 2019). The geologic and geomorphic setting of the Pellegrini Silica Cap and related silica structures and veins is analogous to the setting of the Cerro Negro mine operated by Newmont, which is a high- grade, low-cost, Au-Ag underground mine located approximately 100 km to the north of Sascha- Marcelina (Proven and Probable Reserves: 3.03 Moz Au and 19.49 Moz Ag / Measured and Indicated Resource: 0.63 Moz Au and 3.21 Moz Ag / Inferred Resource: 1.16 Moz Au and 6.52 Moz Ag7). In the first half of 2019 Mirasol completed additional surface exploration activities on the Sascha- Marcelina project (news release July 18, 2019), which included geological mapping, detailed rock chip geochemical sampling, extensive soil grid geochemical sampling and the acquisition of alteration data using in-house handheld ASD technology on all the rock chips and soil samples collected. This work has defined a large alteration footprint located in the immediate vicinity of the Marcelina claims, hosting an epithermal silica vein system with multiple mineralized trends. Within this area, new prospects have been recognized with the Estancia Trend and the Igloo Trend, both located in close proximity to an extensive Pellegrini Silica Cap, which is interpreted as representing the preserved fossil paleosurface of a low sulfidation system. Mirasol followed up with a total of 40 line-km of IP geophysics surveys completed over the three principal areas - the Estancia Trend (20.5 line-km), the Pellegrini silica cap (14.2 line-km) and the Igloo trend (5.35 line-km). Significant chargeability and resistivity anomalies were defined, indicating the possible presence of sulphides and silica bodies, which could represent zones of hydrothermal alteration and mineralization at shallow depths. Mirasol incorporated this geophysical data with the results from the surface exploration to define a series of large-scale drill targets supported by a prospective geological setting, widespread indications of Au and Ag mineralization, and near surface, coincident geophysical anomalies (news release April 15, 2021). A 2,814m drilling program completed in 2021, focused on three prioritized target areas, returned encouraging results. The Pellegrini Trend drilling defined a broad zone of Au and Ag mineralization overprinting a younger Pb and Zn rich base metal pulse, that is interpretated to represent the high- level expression in this epithermal system. Drilling on the Igloo and Estancia Trends also returned a number of anomalous Au and Ag intercepts and improved the understanding of the local geological settings, so assisting in vectoring towards higher-grade zones at depth and within a more permissive stratigraphic horizon in potential follow-up drill programs (news release August 9, 2021). At the Estancia Trend, six holes (1,011m) were completed. Three of these holes located in the southern part of the prospect (Estancia Sur) returned anomalous Au results. This drilling demonstrated that Estancia Sur is located in the lower part of the Matilda formation or upper part of the Chon Aike formation, neither of which are good, competent host rocks for productive fissure veins. Instead of concentrating mineralization, their physical characteristics allow for wider intersections of lower grade and dispersed mineralization as illustrated by the results from drill hole EST-DDH-003 (8.7m at 0.32 g/t Au). However, with focused deeper drilling, it is considered likely that stronger mineralization could be encountered in the more permissive rock type (mid to lower Chon Aike formation). At the Igloo Trend, limited initial drilling intercepted mineralization very similar to that of Estancia Sur, related to narrow veinlets, zones of pseudo-stockwork and fluidized channels hosting brecciation, with Au grades up to 0.57 g/t. This mineralization is associated with a pronounced and widespread “cloud” of pathfinder elements characterised by As, Sb, Hg and Ba. Such zones of anomalous pathfinder elements typically reside above productive systems in several low sulfidation Au-Ag 7 Newmont Corporation - 2/23/2023 Press Release 18 epithermal mines and deposits in Santa Cruz and provide a strong vector to depth for stronger mineralization. At the Pellegrini Trend, four diamond drill holes were completed within the main target area to test a structurally controlled IP resistivity anomaly, with an additional two scout holes competed outboard of the main target area that were collared to drill test two other major northwest-trending fault structures to the west and north, for a combined total of 1,431m. Holes PEL-DDH-001, PEL-DDH-002 and PEL-DDH-005 at the Pellegini main target area all encountered, within their upper levels, restricted zones of anomalous mineralization associated with hydrothermal brecciation. Hole PEL-DDH-005, which was drilled deeper below PEL-DDH-002, exhibits the best mineralized intersection to date. A wide zone of peripheral crackle brecciation starts at 170m vertically below surface and continues into an inner core of hydrothermal polymictic brecciation for a total intercepted width of brecciation >25 m. This inner zone returned an intersection of 20.4m at 0.24 g/t Au and 39 g/t Ag (58 g/t AgEq8) from 242.5m, including 10.5m at 0.28 g/t Au and 66 g/t Ag (87 g/t AgEq) from 249m. High Zn and Pb base metal results are also associated with this brecciated body with 0.82% Pb and 0.7% Zn over the broader 20.4m interval, including 1.3m with 3.19% Pb and 2.56% Zn. In late 2021 Mirasol drilled hole PEL-DDH-007 behind and under PEL-DDH-005 to test the depth and lateral extent of the breccia body previously intercepted. No significant Au or Ag mineralization was encountered apart from isolated values of 0.4 g/t Au and 140 g/t Ag from narrow veinlet zones. These veinlets are generally sub-parallel to the core axis and potentially have an antithetic structural configuration. However, broad Pb and Zn mineralization was intercepted returning:  33.9m at 1.3% Pb and 0.5% Zn from 298.6m (250 ppm Pb cut-off) o o including 15.85m at 2.1% Pb and 0.8% Zn from 285.15m (1,000 ppm Pb cut-off) Including a higher-grade section of 7.2m at 4.1% Pb and 1.4% Zn from 289m (1% Pb cut-off) Evaluation of the three holes drilled at Pellegrini in the breccia zone (PEL-DDH-002, 005 and 007) suggests that the mineralized zone may have a west-dipping orientation. A scissor drill hole oriented from west to east is recommended to better test the potential of the target. Furthermore, it appears that the three holes have not adequately tested the coincident chargeability/resistivity anomaly defined from the recent deep penetrating IP geophysics located to the west of holes PEL-DDH-005 and 007 and directly at depth below PEL-DDH-002. The mineralization also appears to decrease in intensity, most notably in Au/Ag, further to the east, outboard and distal to this remaining untested central target. Homenaje Gold-Silver Project, Santa Cruz On October 3, 2023, Mirasol announced that the option agreement on the Homenaje Gold-Silver Project in Argentina (“Homenaje”) with Patagonia Gold Corp. (“Patagonia”) had been terminated. Patagonia failed to complete the contractual minimum exploration obligations during the given term of the option agreement (news release dated April 19, 2021). Exploration activities remain suspended following the termination of the Option/Joint Venture Agreement with Patagonia Gold’s exit from. Mirasol has since re-established contact with the relevant provincial authorities and has presented the information previously requested to determine the potential areas of sensitivity surrounding the archaeological finds and outline the protective measures that must be taken prior to resuming exploration. 8 Silver equivalent (“AgEq”) is calculated using metal prices of US$ 1800/oz for Au and US$ 24/oz for Ag. Recoveries are assumed to be 100% as no metallurgical test data is available. The equation used is: AgEq g/t = Ag g/t + (Au g/t x 75) 19 Exploration Results Exploration to date has been limited to outcropping erosional windows, as more than 90% of the project area is covered by thin post-mineral rocks, including Tertiary plateau basalt and gravels. In these erosional windows, Middle to Upper Jurassic tuffs assigned to La Matilde Formation are exposed and host localized and commonly mineralized hydrothermal breccias, veinlets and stockworks of chalcedonic quartz. Analysis and interpretation of outcropping alteration and mineralization, together with the structural setting, magnetics and chargeability/resistivity gradient array responses over areas of cover and outcrop have defined four northwest trending prospective structural trends, with similar geologic characteristics to those of the adjacent to Pan American Silver’s COSE and Patagonia Gold’s Cap Oeste Au/Ag deposits. Initial rock chip sampling of mineralized structures that discontinuously outcrop in a northwest trending corridor, identified in an area of 1,500m x 800m with anomalous Au, Ag, As, Sb, Mo, Cu and Pb. Geochemically anomalous samples comprise altered tuff with thin chalcedony veinlets (news release December 30, 2020). Other Properties Mirasol holds several additional drill-ready and early-stage exploration properties prospective for Au, Ag and Cu mineralization in southern Argentina and northern Chile. The Company has also completed initial field programs to advance a number of early-stage porphyry prospects in the Argentinian Cordillera. In addition, Mirasol has signed confidentiality agreements, distributed data sets and conducted field reviews with selected companies with the objective of securing potential new partnerships for these properties. In September 2021, Mirasol introduced and reported initial exploration results from its 100% owned Osiris Copper project (“Osiris”) located within the fertile Miocene belt of Chile which hosts several high-profile advanced projects such as Altar, Los Azules, El Pachon and the Pelambres Mine. Osiris was staked by Mirasol and comprises approximately 8,000 ha of exploration claims. Mirasol’s detailed surface exploration, which included geological mapping, geochemical sampling and alteration analysis, has defined two drill-ready concealed porphyry Cu-Mo-(Au) targets (Filo Gordito and Northern Osiris). Mirasol has initiated a search for an exploration partner to advance and drill test Osiris (news release September 29, 2021). 20 HIGHLIGHTS FOR THE YEARS ENDED JUNE 30, 2023 AND 2022 FINANCIAL CONDITION The Company’s cash and cash equivalents was $8,123,682 and working capital $7,705,657 as of June 30, 2023. During the year ended June 30, 2023, the financial statements show a total operations expenditure of $9,685,442. The Company incurred total company-wide net cash expenditures of $8,645,818 and non-cash items such as share-based payments and depreciation totalled $1,023,642. For the year ended June 30, 2023, the total net cash expenditure was distributed between head office corporate spending of $1,593,070, inclusive of officer’s salaries, board fees, business development, corporate administration, investor relations and regulatory compliance; and a total net exploration expenditure of $7,052,748 (table 1). The annual level of spending by the Company is determined by its ability to secure financing through the sale of its securities, sales of assets and concluding exploration agreements with its industry partners. EXPLORATION FINANCIAL SUMMARY The Company’s total exploration costs include exploration, property retention costs, costs associated with preparing projects for joint venture, in-country operations and management, and local value added taxes (“VAT”). For the year ended June 30, 2023, Mirasol invested $5,659,837 on exploration in Chile and $1,392,911 in Argentina (table 1). The Company received $71,205 in cost recoveries during the year ended June 30, 2023, including claims fees, salaries of Mirasol employees seconded to the partner-funded programs and other operating costs that are covered by the partners under the terms of agreements. CORPORATE MATTERS On December 20, 2022, the Company announced the closing of the previously announced non- brokered private placement. The Company issued 5,076,667 common shares at a price of $0.60 per common share for aggregate gross proceeds of $3,046,000. On December 30, 2022, the Company also announced the grant of a total of 1,495,000 incentive stock options to directors, management, consultants, and contractors. The options are for a five-year term at an exercise price of $0.68 per option share and subject to certain vesting conditions. The Company also granted of 205,000 restricted share units (“RSUs”) to employees, officers and consultants of the Company subject to certain vesting requirements. Each vested RSU entitles the holder to receive one common share of the Company. On June 7, 2023, the Company announced the closing of the previously announced non-brokered private placement financing. The Company issued 5,909,600 Units at a price of $1.25 per Unit for aggregate gross proceeds of $7,387,000. Each Unit comprised of one common share and one-half non-transferable common share purchase warrant, with each whole warrant entitling the holder to purchase one additional common share at a price of $1.70 for a period of twelve months from closing of the Offering. 21 RESULTS OF OPERATIONS FOR THE YEARS ENDED JUNE 30, 2023 AND 2022 The Company’s net loss for the year ended June 30, 2023 (“2023”) was $9,796,827 or $0.17 per share compared to a net loss of $5,081,013 or $0.09 per share for the year ended June 30, 2022 (“2022”), an increase of $4,715,814. The increase in net loss during 2023 is due to a combination of an increase in exploration expenditures, administration costs, overhead costs related to the exploration activities, interest income, share-base payments, and a decrease in investment loss and foreign exchange gain. The Company’s total loss before other items was $9,669,460 and $5,089,895 for the years ended June 30, 2023 and 2022, respectively. The Company recorded interest income of $628,872 from its investments during the year ended June 30, 2023, compared to $523,497 during the same period in 2022. The Company also recorded an unrealized loss on its marketable securities of $570,787 compared to $739,691 during the same period in 2022. The Company recorded a gain of $287,250 on foreign exchange from conversion of funds during the year ended June 30, 2023, compared to $249,022 during the year ended June 30, 2022. A provision for doubtful account for $495,369 has been recorded during the year ended June 30, 2023 (2022 - $Nil) resulting from the termination of the Virginia project Join Venture agreement. Share-based payments increased to $954,593 in 2023 from $578,477 in 2022. Depreciation expense decreased to $69,049 in 2023 from $96,752 in 2022. Both are non-cash items. Net exploration expenditures increased to $7,068,730 in 2023 from $3,738,706 in 2022; option income and management fees were $Nil and $15,982 in 2023 compared to $343,397 and $153,300 respectively, in 2022 (table 1). Other notable variances include an increase in business development, marketing and investor relations expenses to $374,796 in 2023 from $233,053 in 2022; an increase of management and directors’ fees to $655,021 in 2023 as compared to $537,047 in 2022; an increase in office administration, filing fees, and travel expenses to $369,410 in 2023 compared to $253,311 in 2022; and an increase in professional fees to $193,843 in 2023 compared to $149,246 in 2022 from various consultants. Please refer to the Company’s audited consolidated financial statements for a breakdown of the Company’s general and administration expenses for the years ended June 30, 2023 and 2022. 22 The following table provides changes in exploration expenditures and cost recoveries for the years ended June 30, 2023, and 2022: Table 1: Summary of exploration expenditures for the years ended June 30, 2023 and 2022. Table 1 - Exploration summary Twelve months Jun 30, Exploration costs Exploration costs recovery Corporate operation costs Total exploration costs Option income Management fees Net Exploration expenses Total Chile Total Argentina Total Mirasol 2023 4,514,738 (75,199) 1,220,298 5,659,837 - - 5,659,837 (2) 2022 1,979,167 (560,681) 806,008 2,224,494 (343,397) - 1,881,097 (1) 2023 652,020 (158,483) 915,356 1,408,893 - (15,982) 1,392,911 2022 3,086,516 (2,596,126) 1,023,822 1,514,212 - (153,300) 1,360,912 2023 5,166,758 (233,682) 2,135,654 7,068,730 - (15,982) 7,052,748 2022 5,065,683 (3,156,807) 1,829,830 3,738,706 (343,397) (153,300) 3,242,009 (1) During the year ended June 30, 2023, the Company received $nil (2022 - USD$1,433,869) from Silver Sands Resources Corp. (“SS”) as part of the option agreement. Funds were received in Canada and transferred to the Company’s subsidiary in Argentina. Once the funds were received in Argentina, the Company used a mechanism whereby the US funds are used to buy and then sell government bonds denominated in pesos. The buy and sell of the bond create an implied exchange rate, which diverges significantly above Argentina’s official fixed exchange rate. Accordingly, a recovery of $158,483 has been recorded under Virginia project in Argentina in 2023 (2022 - $2,596,126), (note #1 in the breakdown by projects for Argentina’s exploration and evaluation expenses table). (2) On February 15, 2023, Silver Sands issued a notice of termination of the option agreement, effective March 17, 2023. On February 21, 2023, Mirasol announced the termination of the option agreement with SS to purchase for the Virginia Silver Deposit. As at June 30, 2023 Silver Sands is indebted to the Company in the amount of $495,369 for which the Company is pursuing collection. As the amount is disputed for financial reporting purposes a provision has been made for the full balance owing. FOURTH QUARTER ANALYSIS The Company’s net loss for the three months ended June 30, 2023 (“2023”) was $3,798,068 or $0.06 per share compared to a net loss of $1,435,174 or $0.03 per share for the three months ended June 30, 2022 (“2022”), an increase of $2,362,894. The increase in net loss during 2023 is due to a combination of an increase in exploration expenditures, administration costs, overhead costs related to the exploration activities, and share- based payments, interest income, and a decrease in investment loss, and foreign exchange gain. The Company’s total loss before other items was $3,574,159 and $1,343,887 for the three months ended June 30, 2023 and 2022, respectively. The Company recorded interest income of $204,394 from its investments during the three months ended June 30, 2023, compared to $81,583 during the same period in 2022. The Company also recorded an unrealized loss on its marketable securities of $51,890 compared to $281,157 during the same period in 2022. 23 The Company recorded a gain of $96,970 on foreign exchange from conversion of funds during the period ended June 30, 2023, compared to a gain of $94,723 during the period ended June 30, 2022. A provision for doubtful account for $495,369 has been recorded during the three months ended June 30, 2023 (2022 - $Nil) resulting from the termination of the Virginia project Join Venture agreement. Share-based payments increased to $154,491 in 2023 from $123,771 in 2022. Depreciation expense decreased to $17,782 in 2023 from $19,195 in 2022. Both are non-cash items. Net exploration expenditures increased to $2,986,902 in 2023 from $927,083 in 2022; option income and management fees income were $Nil and $15,982 in 2023 compared to $Nil and $50,382 respectively, in 2022 (table 2). Other notable variances include an increase in business development, marketing and investor relations expenses to $125,272 in 2023 from $84,718 in 2022; a decrease of management and directors’ fees to $116,957 in 2023 as compared to $129,600 in 2022; an increase in office administration, filing fees, and travel expenses to $120,295 in 2023 compared to $76,649 in 2022; and an increase in professional fees to $68,442 in 2023 compared to $33,253 in 2022 from various consultants. The following table provides changes in exploration expenditures and cost recoveries for the three months ended June 30, 2023, and 2022: Table 2: Summary of exploration expenditures for the three months ended June 30, 2023 and 2022. Table 2 - Exploration summary Three months Jun 30, Exploration costs Exploration costs recovery Corporate operation costs Total exploration costs Option income Management fees Net Exploration expenses Total Chile Total Argentina Total Mirasol 2023 2,238,117 (3,994) 441,498 2,675,621 - - 2,675,621 2022 308,290 (93,229) 297,780 512,841 - - 512,841 2023 188,084 (158,483) 281,680 311,281 - (15,982) 295,299 2022 852,645 (781,148) 342,745 414,242 - (50,382) 363,860 2023 2,426,201 (162,477) 723,178 2,986,902 - (15,982) 2,970,920 2022 1,160,935 (874,377) 640,525 927,083 - (50,382) 876,701 A breakdown by country and group of projects of the Company’s exploration and evaluation expenses for the twelve and three months ended June 30, 2023, and 2022: 24  CHILE Altazor Camp and general Contractors and consultants Exploration costs recovered Environmental Mining rights and fees Resource Studies Travel & accommodation Gorbea Package Camp and general Contractors and consultants Exploration costs recovered Mining rights and fees Travel & accommodation Coronation Camp and general Contractors and consultants Option income Mining rights and fees Travel & accommodation Rubi Assays and sampling Camp and general Contractors and consultants Exploration costs recovered Drilling Environmental Geophysics Mining rights and fees Travel & accommodation Nord Assays and sampling Contractors and consultants Exploration costs recovered Mining rights and fees Option income For the Twelve Months Ended Jun 30, 2023 2022 For the Three Months Ended Jun 30, 2023 2022 4,441 15,268 - 32,216 188,679 27,126 2,605 270,335 4,023 43,796 (75,199) 160,988 98 133,706 - 5,139 - 26,638 - 31,777 - - 10,492 - - - 225,700 85,548 5,109 326,849 94 18,490 - 22,209 - 40,793 11,162 54,318 (91,532) 4,088 83,586 - 10,656 72,278 - 20,635 (221,626) 296,477 - 95,486 2,411 12,333 (93,615) 31,989 1,801 (45,081) 20,546 18,434 168,187 (181,530) 115,080 8,332 - 69,409 17,936 236,394 - 5,571 (65,993) 50,556 (249,782) (259,648) 4,400 9,733 - 32,216 99,890 27,126 2,272 175,637 4,023 14,524 (3,994) 149,543 - 164,096 - 1,837 - 4,195 - 6,032 - - 2,709 - - - 225,700 84,169 5,109 317,687 94 1,196 - 20,815 - 22,105 - 2,893 - - 63,041 - - 65,934 - 3,755 (221,626) 8,945 - (208,926) 1,027 4,588 - 4,465 482 10,562 - - 957 194,390 - - - - 47 195,394 - 2,076 (65,993) 4,168 - (59,749) Total - Properties joint ventured to other companies 803,460 99,429 685,557 3,215 Chile Pipeline Projects Assays and sampling Camp and general Contractors and consultants Drilling support Geophysics Mining rights and fees Professional fees Travel & accommodation 23,187 62,605 252,112 9,046 290,475 101,066 1,400 18,680 758,571 7,348 51 23,266 (1,444) - 26,779 - 2,301 58,301 25 - 4 5,367 - - 18,080 - - 23,451 15,905 4,598 45,418 9,046 - 19,845 1,400 2,304 98,516 CHILE (Cont'd…) Zobek Assays and sampling Camp and general Contractors and consultants Drilling Drilling support Geophysics Mining rights and fees Resource Studies Travel & accommodation Zeus Contractors and consultants Mining rights and fees For the Twelve Months Ended Jun 30, 2023 2022 For the Three Months Ended Jun 30, 2023 2022 89,467 230,067 358,457 800,699 273,818 410,571 56,122 488,043 82,874 2,790,118 242 38,040 38,282 - - - - - - - - - - 315 3,504 3,819 58,304 70,703 101,713 669,443 144,675 74,815 38,166 - 28,900 1,186,719 - 12,250 12,250 - - - - - - - - - - (2,800) 3,504 704 Total - 100% owned properties 2,886,701 762,390 1,222,420 99,220 Inca Assays and sampling Camp and general Contractors and consultants Drilling preparation Geophysics Mining rights and fees Resource studies Travel & accommodation 54,701 40,223 186,378 - 295,815 98,934 51,465 21,636 749,152 2,454 20,789 31,442 1,290 102,857 51,248 - - 210,080 30,880 25,671 54,622 - 190,162 13,795 - 10,790 325,920 - 12,494 3,125 1,290 77,794 16,085 - - 110,788 Total - Earn-in joint venture on third party projects 749,152 210,080 325,920 110,788 Project Generation Corporate Operation & Management - Chile 226 1,220,298 3,190 806,008 226 441,498 1,837 297,781 Total Chile 5,659,837 1,881,097 2,675,621 512,841 ARGENTINA Virginia - Joint Venture Assays and sampling Camp and general Contractors and consultants Drilling Drilling preparation Exploration costs recovered (1) Geophysics Mining rights and fees Travel & accommodation 46,183 72,487 154,523 - 42,223 (158,483) 738 39,712 4,859 202,242 215,017 770,519 527,057 926,674 11,524 (2,596,126) 770 48,520 39,400 (56,645) 42,661 20,705 59,067 - 13,209 (158,483) - 8,453 2,242 (12,146) 71,008 233,916 141,200 312,442 500 (781,147) - 16,572 9,723 4,214 Total - Properties joint ventured to other companies 202,242 (56,645) (12,146) 4,214 26 ARGENTINA (Cont'd…) Argentina Pipeline Projects Assays and sampling Camp and general Contractors and consultants Environmental Mining rights and fees Claudia Assays and sampling Camp and general Contractors and consultants Environmental Mining rights and fees Travel & accommodation La Curva Assays and sampling Camp and general Contractors and consultants Environmental Mining rights and fees Travel & accommodation Sasha Contractors and consultants Mining rights and fees For the Twelve Months Ended Jun 30, 2023 2022 For the Three Months Ended Jun 30, 2023 2022 - 4,334 40,860 1,071 19,666 65,931 565 674 6,496 - 137,064 2,721 147,520 471 60 5,931 4,709 32,847 - 44,018 8,278 14,888 23,166 5,725 93,333 43,576 2,103 12,209 156,946 - - 8,868 13,388 119,496 - 141,752 - 8,270 15,396 6,619 22,247 1,376 53,908 709 8,969 9,678 - - 1,477 - 2,616 4,093 565 674 2,462 - 16,501 2,721 22,923 471 - 156 - 8,015 - 8,642 156 3,497 3,653 2,700 178 5,483 - 5,216 13,577 - - 3,815 - 34,534 - 38,349 - 1,303 664 - 5,287 - 7,254 - 2,226 2,226 Total - 100% owned properties 280,635 362,284 39,311 61,406 Marcelina - Joint Venture Assays and sampling Camp and general Contractors and consultants Drilling Environmental Mining rights and fees Travel & accommodation 932 - 6,072 - - 3,656 - 10,660 30,414 13,739 62,892 63,341 4,580 8,842 943 184,751 Total - Earn-in joint venture on third party projects 10,660 184,751 932 - 265 - - 1,239 - 2,436 2,436 - - 4,504 - - 1,373 - 5,877 5,877 Management Fee Income (15,982) (153,300) (15,982) (50,382) Corporate Operation & Management - Argentina 915,356 1,023,822 281,680 342,745 Total Argentina 1,392,911 1,360,912 295,299 363,860 Total Exploration and Evaluation Costs 7,052,748 3,242,009 2,970,920 876,701 27 SELECTED ANNUAL INFORMATION Sales Loss for the year Loss per share – basic and diluted Total assets Total long-term liabilities 2023 $ - (9,796,827) (0.17) 10,191,452 (53,115) 2022 $ - (5,081,013) (0.09) 8,474,274 (115,048) 2021 $ - (5,962,584) (0.11) 13,475,668 (163,642) Dividends declared - - - SUMMARY OF QUARTERLY RESULTS The following table sets out selected unaudited quarterly financial information of the Company and is derived from unaudited quarterly consolidated financial statements prepared by management in accordance with IAS 34 and accounting policies consistent with IFRS. Income (Loss) from Continued Operations $ (3,798,068) (2,242,486) (2,680,276) (1,075,997) (1,435,174) (1,856,893) (955,790) (833,156) Basic Income (Loss) per Share from Continued Operations $ (0.06) (0.04) (0.05) (0.02) (0.03) (0.03) (0.02) (0.02) Diluted Income (Loss) per Share from Continued Operations $ (0.06) (0.04) (0.05) (0.02) (0.03) (0.03) (0.02) (0.02) Revenues $ Nil Nil Nil Nil Nil Nil Nil Nil Period 4th Quarter 2023 3rd Quarter 2023 2nd Quarter 2023 1st Quarter 2023 4th Quarter 2022 3rd Quarter 2022 2nd Quarter 2022 1st Quarter 2022 The Company’s quarterly results will vary depending on exploration and business development activities. The Company also grants incentive stock options to its directors, management, employees and consultants, which cause a variation in the Company’s results. The movement in the value of the US dollar relative to the Canadian dollar can also have an impact on the Company’s results from one period to the next as the Company holds its working capital primarily in US dollars. INVESTING ACTIVITIES The Company continued to invest Canadian and US dollars in interest-bearing financial instruments maturing up to one year. The total amount invested in the year ended June 30, 2023 was $7,046,000 compared to $4,543,650 in the same period in 2022. Excluding the interest income from the bond premium in Argentina, the Company received interest income of $88,031 during the year ended June 30, 2023, compared to $10,959 for the year ended June 30, 2022. 28 CAPITAL RESOURCES AND LIQUIDITY In order to finance the Company’s exploration programs and to cover administrative and overhead expenses, the Company primarily raises money through equity sales and from the exercise of convertible securities (share purchase options and warrants). 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. The Company has no operations that generate cash flow and its long-term financial success is dependent on management’s ability to discover economically viable mineral deposits. The Company applies the project generator model where it seeks and presents partners with an option to joint venture the Company’s projects, in order to have those partners fund the exploration to earn an interest. In some agreements, the Company receives cash option payments or common stock of the joint venture partner, as a portion of the partner’s cost to earn an interest. If any of its exploration programs are successful and the partners complete their earn-ins, the Company would have to provide its share of ongoing exploration and development costs in order to maintain its interests; and, if not, reduce its equity interest through a monetization transaction or dilution of its ownership interest or conversion to a royalty interest. The Company does not anticipate mining revenues from sale of mineral production in the foreseeable future. With working capital of approximately $7.7 million on June 30, 2023, the Company has sufficient funds to conduct its administrative, business development, and discretionary exploration activities over the next twelve months. Actual funding requirements may vary from those planned due to several factors, including the Company’s joint venture partners encountering difficulty in financing exploration programs on optioned properties. The Company further believes it has the ability to raise equity capital to meet its foreseeable longer-term working capital needs but recognizes that the ability to raise capital in the future involves risks beyond its control. OFF-BALANCE SHEET ARRANGEMENTS The Company has no significant off-balance sheet arrangements. PROPOSED TRANSACTIONS The Company has no proposed transactions. TRANSACTIONS WITH RELATED PARTIES Details of the transactions between the Company’s related parties are disclosed below. a) Compensation of key management personnel Key management personnel include persons having the authority and responsibility for planning, directing, and controlling the activities of the Company as a whole. 29 The remuneration of management and independent directors was as follows: Management compensation (i) Share-based payments (ii) Director’s fees (iii) Year Ended June 30, 2023 765,104 639,429 100,800 1,505,333 $ $ 2022 525,580 392,329 95,550 1,013,459 $ $ i. Management compensation is included in management fees (2023 - $641,651; 2022 - $384,443) and in exploration expenditures (2023 – $123,453; 2022 - $141,137) in the Company’s consolidated statements of loss and comprehensive loss. ii. Share-based payments are included in the share-based payments expense in the Company’s consolidated statements of loss for the years ended June 30, 2023, and 2022. iii. The independent directors of the Company are paid $2,100 per month (2022 - $2,100 per month). b) Transactions with other related parties Certain of the Company’s officers and directors render services to the Company as sole proprietors or through companies in which they are an officer, director, or partner. The following companies are related parties through association of the Company’s directors and officers: Max Pinsky Personal Law Corporation Chase Management Ltd., a Company owned by Nick DeMare Manning Lee Management Ltd., a Company owned by Mathew Lee Nature of transactions Legal fees Professional fees CFO services The Company incurred the following fees and expenses with related parties as follows: Legal fees (i) CFO services (ii) Years Ended June 30, 2023 42,561 - 42,561 $ $ 2022 80,986 15,000 95,986 $ $ i. Legal fees are included in professional fees (2023 - $29,048; 2022 - $39,286) and in business development (2023 – $13,513; 2022 - $41,700) in the Company’s consolidated statements of loss and comprehensive loss. ii. CFO services are included in management fees in the Company’s consolidated statements of loss for the years ended June 30, 2023, and 2022. Included in accounts payable and accrued liabilities at June 30, 2023, is an amount of $53,958 (2022 - $46,819) owing to directors and officers of the Company and to companies where the directors and officers are principals. 30 SIGNIFICANT ACCOUNTING POLICIES The details of the Company’s accounting policies are presented in Note 3 of the Company’s audited consolidated financial statements for the year ended June 30, 2023. The following policies are considered by management to be essential to the understanding of the processes and reasoning that go into the preparation of the Company’s financial statements and the uncertainties that could have a bearing on its financial results. RECENT ACCOUNTING ADOPTION New accounting standards issued but not yet in effect Classification of liabilities as current or non-current (Amendments to IAS 1) The IASB has published Classification of Liabilities as Current or Non-Current (Amendments to IAS 1) which clarified the guidance on whether a liability should be classified as either current or non- current. The amendments: (i) Clarify that the classification of liabilities as current or non-current should only be based on rights that are in place “at the end of the reporting period”; (ii) Clarify that classification is unaffected by expectations about whether an entity will exercise its right to defer settlement of a liability; and (iii) Make clear that settlement includes transfers to the counterparty of cash, equity instruments, other assets or services that result in extinguishment of the liability. This amendment is effective for annual periods beginning on or after January 1, 2023. Earlier application is permitted. The Company does not anticipate the adoption of this standard will have a material impact on the consolidated financial statements. Definition of Accounting Estimates (Amendments to IAS 8) The IASB proposed clarifying the definitions of "accounting policies" and "accounting estimates" in (Amendments to IAS 8), by making those two definitions more distinct and concise. The IASB also proposed clarifying, through additional guidance and examples, how accounting policies and accounting estimates relate to each other and how companies decide whether a change in valuation technique or a change in estimation technique is a change in an accounting estimate. This amendment is effective for annual periods beginning on or after January 1, 2023. Earlier application is permitted. The Company does not anticipate the adoption of this standard will have a material impact on the consolidated financial statements. Insurance contracts IFRS 17 IFRS 17 requires insurance liabilities to be measured at a current fulfillment value and provides a more uniform measurement and presentation approach for all insurance contracts. These requirements are designed to achieve the goal of a consistent, principle-based accounting for insurance contracts. IFRS 17 supersedes IFRS 4 and applies to annual reporting periods beginning on or after 1 January 2023. The Company does not anticipate the adoption of this standard will have a material impact on the consolidated financial statements. 31 SIGNIFICANT ACCOUNTING ESTIMATES AND JUDGEMENTS The preparation of financial statements requires management to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, profit and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and further periods if the review affects both current and future periods. FINANCIAL INSTRUMENTS The Company’s financial instruments as at June 30, 2023, consist of cash and cash equivalents, receivables and advances, marketable securities, accounts payable and accrued liabilities and advances from joint venture partners. The fair value of all these instruments approximates their carrying value. There are no off-balance sheet financial instruments. The Company’s financial instruments are exposed to certain financial risks. The risk exposures and the impact on the Company's financial instruments are summarized below. The Company is exposed to the financial risk related to the fluctuation of foreign exchange rates. The Company operates in Canada, Argentina and Chile and a portion of its expenses are incurred in United States dollars, and in Argentine and Chilean Pesos. A significant change in the currency exchange rates of the US dollar relative to the Canadian dollar and the Argentine and Chilean Peso to the Canadian dollar could have an effect on the Company’s results of operations, financial position or cash flows. The Company has not hedged its exposure to currency fluctuations. The Company appointed a special treasury committee comprising of three board members to consider management’s recommendations to mitigate the exposure to foreign currency risk. The committee and management maintain a ratio of 80:20 for US$:CAD$ of the treasury whenever practical. MANAGEMENT OF CAPITAL RISK The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern, to pursue the development of its exploration and evaluation assets and to maintain a flexible capital structure which optimizes the costs of capital at an acceptable risk. In the management of capital, the Company includes the components of equity. The Company manages the capital structure and adjusts it considering changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust the capital structure, the Company may attempt to issue new shares, acquire, or dispose of assets, enter into joint ventures or obtain debt financing. To facilitate the management of its capital requirements, the Company prepares annual and quarterly expenditure budgets that are updated as necessary depending on various factors, including successful capital deployment and general industry conditions. 32 To maximize ongoing development efforts, the Company does not pay dividends. The Company’s investment policy is to invest its cash in highly liquid short-term interest-bearing investments with maturities of twelve months or less from the original date of acquisition, selected with regards to the expected timing of expenditures from continuing operations. The Company does not invest in commercial paper. The Company is not subject to externally imposed capital requirements. ADDITIONAL DISCLOSURE FOR VENTURE ISSUERS WITHOUT SIGNIFICANT REVENUE Additional disclosure concerning the Company’s operating expenses is provided above, and in the Company’s consolidated statements of loss and comprehensive loss of the audited consolidated financial statements for the year ended June 30, 2023 that is available on the Company’s website at www.mirasolresources.com or on its SEDAR company page accessed through www.sedar.com. OUTSTANDING SHARE DATA As of the date of this MD&A, the Company had 65,650,060 issued and outstanding common shares. In addition, the Company has 4,446,250 options outstanding that expire through December 30, 2027. At the date of this MD&A, 205,000 RSU’s were outstanding. Details of issued share capital are included in Note 14 of the Company’s audited consolidated financial statements for the year ended June 30, 2023. APPROVAL The Audit Committee of the Company has approved the disclosure contained in this MD&A. ADDITIONAL INFORMATION Additional information relating to the Company is available on SEDAR at www.sedar.com and on the Company’s website at www.mirasolresources.com. 33 

Continue reading text version or see original annual report in PDF format above