December 31, 2024 – Annual Report (Financials)

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

206-5250 Solar Drive, Mississauga, ON, L4W 0G4 Phone: (647) 793-8100 | Fax: (905) 497-1190

Web: https://www.hdcpa.ca

To the Shareholders of DFR Gold Inc.

Opinion

We have audited the consolidated financial statements of DFR Gold Inc. and its subsidiaries (the "Group" or the "Company"), which comprise the consolidated statement of financial position as at December 31, 2024, and the consolidated statements of loss and comprehensive loss, changes in shareholders' equity (deficiency) and cash flows for the year then ended, and notes to the consolidated financial statements, including material accounting policy information.

In our opinion, these consolidated financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2024, and its financial performance and its cash flows for the year then ended in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board ("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.

Material Uncertainty Related to Going Concern

We draw attention to Note 2 to the consolidated financial statements which describes the material uncertainty that may cast significant doubt on the Group's ability to continue as a going concern. Our opinion is not modified in respect of this matter.

Other Matter - Comparative Information

The consolidated financial statements of DFR Gold Inc. for the year ended December 31, 2023 were audited by another auditor who expressed an unmodified audit opinion on those statements on April 29, 2024.

We were not engaged to audit, review or apply any procedures to the consolidated financial statements as at and for the year ended December 31, 2023. Accordingly, we do not express an opinion or any other form of assurance on those consolidated financial statements taken as a whole.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements for the year ended December 31, 2024. 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.

Except for the matter described in the Material Uncertainty Related to Going Concern, we have determined that there are no other key audit matters to communicate in our auditors' report.

Other Information

Management is responsible for the other information. The other information comprises:

• The information included in the Management's Discussion and Analysis of Financial Conditions

  and Results of Operations for the year ended December 31, 2024.

  Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

  In connection with our audit of the consolidated financial statements, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

  We obtained the Management's Discussion and Analysis of Financial Conditions and Results of Operations for the year ended December 31, 2024 prior to the date of this auditor's report. If, based on the work we have performed on this other information, we conclude that there is a material misstatement of this other information, we are required to report that fact in this auditor's report. 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 these 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 Group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.

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

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

  Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Canadian generally accepted auditing standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

  As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.

  The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group's internal control.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of management's use of the going concern basis of accounting and, base on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Group to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial

• statements. We are responsible for the direction, supervision and performance of the 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 for the year ended December 31, 2024, 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 Harpreet Dhawan.

"Harpreet Dhawan" (Signed)

HDCPA Professional Corporation

Mississauga, ON Chartered Professional Accountants,

April 30, 2025 Authorized to practice public accounting by CPA Ontario

Nature of operations and going concern (Note 2) Events after the reporting period (Note 25)

"Brian Kiernan" "Bertrand Boulle"

The above consolidated statements of financial position should be read in conjunction with the accompanying notes.

The above consolidated statements of loss and comprehensive loss should be read in conjunction with the accompanying notes.

The above consolidated statements of changes in equity (deficiency) should be read in conjunction with the accompanying notes.

6

The above consolidated statements of cash flows should be read in conjunction with the accompanying notes.

1. CORPORATE INFORMATION

   DFR Gold Inc.'s ("DFR" or the "Company") business activity is the exploration and evaluation of mineral properties and mine development in West Africa and Madagascar. The Company was incorporated under the Canada Business Corporations Act on May 28, 2000. The Company is listed on the TSX Venture Exchange ("TSX-V"), having the symbol DFR, as a Tier 2 mining issuer and is in the process of exploring its mineral properties.

   The issued and outstanding number of shares at the end of the reporting period were 203,139,700 common shares.

   The address of the Company's registered office is Suite 2900, 550 Burrard Street, Vancouver, British Columbia V6C 0A3, Canada.

2. NATURE OF OPERATIONS AND GOING CONCERN

   These consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and settlement of liabilities in the normal course of business as they become due.

   To date, the Company has financed its activities through the issuance of equity securities and debt financing, primarily from significant shareholders of the Company. The Company expects to use similar financing techniques in the future and is pursuing such additional sources of financing as estimated to be required to sufficiently support its operations until such time that its operations become self-sustaining. Although the Company has been successful in raising funds to date, there can be no assurance that adequate or sufficient funding will be available in the future.

   At December 31, 2024, the Company had an accumulated deficit of $83,447,953 (December 31, 2023: $81,579,809) and incurred a net loss of $2,168,771 for the year ended December 31, 2024 (December 31, 2023: $4,214,394). These factors give rise to material uncertainties that raise substantial doubt about the Company's ability to continue as a going concern.

3. STATEMENT OF COMPLIANCE

   The consolidated financial statements of DFR for the year ended December 31, 2024 have been prepared in accordance with IFRS Accounting Standards (''IFRS'') and interpretations issued by the IFRS Interpretations Committee (''IFRIC'') applicable to companies reporting under IFRS. The consolidated financial statements comply with IFRS as issued by the International Accounting Standards Board (''IASB'').

   The consolidated financial statements were authorized for issue by the Board of directors on April 30, 2025.

4. BASIS OF MEASUREMENT

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

   1. financial instruments classified as fair value through profit or loss have been measured at fair value; and

   2. other relevant financial assets and financial liabilities have been stated at amortised cost.

In addition, these consolidated financial statements have been prepared using the accrual basis of accounting except for cash flow information.

1. BASIS OF MEASUREMENT (CONTINUED)

   The consolidated financial statements are presented in United States dollars ("$"). The parent company's functional currency is the $ while the functional currency of the subsidiaries is the same as the respective local currencies of the countries in which they are based.

   The preparation of financial statements in compliance with IFRS requires management to make certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's material accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed in Note 6.

2. SUMMARY OF MATERIAL ACCOUNTING POLICIES

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

   1. Property, plant and equipment

      Property, plant and equipment, except for freehold land and buildings and site improvements, are stated at cost less accumulated depreciation and/or accumulated impairment losses, if any.

      The annual rates of depreciation are as follows:

      Items	Rates
      Fixtures and fittings	15%-33%
      Exploration equipment	15%

      The Company depreciates property, plant and equipment on a straight line basis.

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

   2. Basis of consolidation

Subsidiaries

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

1. Basis of consolidation (continued)

   Transactions eliminated on consolidation

   Inter-company balances, transactions, and any unrealized income and expenses arising from intercompany transactions, are eliminated in preparing the consolidated financial statements.

   The consolidated financial statements include the accounts of the Parent and its subsidiaries, as shown below:

   Name	Country of Incorporation	Class of Shares	Ownership Interest
   Kimberley Overseas Ltd.	Cayman Islands	Common	100%
   Action Mining Ltd.	Mauritius	Common	100%
   Compagnie Générale des Mines de Madagascar	Madagascar	Common	100%
   Moydow Holdings Limited	British Virgin Islands	Common	80%
   Moydow BF Ltd.	British Virgin Islands	Common	80%
   Moydow Burkina Faso SARL	Burkina Faso	Common	80%
   Gurara Holdings Limited1	British Virgin Islands	Common	51%
   Dagma Mining Limited1	Republic of Nigeria	Common	51%
   Dext Mining Limited1	Republic of Nigeria	Common	51%
   Paimasa Mining Limited1	Republic of Nigeria	Common	51%

   1On May 7, 2024, DFR announced a Reorganisation Agreement with Panthera Resources Plc, with an effective date of January 1, 2024, pursuant to which it disposed of its interest in Maniger Limited and Panthera Mali Resources SARL, and increased its interest in Gurara Holdings Limited, Dagma Mining Limited, Dext Mining Limited and Paimasa Mining Limited to 51%.

2. Investments in associated companies

An associate is an entity over which the Group has significant influence but not control, or joint control, generally accompanying a shareholding between 20% and 50% of the voting rights. Investments in associates are accounted for using the equity method. Investments in associates are initially recognised at cost as adjusted by post-acquisition changes in the Group's share of the net assets of the associate.

Subsequent to initial recognition, the economic interest financial statements include the Group's share of the profit or loss and other comprehensive income (''OCI'') of the equity-accounted investee, until the date on which significant influence or joint control ceases. If the ownership interest in an associate is reduced but significant influence is retained, only a proportionate share of the gain or loss previously recognised in other comprehensive income is reclassified to profit or loss relative to that reduction in ownership interest.

Any excess of the cost of acquisition and the Group's share of the net fair value of the associate's identifiable assets and liabilities recognised at the date of acquisition is recognised as goodwill, which is included in the carrying amount of the investment. Any excess of the Group's share of the net fair value of identifiable assets and liabilities over the cost of acquisition, after assessment, is included as income in the determination of the Group's share of the associate's profit or loss.

1. Investments in associated companies (continued)

   When the Group's share of losses exceeds its interest in an associate, the Group discontinues recognising further losses, unless it has incurred legal or constructive obligation or made payments on behalf of the associate. Unrealised profits and losses are eliminated to the extent of the Group's interest in the associate. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

2. Discontinued operations and disposal group held for sale

   Discontinued operations and disposal group held for sale is a component of the Group's business, the operations and cashflows of which can be clearly distinguished from the rest of the Group and which:

   • represents a separate major line of business or geographical area of operation; or

   • is part of a single coordinated plan to dispose of a separate major line of business or geographical area of operation; or

   • is a subsidiary acquired exclusively with a view to resale.

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

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

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

3. Foreign currencies

Transactions and balances

Monetary assets and liabilities denominated in foreign currencies are translated into the functional currency of the entity at the exchange rate in effect at the statement of financial position date and non-monetary assets and liabilities at the exchange rates in effect at the time of the transactions. Revenues and expenses denominated in foreign currencies are translated at rates approximating the exchange rates in effect at the time of the transactions.

Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognized in the consolidated statement of loss and comprehensive loss.

1. Foreign currencies (continued)

   Subsidiaries

   The results and financial position of all the subsidiaries (none of which has the currency of a hyperinflationary economy) that have a functional currency different from the functional currency of the parent are translated into United States dollars as follows:

   1. assets and liabilities for each statement of financial position presented are translated at the closing rate at the date of that statement of financial position;

   2. income and expenses for each statement of profit or loss and other comprehensive income are translated at exchange rates approximating the exchange rates in effect at the time of the transactions; and

   3. all resulting exchange differences are recognized within other comprehensive income (loss).

      When a foreign operation is partially disposed of or sold, exchange differences that were recorded in equity are recognized in the statement of profit or loss and other comprehensive income (loss) as part of the gain or loss on sale.

2. Cash and cash equivalents

   Cash and cash equivalents include cash in hand, deposits held at call with financial institutions and other short-term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and subject to an insignificant risk of change in value.

3. Financial instruments

   Financial Assets

   The Company will classify financial assets at amortized cost, fair value through other comprehensive income or fair value through profit or loss, based on its business model for managing the financial assets and the financial assets' contractual cash flow characteristics. The three categories are defined as follows:

   1. Amortized cost

      A financial asset is measured at amortized cost if both of the following conditions are met:

      • the asset is held within a business model whose objective is to hold assets in order to collect contractual cash flows; and

      • the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

   2. Fair value through other comprehensive income

      Financial assets are classified and measured at fair value through other comprehensive income if they are held in a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets.

      5. SUMMARY OF MATERIAL ACCOUNTING POLICIES (CONTINUED)

      1. Financial instruments (continued)

         Financial Assets (continued)

   3. Fair value through profit or loss

Any financial assets that are not held in one of the two business models mentioned above are measured at fair value through profit or loss.

When, and only when, the Company changes its business model for managing financial assets it must reclassify all affected financial assets. The Company's financial assets comprised other receivables and cash and cash equivalents which are all measured at amortized cost.

Impairment of Financial Assets

The Company assesses on a forward-looking basis the expected credit losses associated with its debt instruments carried at amortized cost and fair value through other comprehensive income. The impairment methodology applied depends on whether there has been a significant increase in credit risk. For receivables, the Company applies the simplified approach permitted by IFRS 9, which requires expected lifetime losses to be recognized from initial recognition of the receivables.

Financial Liabilities

Financial liabilities are recognised initially on the trade date at which the Company becomes a party to the contractual provisions of the instrument. The Company derecognises a financial liability when its contractual obligations are discharged, cancelled or expired. The Company has the following financial liabilities: accounts payable, accrued liabilities, borrowings and deferred consideration payable. Accounts payable, accrued liabilities, borrowings and deferred consideration are recognised initially at fair value less any directly attributable transaction costs. Subsequent to initial recognition, these financial liabilities are measured at amortised cost using the effective interest rate method.

This ensures that any interest expense over the period to repayment is at a constant rate on the balance of the liability carried in the statement of financial position. Interest expense in this context includes initial transaction costs and premiums payable on redemption, as well as any interest or coupon payable while the liability is outstanding.

Derivative Financial Instruments

The Company may issue share purchase warrants and conversion options on convertible debentures or as part of units that have an exercise price denominated in a currency that is different to the functional currency of the Company, thus causing them to be classified as derivative liabilities. These instruments are measured at fair value through profit or loss through the application of an appropriate valuation model.

1. Mineral properties

   The Company's properties are all currently in the Exploration and Evaluation ("E&E") stage. Acquisition and E&E expenditures incurred prior to the date of a positive economic analysis on the property are expensed as incurred. Direct costs incurred for the development of mineral properties, net of cost recoveries, are capitalized once the technical feasibility and commercial viability of extracting the mineral resource has been determined. On the commencement of commercial production, the net capitalized costs are charged to operations on a unit-of-production basis, by property, using the estimated proven and probable reserves as the depletion base.

   Impairment of Non-Financial Assets

   At the end of each reporting period, the Company's assets are reviewed to determine whether there is any indication that those assets may be impaired. If such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment, if any. The recoverable amount is the higher of fair value less costs to sell and value in use. Fair value is determined as the amount that would be obtained from the sale of the asset in an arm's length transaction between knowledgeable and willing parties. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.

   If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount and the impairment loss is recognized in profit or loss for the period. For an asset that does not generate largely independent cash flows, the recoverable amount is determined for the cash-generating unit to which the asset belongs. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but to an amount that does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset (or cash generating unit) in prior years. A reversal of an impairment loss is recognized immediately in profit or loss.

2. Share-based compensation

   Where equity-settled share options are awarded to employees, the fair value of the options at the date of grant is charged to the statement of loss and comprehensive loss over the vesting period described as the period during which all the vesting conditions are to be satisfied. Performance vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each reporting date so that, ultimately, the cumulative amount recognized over the vesting period is based on the number of options that eventually vest. Non-vesting conditions and market vesting conditions are factored into the fair value of the options granted. As long as all other vesting conditions are satisfied, a charge is made irrespective of whether these market performance vesting conditions are satisfied.

   The cumulative expense is not adjusted for failure to achieve a market vesting condition or where a non-vesting condition is not satisfied. Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to the statement of loss and comprehensive loss over the remaining vesting period.

   Where equity instruments are granted to non-employees, they are recorded at the fair value of the goods or services received in the statement of loss and comprehensive loss, unless they are related to the issuance of shares. Amounts related to the issuance of shares are recorded as a reduction of share capital.

   1. SUMMARY OF MATERIAL ACCOUNTING POLICIES (CONTINUED)

      1. Share-based compensation (continued)

   When the value of goods or services received in exchange for the share-based compensation cannot be reliably estimated, the fair value is measured by use of a valuation model. The expected life used in the model is adjusted, based on management's best estimate, for the effects of non-transferability, exercise restrictions, and behavioural considerations.

   Equity-settled share-based compensation are reflected in contributed surplus, until exercised. Upon exercise, shares are issued from treasury and the amount reflected in contributed surplus is credited to share capital, adjusted for any consideration paid.

   Where a grant of options is cancelled or settled during the vesting period, excluding forfeitures when vesting conditions are not satisfied, the Company immediately accounts for the cancellation as an acceleration of vesting and recognizes the amount that otherwise would have been recognized for services received over the remainder of the vesting period. Any payment made to the employee on the cancellation is accounted for as the repurchase of an equity interest except to the extent the payment exceeds the fair value of the equity instrument granted, measured at the repurchase date. Any such excess is recognized as an expense.

3. Income taxes

   Income tax expense comprises current and deferred tax. Current tax and deferred tax are recognized in profit or loss except to the extent that it relates to a business combination or items recognized directly in equity or in other comprehensive income.

   Current income taxes are recognized for the estimated income taxes payable or receivable on taxable income or loss for the current year and any adjustment to income taxes payable in respect of previous years. Current income taxes are determined using tax rates and tax laws that have been enacted or substantively enacted by the year-end date.

   Deferred tax assets and liabilities are recognized where the carrying amount of an asset or liability differs from its tax base, except for taxable temporary differences arising on the initial recognition of goodwill and temporary differences arising on the initial recognition of an asset or liability in a transaction which is not a business combination and at the time of the transaction affects neither accounting nor taxable profit or loss.

   Recognition of deferred tax assets for unused tax losses, tax credits and deductible temporary differences is restricted to those instances where it is probable that future taxable profit will be available against which the deferred tax asset can be utilized. At the end of each reporting period, the Company reassesses unrecognized deferred tax assets. The Company recognizes a previously unrecognized deferred tax asset to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered.

4. Earnings (loss) per share

   Basic earnings (loss) per share is computed by dividing the net profit (loss) for the period attributable to the ordinary equity holders of the Company by the weighted average number of common shares outstanding for the relevant period.

   Diluted earnings (loss) per common share is computed by dividing the net profit (loss) for the period attributable to the ordinary equity holders of the Company by the sum of the weighted average number of common shares issued and outstanding and all additional common shares that would have been outstanding, if potentially dilutive instruments were converted.

   1. SUMMARY OF MATERIAL ACCOUNTING POLICIES (CONTINUED)

5. Provisions Rehabilitation provisions

   The Company is subject to various government laws and regulations relating to environmental disturbances caused by exploration and evaluation activities. The Company records the present value of the estimated costs of legal and constructive obligations required to restore the exploration sites in the period in which the obligation is incurred. The nature of the rehabilitation activities may include restoration, reclamation and re-vegetation of the affected exploration sites.

   The rehabilitation provision generally arises when the environmental disturbance is subject to government laws and regulations. When the liability is recognized, the present value of the estimated costs is capitalized by increasing the carrying amount of the related properties. Over time, the discounted liability is increased for the changes in present value based on current market discount rates and liability specific risks.

   Additional environment disturbances or changes in rehabilitation costs will be recognized as additions to the corresponding assets and rehabilitation liability in the period in which they occur. The Company does not have any rehabilitation provisions for the years presented.

6. Share capital

   Equity instruments are contracts that give a residual interest in the net assets of the Company. Instruments issued by the Company are classified as equity only to the extent that they do not meet the definition of a financial liability or financial asset. The Company's common shares and stock options are classified as equity instruments. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds.

7. Application of new and revised International Financial Reporting Standards (IFRSs)

In the current period, the Group has applied all new and revised Standards and Interpretations issued by the International Accounting Standards Board (''IASB'') and the International Financial Reporting Interpretations Committee (IFRIC) of the IASB that are relevant to its operations and effective for accounting periods beginning on January 1, 2024.

New standards, interpretations and amendments that are effective for the current period

There are a number of amendments to accounting standards that become applicable for annual reporting periods commencing on or after January 1, 2024 and the Company considers that their application does not have any significant impact on the amounts reported for the current and prior periods, and so, have not been discussed in detail in the notes to the financial statements:

• Amendment to IAS 1 - Classification of Liabilities as Current or Non-current

• Amendment to IFRS 16 - Lease Liability in a Sale and Leaseback

• Amendments to IAS 1 - Non-current Liabilities with Covenants

• Amendments to IAS 7 and IFRS 7 - Supplier Finance Arrangements

• Amendments to IAS 12 - International Tax Reform-Pillar Two Model Rules

  New standards, interpretations and amendments not yet effective

• Amendments to IAS 21 - Lack of Exchangeability

• Amendments to IFRS 18 - Presentation and Disclosure in Financial Statements

• Amendments to IFRS 9 Financial Instruments and IFRS 7 Financial Instruments -

Disclosures

Where relevant, the Company is still evaluating the effect of Standards, Amendments to published Standards and Interpretations issued but not yet effective, on the presentation of its consolidated financial statements.

1. CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS

   The preparation of financial statements in accordance with IFRS requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the reporting date and the reported amounts of income and expenses during the period. Actual results could differ from those estimates.

   Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods.

   Information about critical judgements in applying accounting policies that have the most significant risk of causing material adjustment to the carrying amounts of assets and liabilities recognized in the consolidated financial statements within the next financial year are discussed below:

   1. Share-based compensation transactions

      The Company measures the cost of equity-settled transactions with employees and other parties by reference to the fair value of the equity instruments at the date at which they are granted. Estimating fair value for share-based payment transactions requires determining the most appropriate valuation model, which is dependent on the terms and conditions of the grant. This estimate also requires determining the most appropriate inputs to the valuation model including the expected life of the share option, volatility and dividend yield and making assumptions about them. The assumptions and models used for estimating fair value for share-based payment transactions are disclosed in Note 15.

   2. Title to mineral property interests

      Although the Company has taken steps to verify title to mineral properties in which it has an interest, these procedures do not guarantee the Company's title. Such properties may be subject to prior agreements or transfers and title may be affected by undetected defects.

   3. Assets and business acquisitions

      Management judgement is particularly required in the assessment of whether or not net assets acquired constitute a business combination or asset acquisition. Asset acquisitions are acquisitions of legal entities that do not qualify as business combinations under IFRS 3. In making this assessment, management considers the underlying economic substance of the items concerned in addition to the contractual terms. Management also applies as it considers appropriate the optional 'concentration test' as set out in the amendments to IFRS 3 'Business Combinations' published in October 2018 to aid the assessment of whether a transaction represents a business combination or is simply in substance the purchase of a single asset or group of similar assets.

   4. Unsecured convertible bonds

      During the year 2023, DFR issued unsecured convertible debentures ("Debentures") by way of a private placement with insiders. The Debentures carried interest and were payable on a defined maturity date, unless they were converted earlier. The Debentures have unique terms and management has to exercise judgement to assess whether the Debentures constitute compound financial instruments and whether they are derivative financial instruments. In making this assessment, management considers whether the contract will be settled by the Company by receiving or delivering a fixed number of its own shares for no future consideration; or by exchanging a fixed number of its own shares for a fixed amount of cash or other financial assets. Management also considers the 'fixed for fixed' requirement under IAS 32 'Financial instruments: Presentation'.

2. CASH AND CASH EQUIVALENTS

1. Analysis of cash and cash equivalents

   December 31, 2024

   December 31,

   2023

   $ $

   Bank balance 138,959 122,961

   138,959 122,961

2. Non-cash transactions

   There were not any significant non-cash transactions during the year ended December 31, 2024 except the following:

   1. On April 6, 2023, DFR issued unsecured convertible debentures ("Debentures") by way of a private placement for an aggregate amount of $1,705,750, with insiders. In February 2024, the Debentures along with the accumulated interest of $192,189 were converted into ordinary shares. 21,468,848 shares were issued upon conversion of the aggregate principal amount of the Debentures and of the interest accrued thereon.

   2. On May 7, 2024, DFR announced a Reorganisation Agreement with Panthera Resources Plc, with an effective date of January 1, 2024, pursuant to which it disposed of its interest in Maniger Limited and Panthera Mali Resources SARL, and increased its interest in Gurara Holdings Limited, Dagma Mining Limited, Dext Mining Limited and Paimasa Mining Limited to 51%. The disposal and restitution were completed for a nominal consideration of $0.01. See Note 22.

During the year ended December 31, 2023, there was the following non-cash transactions:

1. As consideration for the acquisition of Panthera Mali Resources SARL (Panthera) in 2021, Moydow agreed to issue 500,000 common shares at a price of $1 each to Panthera Resources Plc (PAT) and pay $110,000 as additional consideration to PAT. Whilst the shares were already issued in 2022, the remaining payment of $110,000 pertaining to the Kalaka interest was reconciled and set off against the receivables from PAT (as agreed by the latter) during the year ended December 31, 2023.

1. INVESTMENT IN ASSOCIATED COMPANY December 31, 2024

   December 31,

   2023

   $ $

   At cost

   Opening balance - -

   Additions during the year - 222,086

   Share of loss from associate - (222,086)

   - -

   Effective 1stJanuary 2024, DFR entered into a Reorganisation Agreement with Panthera Resources Plc. Accordingly, DFR has disposed of its interest in Maniger Limited and Panthera Mali Resources SARL, and increased its interest in Gurara Holdings Limited, Dagma Mining Limited, Dext Mining Limited and Paimasa Mining Limited to 51%. See Note 22.

   Following the above restructuring, the Company holds no interest in the Kalaka Project. In return, its interest in the Gurara Project has increased from 25.5% to 51%. The remaining 49% of the Gurara Project is held by Zinariya Mining Limited ("Zinariya") and the project is operated by PW Nigeria Mining Limited ("PW").

   Furthermore, pursuant to the Reorganisation Agreement, Panthera Resources Plc agreed to settle, and executed payment of, a net balance of $67,931 to DFR in July 2024, out of which an extent of $27,698 was due by PAT to the operator of the Gurara project, and $40,233 in relation to net intercompany balances between PAT and DFR.

   1. The investment in associate was accounted for using the equity method. In accordance with International Accounting Standard 28 'Investments in Associates and Joint Ventures', the Company recognised its share of the loss of the associate from the date of acquisition. The Company recognised share of loss of the associate amounting to $222,086 for the year ended December 31, 2023. The Company did not incur legal or constructive obligation to make payments on behalf of the associate.

      Effective 1stJanuary 2024, following the Reorganisation, the Company discontinued the use of the equity method because:

      • Gurara Holdings Limited has become a subsidiary. As the acquisition qualifies as a business according to the definition in IFRS 3 Business Combinations, the arrangement has been accounted for as a business combination.

      • As part of the Reorganisation, the Company has disposed of its investments in Maniger Limited to Panthera Resources Plc.

        10. INVESTMENT IN ASSOCIATED COMPANY (CONTINUED)

   2. Details of the Company's associates at December 31, 2023 were as follows

      Proportion of ownership interest Country of

      Name of company1	Class of shares held	Year end	Stated capital	Cost of Investment	Direct	Indirect	Effective holding	incorporation and operation	Main business
      			$	$	%	%	%	British Virgin
      Maniger Limited	Ordinary shares	December 31	1,000	500	50%	-	50%	Islands	Investment holding
      Gurara Holdings								British Virgin	Investment holding
      Limited	Ordinary shares	December 31	10,000	-	-	51%	25.50%	Islands	(mining sector)
      Dagma Mining Limited	Ordinary shares	December 31	25,737	-	-	99.99%	25.50%	Republic of Nigeria	Mining
      Dext Mining								Republic of
      Limited	Ordinary shares	December 31	25,737	-	-	99.99%	25.50%	Nigeria	Mining
      Paimasa Mining								Republic of
      Limited	Ordinary shares	June 30,	25,737	-	-	99.99%	25.50%	Nigeria	Mining
      Panthera Mali Resources SARL	Ordinary shares	December 31	523,669	-	-	100%	50%	Republic of Mali	Exploration
      Summarised financial information in respect of the associate at December 31, 2023 is set out below:
      							Other
      	Current	Non	Current	Non-current		Loss from continuing	comprehensive income for the	Total comprehensive	Dividends received during
      Name of company	assets	current assets	liabilities	liabilities	Revenue	operations	year	loss for the year	the year
      	$	$	$	$	$	$	$	$	$
      Maniger Limited	29,273	(636)	539,669	-	-	(522,150)	(2,596)	(524,745)	-

   3. 1. INVESTMENT IN ASSOCIATED COMPANY (CONTINUED)

   4. Reconciliation of the above summarised financial information to the carrying amount recognised in the audited financial statements for the year ended December 31, 2023:

In accordance with IAS 28.38, as the Company's share of loss from the associate exceeded its interests in the associate, no further loss was recognised for the year ended December 31, 2023.

1. DISCONTINUED OPERATIONS

   The Company completed the disposal of its Namibian diamond assets (the "Namibian Concessions") to JBDM Limited ("JBDM") pursuant to a diamond business sale agreement dated November 28, 2022. JBDM is an entity controlled by Mr. Jean-Raymond Boulle. The Namibian Concessions consisted of a 100% interest in Diamond Fields (Namibia) (Pty) Ltd. ("DFN") which owned mineral licenses ML111 and ML139 and 70% of Namibian Diamond Company (Pty) Ltd. which owned mineral license ML32 (the "Namibian Assets").

   In consideration for the Namibian Assets, JBDM paid the Company: an initial payment of $150,000 (the "Initial Payment") and it will pay: annual amounts of

   $100,000 (as to $90,000 for ML111, $5,000 for each of ML32 and ML139) (the "Annual Payments") proportionately, as from September 1, 2023 until the earlier of either JBDM returns the license to the Company or September 1, 2035; and a 1% net sales royalty.

   The disposal of Diamond Fields (Namibia) (Pty) Ltd. and Namibian Diamond Company (Pty) Ltd. met the recognition criteria under IFRS 5 'Non-current assets held-for-sale and discontinued operations'. Consequently, the results of the Namibian subsidiaries were presented as discontinued and were shown separately from continuing operations.

   12. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
   	December 31, 2024	December 31, 2023
   	$	$
   Trade payables	197,069	127,780
   Other accrued liabilities	135,050	99,603
   Amounts due to related parties (Note 21)	207,174	301,106
   	539,293	528,489
   13. BORROWINGS
   	December 31, 2024	December 31, 2023
   	$	$
   Opening balance	1,868,686	5,797
   Issue of Debentures	-	1,705,750
   Interest accrued on Debentures	35,050	157,139
   Conversion of Debentures	(1,897,939)	-
   Additional shareholders loans	2,100,000	-
   Interest on shareholders loans	93,775	-
   	2,199,572	1,868,686
   Details of the borrowings are as follows:	December 31, 2024	December 31, 2023
   	$	$
   Amount due to Mr Brian Kiernan (See note (i) below)	5,797	5,797
   Loan and interest due to Mr. Brian Kiernan (See note (ii) below)	1,103,896	-
   Loan and interest due to Spirit Resources SARL (See note (ii) below)	1,089,879	-
   Debentures (See note (iii) below)	-	1,862,889
   	2,199,572	1,868,686

   1. The amount due to Mr Brian Kiernan is interest free, unsecured and repayable at call.

   2. The Loans due to Mr Brian Kiernan and Spirit Resources SARL are unsecured, bear interest at 8% per annum and repayable on the dates set under note (iv) below or earlier if the Company completes a financing according to the terms set below.

   3. On April 6, 2023, DFR issued unsecured convertible debentures ("Debentures") by way of a private placement for an aggregate amount of $1,705,750, with insiders. The Debentures carried interest at the rate of 12.5% per annum, which was payable on the maturity date (i.e. February 29, 2024), unless the Debentures were converted earlier. In February 2024, the Debentures were converted into ordinary shares in accordance with their terms (Note 15).

      For the year ended December 31, 2024, interest accrued on the Debentures was $35,050 (December 31, 2023: $157,139).

      13. BORROWINGS (CONTINUED)

   4. A summary of the loans and debentures and their maturity profiles at December 31, 2024 and December 31, 2023 are as follows:

      Principal

      Loan received from amount

      Balance at

      period end

      Interest rate over duration Issuance date Maturity date

      $ $ %

      At December 31, 2024

      Mr Brian Kiernan	5,797	5,797	nil	June 29, 2022	June 28, 2025
      Mr Brian Kiernan Mr Brian Kiernan	500,000 250,000	533,863 260,630	8% 8%	February 26, 2024 June 20, 2024	January 31, 20251 May 31, 20251
      Spirit Resources SARL Spirt Resources	300,000 250,000	321,633 260,904	8% 8%	February 6, 2024 June 15, 2024	January 31, 20251 May 31, 20251
      SARL Mr Brian Kiernan	250,000	258,713	8%	July 25, 2024	July 31, 20252
      Spirt Resources	300,000	305,984	8%	October 01,	July 31, 20252
      SARL				2024

      Mr Brian Kiernan Spirt Resources	50,000 100,000	50,690 100,877	8% 8%	October 29, 2024 November 21,	July 31, 20252 July 31, 20252
      SARL Spirt Resources	100,000	100,481	8%	2024 December 09,	July 31, 20252
      SARL				2024

      1The loan shall be repaid earlier if the Company completes financings in excess of $2,000,000

      2The loan shall be repaid earlier if the Company completes financings in excess of $2,800,000

      At December 31, 2023
      Mr Brian Kiernan	5,797	5,797	nil	June 29, 2022	June 28, 2024
      Debentures	1,705,750	1,862,889	12.5%	April 6, 2023	Feb 29, 2024
      14.	DEFERRED CONSIDERATION PAYABLE
      			December 31, 2024		December 31, 2023
      			$		$
      	Opening balance		-		110,000
      	Settlement		-		(110,000)
      			-		-

      As consideration for the acquisition of Panthera Mali Resources SARL in 2021, Moydow agreed to:

      • issue 500,000 common shares at a price of $1 each to Panthera Resources Plc (PAT); and

      • pay $110,000 payment as additional consideration to PAT.

Whilst the shares were already issued in 2022, the remaining payment of $110,000 pertaining to the Kalaka interest was reconciled and set off against the receivables from PAT (as agreed by the latter) during the year ended December 31, 2023.

1. SHARE CAPITAL
   1. Authorized share capital

      The authorized capital stock of the Company comprises an unlimited number of common shares without par value.

   2. Issued and outstanding share capital Number of shares $ At January 1, 2023 and December 31, 2023 181,670,852 72,504,412

      Conversion of Debentures (see note (a) below):

      - Principal 19,294,873 1,705,750

      - Interest 2,173,975 192,189

      At December 31, 2024 203,139,700 74,402,351

      (a) On February 29, 2024, the principal amount of the unsecured convertible debentures originally issued by the Company on April 6, 2023 ("Debentures"), as set out in Note 13, was automatically converted into common shares of the Company ("Shares") at a price of CAD$0.12 per Share pursuant to the terms of the Debentures. 19,294,873 Shares were issued upon conversion of the aggregate principal amount of the Debentures of $1,705,750, based on an US$1/CAD$1.3574 exchange rate as of February 28, 2024 (the "Exchange Rate").

      In addition, the aggregate accrued and unpaid interest payable on the Debentures of $192,189 ("Interest") was also automatically converted pursuant to the terms of the Debentures into Shares, based on the Exchange Rate, at a price of CAD$0.12 per Share, for an aggregate of 2,173,975 Shares issued on the Interest.

   3. Stock Options

The Company adopted a fixed, less than 10% stock option plan (the "Plan"), under which the maximum number of stock options issued cannot exceed 6,789,000. During the Company's shareholders meeting on June 9, 2022, shareholders voted in favor of increasing the options issuable to 17,800,000. The stock options issued to directors and officers vest one year after the grant date. Any stock options granted to consultants performing investor relations activities, vest in stages over twelve months. The exercise period for any stock options granted under the Plan cannot exceed ten years. The exercise price of options granted under the Plan cannot be less than the "discounted market price" of the common shares (the market price less the maximum discount permitted by the TSX-V).

The following is a summary of changes in options from January 01, 2023 to December 31, 2024:

During the year

1After the reporting period, following the resignation of an option holder, 1,000,000 additional options have expired unexercised.

1. SHARE CAPITAL (CONTINUED)
   1. Stock Options (continued)

      In February 2022 and in July 2022, a total of 3,430,631 Stock Options with an exercise price of CAD

      $0.145 per share were exercised by option holders of the Company. During the year ended December 31, 2022, the Company increased the number of options under its Stock Plan to 17,800,000 and granted 17,050,000 new options with an exercise price of CAD $0.20 per share to directors and officers of the Company. Moreover, on February 5, 2023, 400,000 of the exercisable options with a strike price of CAD $0.145 expired. On August 27, 2023, a further 200,000 exercisable options with a strike price of CAD $0.145 expired. On May 15, 2024, 6,500,000 additional options have expired unexercised. As a result, at December 31, 2024, the balance of shares options outstanding was 10,550,000 (December 31, 2023: 17,050,000), and 7,250,000 (December 31, 2023: 750,000) options were available for future grant.

      Share-based compensation accounted during the year ended December 31, 2024 was $ nil (December 31, 2023: $791,010). At December 31, 2024, unrecognized share-based compensation expense was $

      nil (December 31, 2023: $ nil).

      The following is a summary of options vested and outstanding at December 31, 2024 and December 31, 2023:

      Grant date Expiry date Exercise price (CAD) Vested Outstanding

      09/22/22	09/21/26	$0.200	16,150,000	16,150,000
      12/06/22	12/05/26	$0.200	900,000	900,000
      At December	31, 20231		17,050,000	17,050,000
      09/22/22	15/05/24	$0.200	(6,500,000)	(6,500,000)
      At December	31, 20241		10,550,000	10,550,000

      1At December 31, 2024, the weighted average fair value of options granted was CAD $ nil (December 31, 2023: CAD $ nil). The weighted average exercise price of options outstanding at December 31, 2024 was CAD $0.200 (December 31, 2023: CAD $0.200).

      The fair value of options granted during the year ended December 31, 2022 was determined using the Black-Scholes valuation model using the following weighted average assumptions:

      • Expected volatility: 132.98% and 133.65%

      • Risk-free interest rate: 3.75%

      • Expected life (years): 4 years

      • Dividend yield: 0.00%

   2. Nature and purpose of equity

      The reserves recorded in equity on the Company's consolidated statement of financial position include:

      1. "Contributed surplus" is used to recognize the value of share options granted prior to exercise.

      2. "Accumulated deficit" is used to record the Company's change in deficit from year to year.

      3. "Foreign currency translation reserve" includes foreign exchange losses/gains on translating subsidiaries with a functional currency different from that of the United States dollar.

2. NON-CONTROLLING INTERESTS December 31, 2024

   December 31,

   2023

   $		$
   Opening balance	2,107,527	2,459,483
   Acquisition of Gurara Holdings Limited	(57,399)	-
   Loss after tax	(300,627)	(350,191)
   Other comprehensive income (loss)	(708)	(1,765)
   	1,748,793	2,107,527

   The non-controlling interests relate to:

   • the 20% interest which Panthera holds in Moydow pursuant to the Definitive Agreements entered with DFR and Moydow on August 25, 2021.

   • the 49% interest which Zinariya holds in Gurara Holdings Limited pursuant to the Reorganisation Agreement announced on May 7, 2024.

     17.	EXPLORATION AND EVALUATION EXPENSES
     		December 31, 2024	December 31, 2023
     		$	$
     	Cascades projects	1,279,882	1,745,419
     	Beravina zircon project	45,235	16,845
     	Gurara (Gold) Projects Other projects and new prospects	84,905 -	- 28,585
     		1,410,022	1,790,849
     Exploration and evaluation expenses by nature of expenditure are summarized below:
     		December 31, 2024	December 31, 2023
     		$	$
     Support and logistics costs Drilling and assaying and related costs		544,833 9,626	881,740 782,441
     Options, licenses & surface rent		845,916	115,909
     Depreciation charge (See Note 9)		9,647	10,759
     		1,410,022	1,790,849
     Cascades (formerly known ''Labola'') (Gold) - Burkina Faso

     The Cascades gold exploration project comprising initially of an option for the WUO Land exploration license ("WUO1"), was extended through the acquisition of an option to acquire WUO Land 2 exploration license ("WUO2"), contiguous to WUO1 license, both option agreements are held in escrow with an appointed escrow agent in Ouagadougou, Burkina Faso. The project is located in the Banfora greenstone belt of the West African Birimian Supergroup in Comoé province, southwest Burkina Faso. Cascades is approximately 370km west-southwest of Ouagadougou, and 100km northeast of the Wahgnion gold mine, operated by Endeavour Mining.

3. EXPLORATION AND EVALUATION EXPENSES (CONTINUED)

Cascades (formerly known ''Labola'') (Gold) - Burkina Faso (continued)

The WUO1 option agreement gives the Company exclusive rights until May 27, 2024 to purchase 100% of the License Holder's interest in the WUO1 exploration license for a payment of $1,000,000. Moreover, an amount of $50,000 is payable annually to the License Holder until 2023. The Company and the License Holder have agreed to amend the terms of the WUO1 option agreement on June 8, 2024, (the "Amendment Agreement") pursuant to which the Company shall pay (and has paid) an initial payment of $500,000 within 8 business days of executing the amendment agreement, and a final payment of $500,000 on or before the first anniversary of the amendment. Prior to executing the Amendment Agreement, the License Holder was entitled to receive a quarterly royalty payment equivalent to 1% of the net smelter return ("NSR"), subject to a maximum entitlement of US$2,000,000, and a one off payment of US$1,000,000 (the "Milestone Payment"), payable within six months of the Company reporting a resource of at least 1,000,000 ounces of gold on the Permit in accordance with the JORC guidelines. Under the Amendment Agreement the License Holder is entitled to a royalty payment of 0.5% of NSR over the duration of mining on the Permit. If the Milestone Payment described above is paid, each royalty payment thereafter shall be reduced by 25% until such time as the aggregate amount of the said 25% reductions equal the amount of the Milestone Payment. The second renewal of the WUO1 exploration permit (Permis de Recherche) has been approved by the Burkina Faso authorities, extending the validity of its validity for a three-year period until March 5, 2027.

The WUO2 option agreement gives the Company exclusive rights to purchase 100% of the License Holder's interest in WUO2 exploration license for an aggregate payment of $500,000, out of which

$200,000 was paid earlier during 2022 and two payments of $150,000 each were payable prior to exercising the WUO2 option during the year 2023. During December 2022, the License Holder and the Company entered into an amendment agreement whereby the Company is allowed to delay the first

$150,000 payment until January 31, 2024 and the second $150,000 payment until May 31, 2024. The Company paid $300,000 to the License Holder in February 2024 to exercise the WUO2 option. The process to register the license in the name of the Company's Burkina Faso subsidiary is in progress. The License Holder is also entitled to a net smelter royalty of 1% capped at $2,000,000 on the value of all minerals extracted from the tenement. The WUO2 exploration permit (Permis de Recherche) was granted for a three-year period on November 13, 2018, and was renewed for a further three-year period until November 12, 2024. A renewal application for a second and final three-year term has been submitted within 90 days of the expiration of the validity period, in line with current legislations.

The Company executed an Exploration Data, Reports and Samples Purchase Agreement on October 9, 2020 with Nord Gold to purchase all of their historic data in consideration of a 0.5% Net Smelter Royalty capped at $3,000,000.

Pursuant to the definitive agreements and other related agreements among the Company, Moydow and Panthera, upon closing the Company acquired an 80% interest in the Cascades project and Panthera will own a carried 20% interest on the condition that the Company invests $18,000,000 in the project by September 30, 2026 (the "Deemed Cost Base"), thereafter, all interests shall be participating. Panthera shall have the right to acquire an additional 10% interest in Cascades by making a payment of up to

$7,200,000 following the trigger date.

Moreover, the Company and Panthera entered into a joint venture agreement (the "Cascades JVA") for the management and operation of the project, pursuant to which the Company shall be the operator, and is entitled to appoint two thirds of the members of the management committee and an operator fee.

1. EXPLORATION AND EVALUATION EXPENSES (CONTINUED)

   Kalaka (Gold) - Mali

   The Kalaka gold project is located 260 km southeast of Bamako in South Mali.

   Pursuant to the definitive agreements announced by the Company on August 25, 2021, upon completion of the Moydow acquisition on June 28, 2022, Moydow's interest in Panthera Mali Resources SARL ("PMR"), a Mali company, which owns 80% of the rights in the Kalaka project through a joint venture agreement (the "Kalaka JVA") with a local participant (the "Local Participant") was spun off (together with the Nigerian gold projects) and brought under a new holding company, Maniger Limited., a BVI company ("Maniger") held as to 50% by the Company and 50% by Panthera. Moydow complied with all required financial obligations pertaining to the Kalaka JV up to June 30, 2022. The Local Participant is entitled to a gross royalty capped at $3,000,000 in total. Other than as described in this section, all project interests pertaining to the Kalaka JVA are participating.

   As at December 31, 2023, the Company held a 40% participating interest in the project with Panthera also having a 40% participating interest and acting as operator; the Local Participant holds the remaining 20% participating interest. On May 7, 2024, the Company announced a restructuring agreement (with an effective date of January 1, 2024) subsequently approved by the TSX Venture exchange, pursuant to which the Company disposed of its interest in the Kalaka project in exchange for increasing its interest in the Gurara Project. Therefore, no expenditure was incurred by the Company on the Kalaka project (December 31, 2023: $172,283), and the Company received a credit for expenditure incurred during the transition period, being between October 1 and December 31, 2023.

   Gurara (Gold) - Nigeria

   Pursuant to the definitive agreements announced by the Company on August 25, 2021, upon closing of the Moydow transaction on June 28, 2022, Moydow's 51% interest in Gurara Holdings Limited ("Gurara"), a BVI company which owns 99.99% of the rights in several Nigerian mineral licenses, through a joint venture agreement (the "Gurara JVA") with Zinariya Mining Limited ("Zinariya") a BVI Company, was spun off (together with the Kalaka gold project) and brought under a new holding company, Maniger Limited., a BVI company ("Maniger") held as to 50% by the Company and 50% by Panthera Resources Plc.

   The "Gurara JVA" involves the following parties:

   1. Moydow Holdings Limited ("Moydow");

   2. Zinariya Mining Limited ("Zinariya"), a BVI company. Zinariya owns the remaining interest in Gurara;

   3. Gurara Holdings Limited ("Gurara"), a BVI Company, which as at December 31, 2021 was held as to 20% by Moydow and 80% by Zinariya; and,

   4. PW Nigeria Mining Ltd ("PW Mining"), a Nigeria company.

Pursuant to the Gurara JVA, Moydow had a first option to acquire a 51% interest in Gurara by investing a total of $1,000,000 prior to December 31, 2021 (the "First Option"). Moydow achieved the required expenditure to earn the First Option after December 31, 2021, but the parties agreed that Moydow had earned the First Option. Moydow had a second option to earn 65% interest in Gurara expiring on July 2023, by spending an aggregate $2,000,000 (including the $1,000,000 above) in the Projects, Moydow or DFR did not incur the required expenditure and did not earn the second option.