C2C Gold : For the years ended December 31, 2023 and 2022

C2C Metals Corp.

(formerly C2C Gold Corp.)

(An Exploration Stage Company)

Consolidated Financial Statements

Years ended December 31, 2023 and 2022

(Expressed in Canadian Dollars)

INDEPENDENT AUDITOR'S REPORT

To the Shareholders of C2C Metals Corp. (formerly C2C Gold Corp.)

Report on the Audit of the Consolidated Financial Statements

Opinion

We have audited the consolidated financial statements of C2C Metals Corp. (formerly C2C Gold Corp.) (the "Company"), which comprise the consolidated statements of financial position as at December 31, 2023 and 2022, and the consolidated statements of loss and comprehensive loss, shareholders' 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, the accompanying consolidated financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 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 ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Material Uncertainty Related to Going Concern

We draw attention to Note 1 in the consolidated financial statements, which indicates that the Company has no source of revenue and is dependent upon the future receipt of financing to maintain its operations. As stated in Note 1, the Company's ability to continue as a going concern is dependent upon its ability to obtain additional capital. These matters, along with other matters as set forth in Note 1, indicate that a material uncertainty exists that may cast significant doubt on the Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.

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 period. 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.

In addition to the matter described in the Material Uncertainty Related to Going Concern section, we have determined that there is the following key audit matter to communicate in our auditor's report.

Key audit matter:

How our audit addressed the key audit matter:

Assessment of impairment indicators of Exploration and evaluation properties.

Our approach to addressing the matter included the following procedures, among others:

Refer to note 2(f) -Accounting policy Exploration and evaluation assets, note 3 - Critical accounting estimates and judgements and Note 9 Exploration and evaluation assets

Evaluated the reasonableness of management's assessment of impairment indicators, which included the following:

Management assesses at each reporting period whether there is an indication that the carrying value of exploration and evaluation assets may not be recoverable. Management applies significant judgement in assessing whether indicators of impairment exist that necessitate impairment testing. Internal and external factors, such as (i) a significant decline in the market value of the Company's share price; (ii) changes in the Company's assessment of whether commercially viable quantities of mineral resources exist within the property; and (iii) changes in metal prices, capital and operating costs, are evaluated by management in determining whether there are any indicators of impairment.

We considered this a key audit matter due to (i) the significance of the exploration and evaluation assets balance and (ii) the significant audit effort and subjectivity in applying audit procedures to assess the factors evaluated by management in its assessment of impairment indicators, which required significant management judgement.

• Assessed the Company's market capitalization in comparison to the Company's net assets, which may be an indication of impairment.
• Assessed the completeness of the factors that could be considered indicators of impairment, including consideration of evidence obtained in other areas of the audit.
• Confirmed that the Company's right to explore the properties had not expired.
• Obtained management's written representations regarding the Company's future plans for the exploration and evaluation properties.
• Assessed the reasonability of the Company's financial statement disclosure regarding their exploration and evaluation properties.

Other Information

Management is responsible for the other information. The other information comprises the information included in "Management's Discussion and Analysis" but does not include the consolidated financial statements and our auditor's report thereon.

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. 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.
• Plan and perform the group audit to obtain sufficient appropriate audit evidence regarding the financial information of the entities or business units within the Company as a basis for forming an opinion on the group financial statements. We are responsible for the direction, supervision and review of the audit work performed for purposes of the group audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partner on the audit resulting in this independent auditor's report is G. Cameron Dong.

Chartered Professional Accountants

Vancouver, BC, Canada

April 29, 2024

C2C Metals Corp. (formerly C2C Gold Corp.)

Consolidated Statements of Financial Position

As at December 31, 2023 and 2022

(Expressed in Canadian Dollar)

	Notes	December 31,		December 31,
	2023		2022
Assets
Current assets
Cash and cash equivalents	$	1,107,155	$	158,128
Accounts receivable	6	9,984		106,987
Prepaid expenses and deposits	5	15,543		26,345
Marketable securities	110,875		77,000
		1,243,557		368,460
Reclamation bonds	7	17,111		124,296
Equipment	8	7,709		16,960
Exploration and evaluation assets	9	3,737,997		12,898,716
	$	5,006,374	$	13,408,432
Liabilities and shareholders' equity
Current liabilities	$
Accounts payable and accrued liabilities	225,494	$	429,849
Due to related party	12	6,015		30,540
		231,509		460,389
Shareholders' equity
Share capital	10	31,058,375		29,783,023
Contributed surplus	11	5,055,751		4,799,155
Deficit		(31,339,261)		(21,634,135)
		4,774,865		12,948,043
	$	5,006,374	$	13,408,432

Nature and continuance of operations (Note 1)

Subsequent events (Note 16)

Approved by the board of directors:

"Trey Wasser"	Director
"Jeananne Hauswald"	Director

See accompanying notes to the consolidated financial statements

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C2C Metals Corp. (formerly C2C Gold Corp.)

Consolidated Statements of Loss and Comprehensive Loss Years ended December 31,

(Expressed in Canadian Dollar)

	Notes	2023	2022
Expenses
Management and consulting fees	12	$ 191,606	$ 267,346
Professional fees	12	89,450	85,345
Office and miscellaneous	12	34,197	44,847
Transfer agent and filing fees	12	28,892	42,440
Conferences and promotion	66,943	86,733
Stock-based compensation	11,12	133,930	457,769
					(545,018)	(984,480)

Other items

Interest income

Fair value adjustment on marketable securities

Impairment of exploration and evaluation assets

Loss on sale of exploration and evaluation assets

Other income

Recovery of flow-through premium liability

Realized loss on marketable securities

5, 9

9

9

4,4827,273

(34,875) (13,000)

(7,801,822) (293,368)

(1,388,136)-

72,20025,850

• 36,000

(11,957)-

			(9,160,108)		(237,245)
Net loss and comprehensive loss for the	$		(9,705,126)	$ (1,221,725)
year
Basic and diluted loss per share		$	(0.09)	$	(0.01)
Weighted average number of common		112,919,766	95,582,098
shares outstanding

See accompanying notes to the consolidated financial statements

6

C2C Metals Corp. (formerly C2C Gold Corp.) Consolidated Statements of Changes in Shareholders' Equity Years ended December 31, 2023 and 2022

(Expressed in Canadian Dollar)

	Number of	Share Capital	Contributed
	Shares	($)	Surplus ($)	Deficit ($)	Total ($)
Balance, December 31, 2021	81,049,015	26,389,858	4,265,094	(20,412,410)	10,242,542
Private placement	9,275,888	1,706,260	-	-	1,706,260
Share issue costs	-	(125,303)	-	-	(125,303)
Flow-through premium liability	-	(36,000)	-	-	(36,000)
Finder's warrants issued	-	(76,292)	76,292	-	-
Share issued for asset acquisition	14,775,000	1,924,500	-	-	1,924,500
Stock-based compensation	-	-	457,769	-	457,769
Net loss and comprehensive loss for the year	-	-	-	(1,221,725)	(1,221,725)
Balance, December 31, 2022	105,099,903	29,783,023	4,799,155	(21,634,135)	12,948,043
Balance, December 31, 2022	105,099,903	29,783,023	4,799,155	(21,634,135)	12,948,043
Private placement	32,350,000	1,337,000	43,000	-	1,380,000
Share issue costs	-	(59,382)	-	-	(59,382)
Finder's warrants issued	-	(79,666)	79,666	-	-
Share issued for exploration and evaluation asset	2,000,000	77,400	-	-	77,400
Stock-based compensation	-	-	133,930	-	133,930
Net loss and comprehensive loss for the year	-	-	-	(9,705,126)	(9,705,126)
Balance, December 31, 2023	139,449,903	31,058,375	5,055,751	(31,339,261)	4,774,865

See accompanying notes to the consolidated financial statements

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C2C Metals Corp. (formerly C2C Gold Corp.) Consolidated Statements of Cash Flows

Years ended December 31, 2023 and 2022 (Expressed in Canadian Dollar)

			Year ended			Year ended
			December 31,			December 31,
Cash provided by (used in):			2023			2022
Operating activities:	$		(9,705,126)	$		(1,221,725)
Net loss and comprehensive loss for the year
Adjustments for:
Stock-based compensation			133,930			457,769
Fair value adjustment on marketable securities			34,875			13,000
Impairment of exploration and evaluation assets			7,801,822			293,368
Loss on sale of exploration and evaluation assets			1,388,136			-
Recovery of flow-through premium liability			-			(36,000)
Realized loss on sale of marketable securities			11,957			-
Change in non-cash working capital items
Accounts receivable			101,003			176,665
Prepaid expenses			10,802			159,977
Accounts payable and accrued liabilities			12,433			(36,525)
Due to related party			5,772			8,363
			(204,396)			(185,108)
Financing activities:
Private placement			1,376,000			1,706,260
Share issue costs			(50,824)			(125,303)
Proceeds from sale of marketable securities			29,293			-
			1,354,469			1,580,957
Investing activities:
Investment in exploration and evaluation assets			(298,507)			(1,504,639)
Reclamation bond, net			107,185			(29,500)
			(201,046)			(1,534,139)
Change in cash			949,027			(138,290)
Cash - beginning of year	$		158,128	$		296,418
Cash - end of year		1,107,155		158,128

Supplementary cash flow information (see Note 13)

See accompanying notes to the consolidated financial statements

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C2C Metals Corp. (formerly C2C Gold Corp.)

Notes to the Consolidated Financial Statements Years ended December 31, 2023 and 2022 (Expressed in Canadian Dollar)

1. NATURE AND CONTINUANCE OF OPERATIONS

C2C Metals Corp. (formerly C2C Gold Corp.) (the "Company") was incorporated on July 19, 1999, under the laws of the province of British Columbia, Canada, and its principal activity is acquisition and exploration of mineral properties in Canada. The principal address of the Company is at 1771 Robson Street - 1221, Vancouver, British Columbia, Canada.

The Company is a reporting issuer in the provinces of Alberta and British Columbia. On November 25, 2020, reflecting the Company's new focus in Newfoundland, the Company changed its name from Taku Gold Corp. to C2C Gold Corp. Effective January 10, 2024, the Company changed its name from C2C Gold Corp. to C2C Metals Corp to better reflect the company's diverse portfolio of projects, including uranium, gold, copper and other metals. The Company is currently trading under its new name and ticker symbol "CTOC" (formerly "TAK") on the Canadian Securities Exchange ("CSE").

C2C Nuclear Inc. (the "Subsidiary") is a wholly owned subsidiary of the Company, was incorporated on September 8, 2023, under the laws of the State of Colorado, United States ("US"), and its principal activity is to hold mineral claims in the US on behalf of the Company.

The Company has no source of operating cash flow and operations to date have been funded primarily from the issue of share capital. As at December 31, 2023, the Company had an accumulated deficit of $31,339,261 (2022 - $21,634,135) and incurred a net loss and comprehensive loss for the year of $9,705,126 (2022 - $1,221,725). As at December 31, 2023, the Company has a working capital of $1,012,048 (2022 - working capital deficiency of $91,929).

The Company is an exploration stage company focused on the acquisition and exploration of mineral properties in Canada and has not yet determined the existence of economically recoverable reserves. The recoverability of the amounts shown for interests in mineral properties is dependent upon the discovery of economically recoverable reserves or proceeds from the disposition thereof, confirmation of the Company's interest in the underlying mineral claims, the ability of the Company to obtain financing to complete development of the properties and on future profitable operations. The Company's continued operations are dependent on its ability to raise additional funding from equity financings, loans, or other arrangements. There is no assurance that future financing activities will be successful. These conditions give rise to a material uncertainty, which casts significant doubt on the Company's ability to continue as a going concern, and therefore, its ability to realize its assets and discharge its liabilities in the ordinary course of operations. These financial statements do not reflect the adjustments to the carrying values of assets and liabilities and the reported expenses and balance sheet classifications that would be necessary were the going concern assumption not appropriate. Such adjustments could be material.

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C2C Metals Corp. (formerly C2C Gold Corp.)

Notes to the Consolidated Financial Statements Years ended December 31, 2023 and 2022 (Expressed in Canadian Dollar)

2. MATERIAL ACCOUNTING POLICY INFORMATION

1. Basis of presentation
   The Company and its wholly owned subsidiary are consolidated in these Consolidated Financial Statements. These consolidated financial statements have been prepared in accordance with the International Financial Reporting Standards ("IFRS") issued by the International Accounting Standards Board ("IASB") and Interpretations of the International Financial Reporting Interpretations Committee ("IFRIC"). The policies applied in these consolidated financial statements are based on IFRS issued and effective as of December 31, 2023. The Board of Directors approved the consolidated financial statements for issue on April 29, 2024.
2. Basis of measurement
   These consolidated financial statements have been prepared on the historical cost basis, except for certain financial instruments, which are measured at fair value, and are presented in Canadian dollars, which is the functional currency of the Company.
3. Cash and cash equivalents
   Cash and cash equivalents comprise cash on deposit with banks, and highly liquid short-term interest- bearing investments with a term to maturity at the date of purchase of 90 days or less which are subject to an insignificant risk of change in value.
4. Reclamation bonds
   Reclamation bonds include bonds that have been pledged for reclamation and closure activities and that are not available for immediate disbursement.
5. Equipment
   Equipment is originally recorded at cost at the time of purchase and is subsequently measured at cost less accumulated depreciation and impairment. Costs include all costs required to bring the item into its intended use by the Company. Equipment is depreciated over the remaining useful life of the asset being 30% straight-line. Depreciation methods, useful lives and residual values are reviewed at each reporting period and adjusted if appropriate.
6. Exploration and evaluation assets
   Costs incurred before the Company has obtained the legal rights to explore an area are expensed as incurred and recognized in profit or loss. Once the legal right to explore a property has been secured, costs directly relating to the acquisition of, exploration for and evaluation of mineral claims are recognized and capitalized. Government tax credits received are recorded as a reduction to the cumulative costs incurred for the related property. Costs not directly attributable to exploration and evaluation activities, including general administrative overhead costs, are expensed in the year in which they occur.

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