Interim Financial Statements : Aug 31 2023

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED AUGUST 31, 2023 AND 2022

(Unaudited - Prepared by Management)

(Expressed in Canadian Dollars)

Tel: [phone]

Email:[e-mail]

Website:http://www.tres-or.com

Tres-Or trades on the TSX Venture Exchange under the symbol TRS

NOTICE OF NO AUDITOR REVIEW OF INTERIM FINANCIAL STATEMENTS

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

The accompanying unaudited condensed consolidated interim financial statements of the Company have been prepared by and are the responsibility of the Company's management.

The Company's independent auditor has not performed a review of these financial statements in accordance with standards established by the Chartered Professional Accountants of Canada for a review of interim financial statements by an entity's auditor.

TRES-OR RESOURCES LTD.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF FINANCIAL POSITION UNAUDITED - PREPARED BY MANAGEMENT

(Expressed in Canadian Dollars)

				August 31,		February 28,
		Note		2023		2023
	ASSETS
	Current assets
	Cash		$	177,109	$	280,844
	Marketable securities	3		611,840		1,320,504
	Receivables	4		3,379		8,150
	Prepaids			6,861		1,346
	Total current assets			799,189		1,610,844
	Non-current assets
	Exploration and evaluation assets	6		2,670,443		2,409,131
	TOTAL ASSETS		$	3,469,632	$	4,019,975
	LIABILITIES
	Current liabilities
	Accounts payable and accrued liabilities		$	215,693	$	242,535
	Due to related parties	8		323,643		329,179
	Flow through share premium liability	10		8,889		21,369
	Total current liabilities			548,225		593,083
	Non-current liabilities
	Loans payable	7		7,378		-
	TOTAL LIABILITIES			555,603		593,083
	EQUITY
	Share capital	9		18,261,113		18,067,993
	Treasury shares	9		-		(120,000)
	Equity reserves	9		2,272,453		2,272,453
	Accumulated other comprehensive loss			(935,160)		(228,096)
	Deficit			(16,684,377)		(16,565,458)
	TOTAL EQUITY			2,914,029		3,426,892
	TOTAL LIABILITIES AND EQUITY		$	3,469,632	$	4,019,975
	Nature and continuance of operations (Note 1)

Approved by the Board of Directors on October 27, 2023:

"Gareth E. Mason "		"Laura Lee Duffett"
Director		Director

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

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TRES-OR RESOURCES LTD.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF LOSS AND COMPREHENSIVE LOSS

UNAUDITED - PREPARED BY MANAGEMENT

(Expressed in Canadian Dollars)

			Three months ended		Six months ended
			August 31,		August 31,
	Note		2023		2022		2023		2022
GENERAL AND ADMINISTRATIVE EXPENSES
Consulting fees		$	4,965	$	-	$	10,860	$	-
Foreign exchange			489		-		489		-
Management fees	8		13,500		13,500		27,000		27,000
Office and miscellaneous			6,834		3,360		10,733		5,084
Professional fees			35,972		29,553		44,056		35,262
Transfer agent and regulatory fees			5,310		2,479		8,842		3,772
Travel and promotion	8		9,204		5,028		13,157		8,510
			(76,274)		(53,920)		(115,137)		(79,628)
Settlement of flow through share premium
liabilities	10		8,281		-		12,480		4,125
Interest income			1,502		-		3,338		-
Gain on loan settlement			-		19,375		-		19,375
Gain on sale of exploration and evaluation assets	6		-		358,053		-		358,053
Income (loss) for the period			(66,491)		323,508		(99,319)		301,925
OTHER COMPREHENSIVE LOSS
Unrealized loss on marketable securities	3		(209,472)		(420,168)		(707,064)		(420,168)
Total comprehensive loss for the period		$	(275,963)	$	(96,660)	$	(806,383)	$	(118,243)
Basic and diluted income (loss) per common share		$	(0.00)	$	0.01	$	(0.00)	$	0.01
Weighted average number of
common shares outstanding - basic and
diluted			25,233,863		22,918,385		23,705,950		22,940,124

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

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TRES-OR RESOURCES LTD.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CHANGES IN EQUITY

UNAUDITED - PREPARED BY MANAGEMENT

(Expressed in Canadian Dollars)

									Accumulated
									Other
	Number of				Treasury		Equity	Comprehensive
	shares	Share Capital		Shares		Reserves		Loss	Deficit		Total
Balance - February 28, 2022	22,961,863	$	18,069,565	$	-	$	2,272,453	$	-	$ (16,896,883)	$	3,445,135
Share issue costs	-		(1,572)		-		-		-	-		(1,572)
Treasury shares	-		-		(120,000)		-		-	-		(120,000)
Loss on marketable securities	-		-		-		-		(420,168)	-		(420,168)
Income for the period	-		-		-		-		-	301,925		301,925
Balance - August 31, 2022	22,961,863	$	18,067,993	$	(120,000)	$	2,272,453	$	(420,168)	$ (16,594,958)	$	3,205,320
Balance - February 28, 2023	22,961,863	$	18,067,993	$	(120,000)	$	2,272,453	$	(228,096)	$ (16,565,458)	$	3,426,892
Shares issued for exploration and evaluation asset	2,272,000		193,120		-		-		-	-		193,120
Unrealized loss on marketable securities	-		-		-		-		(706,664)	-		(706,664)
Gain on marketable securities	-		-		-		-		(400)	400		-
Sale of treasury shares	-		-		120,000		-		-	(20,000)		100,000
Loss for the period	-		-		-		-		-	(99,319)		(99,319)
Balance - August 31, 2023	25,233,863	$	18,261,113	$	-	$	2,272,453	$	(935,160)	$ (16,684,377)	$	2,914,029

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

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TRES-OR RESOURCES LTD.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS UNAUDITED - PREPARED BY MANAGEMENT

(Expressed in Canadian Dollars)

For the six months ended August 31,

20232022

CASH FLOWS FROM OPERATING ACTIVITIES Net income (loss) for the period

Items not affecting cash Foreign exchange Gain on loan settlement Gain on property transfer

Settlement of flow through share premium liability Changes in non-cash working capital items

Receivables Prepaid expenses

Accounts payable and accrued liabilities Due to related parties

CASH FLOWS FROM INVESTING ACTIVITIES Exploration and evaluation assets expenditures Option payment received

Proceeds from sale of marketable securities

CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from sale of treasury shares Repayment of loan

Change in cash

Cash, beginning of the period

Cash, end of the period

$ (99,319) $ 301,925

(61)-

• (19,375)
• (358,053)

(12,480)(4,125)

4,77134,962

(5,515)(452)

(26,842)(21,912)

(15,536)5,432

(154,982)(61,598)

(50,753)(21,279)

• 350,000

2,000-

(48,753)328,721

100,000-

• (155,000)
  100,000(155,000)

(103,735)112,123

280,844258,727

$ 177,109 $ 370,850

Supplemental disclosure with respect to cash flows (Note 14)

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

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TRES-OR RESOURCES LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS UNAUDITED - PREPARED BY MANAGEMENT

FOR THE PERIODS ENDED AUGUST 31, 2023 AND 2022 (Expressed in Canadian Dollars)

1. NATURE AND CONTINUANCE OF OPERATIONS

Tres-Or Resources Ltd. (the "Company") was incorporated under the laws of the Province of British Columbia and is in the business of exploration and evaluation of mineral properties. To date, the Company has not earned significant revenues and is considered to be in the exploration stage. The Company is listed on the TSX Venture

Exchange ("TSX-V") under the trading symbol "TRS".

The Company's registered office address is Suite 1500 - 1055 West Georgia Street, Vancouver, BC, V6E 4N7, Canada.

The condensed consolidated interim financial statements are presented in Canadian dollars unless otherwise indicated, which is the functional currency of the Company and its subsidiaries.

The Company is in the process of exploring its exploration and evaluation assets and has not yet determined whether the properties contain reserves that are economically recoverable. The recoverability of the amounts shown for exploration and evaluation assets and related deferred exploration costs are dependent upon the existence of economically recoverable reserves, the ability of the Company to obtain necessary financing to complete the development of those reserves and upon future profitable production.

These condensed consolidated interim financial statements of the Company have been prepared using accounting policies applicable to a going concern, which contemplate the realization of assets and settlement of liabilities in the normal course of business as they fall due for the foreseeable future. The Company has working capital at August 31, 2023 of $250,964 and a deficit of $16,684,377. The Company has not generated revenue from operations; additional financing will be required in the foreseeable future to fund the Company's established business plan. These circumstances comprise a material uncertainty which may cast significant doubt as to the ability of the Company to continue as a going concern. The Company will continue to pursue opportunities to raise additional capital through equity markets and/or related party loans to fund its exploration and operating activities; however, there is no assurance of the success or sufficiency of these initiatives. The Company's ability to continue as a going concern is dependent upon it securing the necessary working capital and exploration requirements and eventually to generate positive cash flows either from operations or additional financing. These condensed consolidated interim financial statements do not reflect the adjustments to the carrying values of assets and liabilities and the reported expenses and statement of financial position classifications that would be necessary if the going concern assumption was inappropriate, and these adjustments could be material.

There are many external factors that can adversely affect general workforces, economies, and financial markets globally. Examples include, but are not limited to, the COVID-19 global pandemic and political conflict in other regions. It is not possible for the Company to predict the duration or magnitude of adverse results of such external factors and their effect on the Company's business or ability to raise funds.

2. BASIS OF PREPARATION AND SIGNIFICANT ACCOUNTING POLICIES

The condensed consolidated interim financial statements have been prepared on a historical cost basis, except for certain financial instruments that have been measured at fair value.

These condensed consolidated interim financial statements, including comparatives, have been prepared using accounting policies consistent with International Accounting Standards ("IAS") 34, Interim Financial Reporting.

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TRES-OR RESOURCES LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS UNAUDITED - PREPARED BY MANAGEMENT

FOR THE PERIODS ENDED AUGUST 31, 2023 AND 2022 (Expressed in Canadian Dollars)

2. BASIS OF PREPARATION AND SIGNIFICANT ACCOUNTING POLICIES (Cont'd)

Basis of Consolidation

These condensed consolidated interim financial statements include the accounts of the Company, which is incorporated under the laws of British Columbia, and its wholly owned subsidiaries: Temagami-Diamonds Ltd. and Vaaldiam do Brasil Mineração Ltda. All significant intercompany balances and transactions have been eliminated upon consolidation.

		Interest	Interest
		August 31,	February 28,
Name of subsidiary	Incorporation	2023	2023
Temagami-Diamonds Ltd.	Canada	100%	100%
Vaaldiam do Brasil Mineração	Brazil	100%	-
Ltda.

Significant Accounting Estimates and Judgments

The preparation of these condensed consolidated interim financial statements requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of expenses during the reporting period. Actual outcomes could differ from these estimates. These condensed consolidated interim financial statements include estimates which, by their nature, are uncertain. The impact of such estimates is pervasive throughout the financial statements and may require accounting adjustments based on future occurrences. Revisions to accounting estimates are recognized in the period in which the estimate is revised and future periods if the revision affects both current and future periods. These estimates are based on historical experience, current and future economic conditions and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

Critical accounting estimates

Significant assumptions about the future and other sources of estimation uncertainty that management has made at the financial position reporting date, that could result in a material adjustment to the carrying amounts of assets and liabilities, in the event that actual results differ from assumptions made, relate to, but are not limited to, the following:

1. whether or not an impairment has occurred in its exploration and evaluation assets;
2. the inputs used in the accounting for share-based payments expense; and
3. the inputs used in the accounting for finders' warrants and compensation options in share capital and equity reserves.

Critical accounting judgments

Examples of significant judgments, apart from those involving estimation, include:

• the accounting policies for exploration and evaluation assets

Significant accounting policies

The accounting policies applied by the Company in these condensed consolidated interim financial statements are the same as those applied by the Company as at and for the year ended February 28, 2023.

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TRES-OR RESOURCES LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS UNAUDITED - PREPARED BY MANAGEMENT

FOR THE PERIODS ENDED AUGUST 31, 2023 AND 2022 (Expressed in Canadian Dollars)

3. MARKETABLE SECURITIES

Marketable securities are recorded at fair value through other comprehensive income and are comprised of the following:

August 31, 2023

February 28, 2023

Common
shares	Market value	Cost

Common
shares	Market value	Cost

Kiboko Gold Inc.	6,002,400	$	600,240	$1,500,600	6,002,400	$	1,260,504	$	1,500,600
ESGold Corp.	1,160,000		11,600	46,400	1,200,000		60,000		48,000
		$	611,840	$1,547,000			$	1,320,504		$1,548,600

During the year ended February 28, 2023, the Company received 6,002,400 common shares of Kiboko Gold Inc. with a fair value of $1,500,600, as part of the option agreement relating to Fontana and Duvay gold projects.

During the year ended February 28, 2023, the Company received 1,200,000 common shares of ESGold Corp. with a fair value of $48,000, as part of the settlement of outstanding indebtedness to the Company.

4. RECEIVABLES

The Company's receivables arise from goods and services tax ("GST") and Quebec sales tax ("QST") receivable due from the Canadian taxation authorities.

	August 31,	February 28,
		2023		2023
Current
GST and QST receivable	$	3,379	$	8,150
	$	3,379	$	8,150

5. PURCHASE OF MINERAL PROPERTIES Minas Gerais and Mato Grosso, Brazil

On April 21, 2023 the Company completed the acquisition of Vaaldiam do Brasil Mineração Ltda. ("Vaaldiam") (Note 6).

The acquisition of Vaaldiam was treated as an asset acquisition. The fair value of the assets acquired and liabilities assumed as at date of acquisition were as follows:

Consideration

Fair value of 2,272,000 shares issued	$193,120
Total consideration value	$193,120
Net Assets
Exploration and evaluation assets	$200,559
Loans payable	(7,439)
Net assets acquired	$193,120

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TRES-OR RESOURCES LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS UNAUDITED - PREPARED BY MANAGEMENT

FOR THE PERIODS ENDED AUGUST 31, 2023 AND 2022 (Expressed in Canadian Dollars)

6. EXPLORATION AND EVALUATION ASSETS

		Fontana and
		Duvay Gold		Quebec		Brazil
			Projects,		Diamond		Diamond
			Quebec		Projects		Projects		Total
Balance, February 28, 2022	$	1,606,050	$	2,384,682	$	-	$	3,990,732
Expenditures
Acquisition costs		-		1,772		-		1,772
Consulting		-		234		-		234
Field work		-		88		-		88
Geological and geophysical		9,300		41,700		-		51,000
			9,300		43,794		-		53,094
Option payment		(350,000)		-		-		(350,000)
Mining tax credits and cost
recoveries	(1,265,350)		(19,345)		-		(1,284,695)
Balance, February 28, 2023		-		2,409,131		-		2,409,131
Expenditures
Acquisition costs		-		2,951		208,442		211,393
Consulting		-		297		-		297
Geological and geophysical		-		11,600		30,400		42,000
Office, miscellaneous and travel		-		-		7,622		7,622
			-		14,848		246,464		261,312
Balance, August 31, 2023		$	-	$	2,423,979	$	246,464	$	2,670,443

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