Carlin Gold Corporation (CGD) 2023年年度報告「TSX-V」.pdf

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1、1 CONSOLIDATED FINANCIAL STATEMENTS(Expressed in Canadian dollars)FOR THE YEARS ENDED DECEMBER 31,2023 and 2022 Index Page Consolidated Financial Statements Independent Auditors Report 2-4 Consolidated Statements of Financial Position 5 Consolidated Statements of Income and Comprehensive Income 6 Co

2、nsolidated Statements of Changes in Equity 7 Consolidated Statements of Cash Flows 8Notes to Consolidated Financial Statements9-25 VANCOUVER1700475 Howe StVancouver,BC V6C 2B3T:604 687 1231F:604 688 4675LANGLEY60019933 88 AveLangley,BC V2Y 4K5T:604 282 3600F:604 357 1376NANAIMO2011825 Bowen RdNanaim

3、o,BC V9S 1H1T:250 755 2111F:250 984 0886SMYTHE LLP|2INDEPENDENT AUDITORS REPORT TO THE SHAREHOLDERS OF Carlin Gold Corporation We have audited the consolidated financial statements of Carlin Gold Corporation and its subsidiary(the Company),which comprise:the consolidated statements of financial posi

4、tion as at December 31,2023 and 2022;the consolidated statements of income and comprehensive income for the years then ended;the consolidated statements of changes in equity for the years then ended;the consolidated statements of cash flows for the years then ended;and the notes to the consolidated

5、financial statements,including material accounting policy information.In our opinion,the accompanying consolidated financial statements present fairly,in all material respects,the consolidated financial position of the Company as at December 31,2023 and 2022,and its consolidated financial performanc

6、e and consolidated cash flows for the years then ended in accordance with International Financial Reporting Standards(“IFRS”).We conducted our audits in accordance with Canadian generally accepted auditing standards.Our responsibilities under those standards are further described in the section of o

7、ur 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

8、we have obtained in our audits is sufficient and appropriate to provide a basis for our opinion.We draw attention to Note 1 in the consolidated financial statements,which indicates that the Company incurred an accumulated deficit of$7,946,566 as at December 31,2023.As stated in Note 1,these events o

9、r conditions,along with other matters as set forth in Note 1,indicate that a material uncertainty exists that may cast significant doubt on the Companys ability to continue as a going concern.Our opinion is not modified in respect of this matter.Key audit matters are those matters that,in our profes

10、sional judgment,were of most significance in our audit of the consolidated financial statements for the year ended December 31,2023.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

11、separate opinion on these matters.Except for the matter described in the section,we have determined that there are no other key audit matters to communicate in our auditors report.VANCOUVER1700475 Howe StVancouver,BC V6C 2B3T:604 687 1231F:604 688 4675LANGLEY60019933 88 AveLangley,BC V2Y 4K5T:604 28

12、2 3600F:604 357 1376NANAIMO2011825 Bowen RdNanaimo,BC V9S 1H1T:250 755 2111F:250 984 0886SMYTHE LLP|Management is responsible for the other information.The other information comprises the information included in Managements Discussion and Analysis.Our opinion on the consolidated financial statements

13、 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 ma

14、terially inconsistent with the consolidated financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.We obtained Managements Discussion and Analysis prior to the date of this auditors report.If,based on the work we have performed,we conclude that th

15、ere is a material misstatement of this other information,we are required to report that fact.We have nothing to report in this regard.Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with IFRS,and for such internal control as

16、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 Companys ability to continue as a go

17、ing 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 overse

18、eing the Companys financial reporting process.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 auditors report that includes our opinion.Reasonable assura

19、nce 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 th

20、e 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 s

21、kepticism 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

22、 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.VANCOUVER1700475 Howe StVancouver,BC V6C 2B3T:

23、604 687 1231F:604 688 4675LANGLEY60019933 88 AveLangley,BC V2Y 4K5T:604 282 3600F:604 357 1376NANAIMO2011825 Bowen RdNanaimo,BC V9S 1H1T:250 755 2111F:250 984 0886SMYTHE LLP|Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in

24、the circumstances,but not for the purpose of expressing an opinion on the effectiveness of the Companys 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

25、of managements 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 Companys ability to continue as a going concern.If we conclude that a material uncertainty

26、 exists,we are required to draw attention in our auditors 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 auditors report.However,futu

27、re 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

28、 events in a manner that achieves fair presentation.Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the consolidated financial statements.We are responsible for the direction,supervisi

29、on and performance of the group audit.We remain solely responsible for our audit opinion.We communicate with those charged with governance regarding,among other matters,the planned scope and timing of the audit and significant audit findings,including any significant deficiencies in internal control

30、 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 independenc

31、e,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 m

32、atters in our auditors 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 pu

33、blic interest benefits of such communication.The engagement partner on the audit resulting in this independent auditors report is Karen Ka Yee Cheng.Chartered Professional AccountantsVancouver,British ColumbiaApril 23,20245 Consolidated Statements of Financial Position As at December 31,2023 and 202

34、2(Expressed in Canadian dollars)Cash$747,962$198,970Accounts receivable32,0115,106Marketable securities(Note 5)1,174,914766,2901,954,887970,3662,031,4821,920,830$3,986,369$2,891,196Trade payables and accrued liabilities$20,783$26,168Other amounts due to related parties(Note 9)5,323771,53326,106797,7

35、01Share capital(Note 7)11,877,08910,603,291Reserves-Stock options(Note 7(c)29,740-Deficit(7,946,566)(8,509,796)3,960,2632,093,495$3,986,369$2,891,19620232022Years ended December 31AssetsExploration and evaluation properties(Note 6)Current assets:LiabilitiesCurrent liabilities:Equity“K.Wayne Livingst

36、one”“Robert Culbert”Director Director See accompanying notes to consolidated financial statements6 Consolidated Statements of Income and Comprehensive Income For the years ended December 31,2023 and 2022(Expressed in Canadian dollars)20232022Expenses:Accounting and audit$22,268$31,514 Legal fees46,6

37、236,419 Management and administration fees(Note 9)60,00060,000 Office16,3379,204 Regulatory fees15,0808,198 Share-based payments(Note 7(c)29,740-Technical consulting 9,31323,423 Transfer agent fees17,188 3,487(216,549)(142,245)Foreign exchange loss(899)(14,339)Gain on sale of exploration and evaluat

38、ion assets(Notes 5,6(b)738,000509,000Gain on sale of marketable securities(Note 5)28,85917,235Fair value change of marketable securities(Note 5)(57,376)29,790Write-down of exploration properties(Note 6)(11,273)(10,858)Write-down of amounts due to related parties(Note 9)82,468-Net income and comprehe

39、nsive income for the year$563,230$388,583Income per share,basic and diluted$0.04$0.00Weighted average number of common shares outstanding 14,078,74188,939,464Years ended December 31See accompanying notes to consolidated financial statements.7 Consolidated Statements of Changes in Equity For the year

40、s ended December 31,2023 and 2022(Expressed in Canadian dollars)Reserves Number of Shares*AmountStock optionsDeficitTotal equityBalance,December 31,2021 8,893,946$10,603,291$111,171($9,009,550)$1,704,912 Expiry of stock options(Note 7(c)-(111,171)111,171 -Net income for the year -388,583 388,583 Bal

41、ance,December 31,20228,893,946$10,603,291-$($8,509,796)$2,093,495Units issued for private placement(Note 7(b)5,050,000606,000-606,000Shares issued fo debt settlement(Note 7(b)and 9)4,600,000690,000-690,000Share based payments(Note 7(c)-29,740-29,740 Share issue costs(Note 7(b)-(22,202)-(22,202)Net i

42、ncome for the year -563,230 563,230 Balance,December 31,202318,543,946$11,877,089$29,740($7,946,566)$3,960,263 Share Capital*Restated to reflect share consolidation which took effect on June 6,2023(Note 1).See accompanying notes to consolidated financial statements.8 Consolidated Statements of Cash

43、Flows For the years ended December 31,2023 and 2022(Expressed in Canadian dollars)20232022Operating Activities:Net income for the year$563,230$388,583 Items not affecting cash:Gain on sale of exploration and evaluation property(Notes 6(c),7(b)(738,000)-Recovery of exploration costs paid in shares-(4

44、09,000)Share-based payments(Note 7(c)29,740 -Gain on sale of marketable securities(28,859)(17,235)Fair value change of marketable securities(Note 5)57,376(29,790)Write-down of exploration and evaluation properties(Note 6)11,27310,858 Write-off of amounts due to related parties(Note 9)(82,468)-Change

45、 in non-cash operating working capital:Accounts receivable(26,905)(2,469)Trade payables and accrued liabilities(5,384)(13,475)Amounts due to related parties 6,25898,881Cash provided by(used in)operating activities(213,739)26,353Investing Activities:Exploration and evaluation property expenditures(No

46、te 6)(121,926)(43,580)Proceeds from sale of marketable securities(Note 5)300,859 197,235 Cash provided by investing activities178,933153,655Financing Activities:Private placement proceeds(Note 7(b)606,000-Share issuance costs(Note 7(b)(22,202)-Cash Provided by Financing Activities 583,798 -Increase

47、in cash548,992180,008Cash,beginning of year 198,970 18,962 Cash,End of Year$747,962$198,970Supplemental cash flow information:Interest paid$-$-Income taxes paid$-$-Shares for debt settlements(Note 7(b)and 8)$690,000$-Years ended December 31See accompanying notes to consolidated financial statements.

48、Notes to Consolidated Financial Statements For the years ended December 31,2023 and 2022(Expressed in Canadian dollars)_9 1.NATURE OF OPERATIONS AND GOING CONCERN Carlin Gold Corporation(the“Company”)is registered under the British Columbia Business Corporations Act and trades on the TSX Venture Exc

49、hange.The Company is in the business of acquiring,exploring and developing mineral properties in Nevada and Yukon,and has not yet determined whether its properties contain ore reserves that are economically recoverable.The head office and principal address of the Company is situated at Suite 405 375

50、 Water Street,Vancouver,British Columbia,Canada,V6B 5C6.The Company has not generated any operating revenue since inception,has never paid dividends and is unlikely to pay dividends or generate operating earnings in the immediate or foreseeable future.As at December 31,2023,the Company has incurred

51、an accumulated deficit of$7,946,566(2022-$8,509,796).The continuation of the Company as a going concern is dependent upon the ability of the Company to obtain necessary equity financing to continue operations and to determine the existence,discovery and successful exploitation of economically recove

52、rable reserves in its mineral properties,confirmation of the Companys interests in the underlying properties and the attainment of profitable operations,or realize proceeds from sale of properties.The Company will require additional capital to finance future operations and growth.If the Company is u

53、nable to obtain additional financing,the Company would be unable to continue.There can be no assurance that managements plans will be successful.The business of mineral exploration involves a high degree of risk and there is no assurance that current exploration projects will result in future profit

54、able mining operations.The Company has no source of revenue,and has significant cash requirements to meet its administrative overhead,pay its liabilities and maintain its mineral interests.The recoverability of amounts shown for exploration and evaluation properties is dependent on several factors.T

55、hese include the discovery of economically recoverable reserves,the ability of the Company to obtain the necessary financing to complete the exploration and development of these exploration and evaluation properties and establish future profitable production,or realize proceeds from the disposition

56、of exploration and evaluation properties.The carrying value of the Companys exploration and evaluation properties does not reflect current or future values.These matters indicate the existence of material uncertainties that may cast significant doubt about the Companys ability to continue as a going

57、 concern.These consolidated financial statements do not include any adjustments relating to the recoverability of assets and classification of assets and liabilities that might be necessary should the Company be unable to continue as a going concern.Such adjustments could be material.On June 6,2023,

58、the Company consolidated its outstanding share capital on the basis of 10 pre-consolidated common shares for one post-consolidation share.All share amounts have been adjusted to reflect the consolidation.Notes to Consolidated Financial Statements For the years ended December 31,2023 and 2022(Express

59、ed in Canadian dollars)10 2.BASIS OF PRESENTATION The accompanying consolidated financial statements have been prepared in accordance with International Financial Reporting Standards(“IFRS”),as issued by the International Accounting Standards Board(“IASB”).The accounting policies,methods of computat

60、ion and presentation applied in these consolidated financial statements are consistent with those of the previous financial year.a)Approval of consolidated financial statements These consolidated financial statements of the Company for the years ended December 31,2023 and 2022 were approved and auth

61、orized for issue by the Board of Directors on April 23,2024.b)Basis of measurement The consolidated financial statements have been prepared on a historical cost basis,except for certain financial instruments,which are stated at their fair values.In addition,these consolidated financial statements ha

62、ve been prepared using the accrual basis of accounting,except for cash flow information.The preparation of consolidated financial statements in compliance with IFRS requires management to make certain critical accounting estimates.It also requires management to exercise judgment in applying the Comp

63、anys accounting policies.The areas involving a higher degree of judgment of complexity,or areas where assumptions and estimates are significant to the consolidated financial statements are disclosed in Note 3.c)Basis of consolidation These consolidated financial statements include the accounts of th

64、e Company and its 100%controlled entity,Carlin Gold US Inc.(a Nevada corporation).A subsidiary is an entity in which the Company has control,where control requires exposure or rights to variable returns and the ability to affect those returns through power over the investee.Inter-company balances an

65、d transactions,including unrealized income and expenses arising from inter-company transactions,are eliminated on consolidation.d)New standards and interpretations Adoption of amendments to IAS 1-Presentation of Financial Statements(“IAS 1”):In February 2021,the IASB issued amendments to IAS 1 and t

66、he IFRS Practice Statement 2 Making Materiality Judgements to provide guidance on the application of materiality judgements to accounting policy disclosures.The amendments to IAS 1 replace the requirement to disclose significant accounting policies with a requirement to disclose material accounting

67、policies.Guidelines and illustrative examples are added in the Practice Statement to assist in the application of materiality concept when making the judgements about accounting policy disclosures.Effective January 1,2023,the Company adopted these amendments prospectively.These amendments had no mat

68、erial impact to these consolidated financial statements.”Other accounting standards or amendments to existing accounting standards that have been issued but have future effective dates have been assessed by the Company and are not expected to have a significant impact on the Companys consolidated fi

69、nancial statements.The Company has not early adopted these standards.Notes to Consolidated Financial Statements For the years ended December 31,2023 and 2022(Expressed in Canadian dollars)11 3.MATERIAL ACCOUNTING POLICIES a)Judgments and estimates The preparation of these consolidated financial stat

70、ements requires management to make judgments,estimates and assumptions that affect the application of policies and reported amounts of assets,liabilities,revenues and expenses.The estimates and associated assumptions are based on historical experience and various other factors that are believed to b

71、e reasonable under the circumstances and which form the basis of making judgments about carrying values of assets and liabilities that are not readily apparent from other sources.Actual results may differ from these estimates.The estimates and underlying assumptions are reviewed on an ongoing basis.

72、Revisions to accounting estimates are recognized in the period in which the estimate is revised,if the revision affects only that period,or in the period of the revision and future periods if the revision affects both current and future periods.Significant assumptions about the future and other sour

73、ces of estimation uncertainty that management has made 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:Critical accounting estimates Critical acco

74、unting estimates are estimates and assumptions made by management that may result in a material adjustment to the carrying amount of assets and liabilities within the next financial year and include,but are not limited to,the following:Share-based Payments A significant area requiring the use of est

75、imates relates to the determination of the inputs to the Black Scholes option pricing model,which is used to measure the fair value of share-based payments pursuant to the issuance of stock options.Changes in these inputs assumptions can significantly affect the fair value estimate.Critical accounti

76、ng judgments Information about critical judgments in applying accounting policies that have the most significant effect on the amounts recognized in the consolidated financial statements include,but are not limited to,the following:Going concern The assessment of the Companys ability to continue as

77、a going concern and to raise sufficient funds to pay its ongoing operating expenditures,meet its liabilities for the ensuing year,and to fund planned and contractual exploration programs involves significant judgment based on historical experience and other factors,including expectation of future ev

78、ents that are believed to be reasonable under the circumstances.Notes to Consolidated Financial Statements For the years ended December 31,2023 and 2022(Expressed in Canadian dollars)12 3.MATERIAL ACCOUNTING POLICIES(Continued)a)Judgments and estimates(Continued)Exploration and evaluation properties

79、 Management is required to make judgments on the status of each mineral property and the future plans with respect to finding commercial reserves.The nature of exploration and evaluation activity is such that only a few projects are ultimately successful and some assets are likely to become impaired

80、 in future periods.Assets or cash-generating units are evaluated at each reporting date to determine whether there are any indicators of impairments.The Company considers both internal and external sources of information when making the assessment of whether there are indications of impairment for t

81、he Companys exploration and evaluation properties.Management uses several criteria in its assessments of economic recoverability and probability of future economic benefit including geologic and metallurgic information,economic assessments/studies,accessible facilities and existing permits.b)Foreign

82、 currency translation The functional and reporting currency of the Company and its subsidiary is the Canadian dollar.Transactions in currencies other than the functional currency are recorded at the rate of exchange prevailing on the dates of transactions.Monetary assets and liabilities that are den

83、ominated in foreign currencies are translated at the rates prevailing at each reporting date.Non-monetary assets and liabilities denominated in foreign currencies that are measured at fair value and revenues and expenses denominated in foreign currencies are retranslated to the functional currency a

84、t the exchange rate on the date of the transaction.Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated.Foreign currency translation differences are recognized in profit or loss.c)Exploration and evaluation properties Costs directly related to t

85、he exploration and evaluation of resource properties are capitalized once the legal rights to explore the resource properties are acquired and obtained.If it is determined that capitalized acquisition,exploration and evaluation costs are not recoverable,or the property is abandoned or management has

86、 determined an impairment in value,the cash generating unit is written down to its recoverable amount.Resource properties are reviewed for impairment at each reporting date.From time to time,the Company acquires or disposes of properties pursuant to the terms of option agreements.Options are exercis

87、able entirely at the discretion of the optionee,and accordingly,are recorded as mineral property costs or recoveries when the payments are made or received.After costs are recovered,the balance of the payments received are recorded as a gain on option or sale of mineral property.Notes to Consolidate

88、d Financial Statements For the years ended December 31,2023 and 2022(Expressed in Canadian dollars)13 3.MATERIAL ACCOUNTING POLICIES(Continued)d)Exploration and evaluation properties(continued)The Companys exploration and evaluation assets are reviewed for an indication of impairment at the end of e

89、ach reporting period.If an indication of impairment exists,the Company makes an estimate of the assets recoverable amount.Individual assets are grouped for impairment assessment purposes at the lowest level at which there are identifiable cash flows that are largely independent of the cash flows of

90、other groups of assets.The recoverable amount of an asset group is the higher of its fair value less costs to sell and its value in use.Where the carrying amount of an asset group exceeds its recoverable amount,the asset group is considered impaired and is written down to its recoverable amount.Impa

91、irment losses are recognized in profit or loss to the extent the carrying amount exceeds the recoverable amount.In assessing value in use,the estimated future cash flows are adjusted for the risks specific to the asset group and are discounted to their present value using a pre-tax discount rate tha

92、t reflects current market assessments of the time value of money.An assessment is made at each reporting date as to whether there is any indication that previously recognized impairment losses may no longer exist or may have decreased.If such indication exists,the recoverable amount is estimated.A p

93、reviously recognized impairment loss is reversed only if there has been a change in the estimates used to determine the assets recoverable amount.An impairment loss is reversed only to the extent that the assets carrying amount does not exceed the carrying amount that would have been determined,net

94、of depreciation,if no impairment loss had been recognized.e)Provision for closure and reclamation The Company recognizes liabilities for legal or constructive obligations associated with the retirement of resource properties and equipment.The net present value of future rehabilitation costs is capit

95、alized to the related asset along with a corresponding increase in the rehabilitation provision in the period incurred.Discount rates using a pre-tax rate that reflects the time value of money are used to calculate the net present value.The Companys estimates of reclamation costs could change as a r

96、esult of changes in regulatory requirements,discount rates and assumptions regarding the amount and timing of the future expenditures.These changes are recorded directly to the related assets with a corresponding entry to the rehabilitation provision.The increase in the provision due to the passage

97、of time is recognized as interest expense.Notes to Consolidated Financial Statements For the years ended December 31,2023 and 2022(Expressed in Canadian dollars)14 3.MATERIAL ACCOUNTING POLICIES(Continued)f)Share-based payments The Company has a stock option plan that is described in Note 7(c).Share

98、-based payments to employees are measured at the fair value of the instruments issued and amortized over the vesting periods.Share-based payments to non-employees are measured at the fair value of the goods or services received or the fair value of the equity instruments issued,if it is determined t

99、he fair value of the goods or services cannot be reliably measured,and are recorded at the date the goods or services are received.The fair value of the instruments issued is measured using the Black-Scholes option pricing model.The amount recognized as an expense is adjusted to reflect the number o

100、f awards expected to vest.The offset to the recorded cost is to option reserve.Consideration received on the exercise of stock options is recorded as share capital and the related option reserve is transferred to share capital.When options and warrants expire or are forfeited unexercised,such amount

101、s are transferred to deficit.Charges for options that are forfeited before vesting are reversed from option reserve.g)Earnings per share Basic earnings per share is calculated by dividing the income available to common shareholders by the weighted average number of common shares outstanding in the y

102、ear.For all years presented,the income available to common shareholders equals the reported income.Diluted earnings per share is calculated by the treasury stock method.Under the treasury stock method,the weighted average number of common shares outstanding for the calculation of diluted earnings pe

103、r share assumes that the proceeds to be received on the exercise of dilutive share options and warrants are used to repurchase common shares at the average market price during the period.In the Companys case,diluted earnings per share for the years ended December 31,2023 and 2022 are the same as bas

104、ic earnings per share,as the effects of including all outstanding options would be anti-dilutive.Notes to Consolidated Financial Statements For the years ended December 31,2023 and 2022(Expressed in Canadian dollars)15 3.MATERIAL ACCOUNTING POLICIES(Continued)h)Financial instruments Financial assets

105、 The Company measures its financial assets as fair value through profit or loss.The measurement depends on the purpose for which the financial assets were acquired.Management determines the measurement of financial assets at recognition.Financial assets at fair value through profit or loss(“FVTPL”)F

106、inancial instruments classified as FVTPL are stated at fair value with any changes in fair value recognized in earnings for the period.Marketable securities and cash are included in this category of financial assets.Impairment of financial assets At each reporting date the Company assesses whether t

107、here is any objective evidence that a financial asset or a group of financial assets is impaired.A financial asset or group of financial assets is deemed to be impaired,if,and only if,there is objective evidence of impairment as a result of one or more events that has occurred after the initial reco

108、gnition of the asset and that event has an impact on the estimated future cash flows of the financial asset or the group of financial assets.Financial liabilities The Company classifies its financial liabilities in the following categories:other financial liabilities and financial liabilities at fai

109、r value through profit or loss.Other financial liabilities Other financial liabilities are non-derivatives and are recognized initially at fair value,net of transaction costs incurred,and are subsequently stated at amortized cost.Any difference between the amounts originally received,net of transact

110、ion costs,and the redemption value is recognized in profit or loss over the period to maturity using the effective interest method.Other financial liabilities are classified as current or non-current based on their maturity date.Other financial liabilities include trade payables and accrued liabilit

111、ies and other amounts due to related parties.The following table summarizes the fair value hierarchy under which the Companys financial instruments are valued.Level 1-Unadjusted quoted prices in active markets for identical assets or liabilities Level 2-Inputs other than quoted prices included in Le

112、vel 1 that are observable for the asset or liability,either directly or indirectly;and Level 3-Inputs for the asset or liability that are not based upon observable market data.Notes to Consolidated Financial Statements For the years ended December 31,2023 and 2022(Expressed in Canadian dollars)16 3.

113、MATERIAL ACCOUNTING POLICIES(Continued)i)Financial instruments(continued)j)Share capital The Company records proceeds from share issuances,net of issue costs.Common shares issued for consideration other than cash are valued based on their market value at the date the agreement to issue shares is con

114、cluded.k)Valuation of equity units issued in private placements Proceeds received on the issuance of units,consisting of common shares and warrants,are allocated first to common shares based on the market trading price of the common shares at the time the units are priced,and any excess is allocated

115、 to warrants.4.FINANCIAL INSTRUMENTS AND RISK MANAGEMENT The Company has classified its cash and marketable securities as FVTPL;and trade payables and accrued liabilities,loan payable to related party and other amounts due to related parties,as other financial liabilities.Fair value The carrying val

116、ues of trade payables and accrued liabilities and other amounts due to related parties all approximate their fair value due to the short-term nature of these financial instruments.At December 31,2023 and 2022,the marketable securities are valued using quoted prices(unadjusted)from an active market(L

117、evel 1).The principal risks to which the Companys financial instruments are exposed are described below.a)Credit risk Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations.The Company is exposed to c

118、redit risk on its cash.However,this risk is minimized as all amounts are held with major Canadian and American financial institutions.The Companys concentration of credit risk and maximum exposure thereto is as follows:December 31 2023December 31 2022Cash Canada$738,252$198,019Cash USA9,710951Total$

119、747,962$198,970Notes to Consolidated Financial Statements For the years ended December 31,2023 and 2022(Expressed in Canadian dollars)17 4.FINANCIAL INSTRUMENTS AND RISK MANAGEMENT(continued)b)Liquidity risk Liquidity risk is the risk that the Company will be unable to meet its financial obligations

120、 as they become due.The Company ensures that there is sufficient capital in order to meet short-term business requirements,after taking into account the Companys holdings of cash.The Company manages its liquidity risk by forecasting cash flows from operations and anticipated investing and financing

121、activities.The Company is dependent on raising funds through the issuance of shares,obtaining debt financing and/or attracting joint venture partners in order to undertake further exploration and development of its mineral properties and finance office and administrative expenditures.There can be no

122、 assurance the Company will be able to raise funds in the future.The Company owns marketable securities,which are recorded as FVTPL.The Company may,from time to time,liquidate a portion of its holdings depending on market conditions and the Companys cash requirements.Depending on timing,the Companys

123、 ability to liquidate these securities is subject to price fluctuations and market conditions,which may affect the Companys ability to liquidate the securities in a timely manner.At December 31,2023,the Company had trade payables totaling$20,783(2022-$26,168),which are currently due and other amount

124、s due to related parties totaling$5,323(2022-$771,533).c)Market risk Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate due to changes in market prices.Market risk comprises three types of risk:interest rate risk,foreign currency risk and other

125、price risk.(i)Interest rate risk The Company is not exposed to significant interest rate risk.The Companys bank accounts earn interest at variable rates.Future cash flows from interest income on cash will be immaterially affected by interest rate fluctuations.(ii)Foreign currency risk As at December

126、 31,2023,certain of the Companys financial instruments are held in US dollars.The Company has operations in Nevada,USA.As a result,the Company is exposed to foreign currency risk from fluctuations between the Canadian and US dollar.The Company does not use derivatives or similar techniques to manage

127、 currency risk.As at December 31,2023,the Company is exposed to foreign currency risk on$14,983(2022-$2,396)cash.Notes to Consolidated Financial Statements For the years ended December 31,2023 and 2022(Expressed in Canadian dollars)18 4.FINANCIAL INSTRUMENTS AND RISK MANAGEMENT(Continued)c)Market ri

128、sk(continued)(iii)Other price risk Other price risk is the risk that the future cash flows of a financial instrument will fluctuate due to changes in market prices,other than those arising from currency risk or interest rate risk.The Companys marketable securities are carried at market value and are

129、,therefore,directly affected by fluctuations in the market value of the underlying securities.The Companys sensitivity analysis suggests that a 50%(2022-50%)change in market prices would change other comprehensive income/loss by approximately$587,000(2022-$383,000).5.MARKETABLE SECURITIES At Decembe

130、r 31,2023 and 2022,the Company owned the following available-for-sale investments:Number of SharesCostFair ValueNumber of SharesCostFair ValueAmerican Pacific Mining Corp.220,250 -56,164$220,250 -79,290$HighGold Mining Inc.200,000 -68,000$200,000 -138,000$Fireweed Zinc Ltd.250,000 -297,500$250,000 -

131、255,000$Onyx Gold Corp.50,000 -10,750$-$Snowline Gold Corp.150,000 -742,500$100,000 -294,000$Total1,174,914$766,290$December 31,2023December 31,2022In March 2022,the Company sold 250,000 shares of Snowline Gold Corp.and recorded a gain of$17,250 on the sale.The Company received cash proceeds of$197,

132、235 on the sale of the shares.In September 2022,the Company received 200,000 shares of HighGold Mining Inc.(“HighGold”)valued at$134,000 as part of the consideration for the sale of its Yukon mineral claims to HighGold.In October 2022,the Company received 100,000 shares of Snowline valued at$275,000

133、 in regard to an amended mineral option agreement with Snowline for the Yukon mineral claims.In June 2023,the Company received 50,000 shares of Onyx Gold Corp.(“Onyx”)as a result of owning shares of HighGold when it completed a spin-out and distributed shares of Onyx to its shareholders.In August 20

134、23,the Company received 150,000 shares of Snowline valued at$738,000 in regard to the final share payment received on an amended mineral option agreement with Snowline for the Yukon mineral claims.In the year ended December 31,2023,the Company sold 100,000 shares of Snowline and recorded a gain of$2

135、8,859 on the sale of the shares.The Company received cash proceeds of$300,859 on the sale of the shares.In the year ended December 31,2023,the Company recorded an aggregate loss of$57,376(2022-$29,790 gain)relating to the fair value change of its investments.Notes to Consolidated Financial Statement

136、s For the years ended December 31,2023 and 2022(Expressed in Canadian dollars)19 6.EXPLORATION AND EVALUATION PROPERTIES The following is a summary of the Companys exploration and evaluation properties:Cortez SummitIvyWillowYukonTotalBalance,December 31,20211,888,106$-$1$1$1,888,108$Acquisition cost

137、s32,723$-$10,857$-$43,580$Writedown of exploration and evaluation property-(10,857)-(10,857)Disposition of exploration and evaluation property(Note 6(c)-(1)(1)Balance,December 31,20221,920,829$-$1$-$1,920,830$Acquisition costs33,93961,92811,261-107,128Geological and maintenance3,25111,53412-14,797Wr

138、itedown of exploration and evaluation property-(11,273)-(11,273)Balance,December 31,20231,958,019$73,462$1$-$2,031,482$In the year ended December 31,2023,the Company incurred expenditures of$121,926(2022-$43,580)and writedowns of$11,273(2022-$10,858)on its Nevada exploration and evaluation propertie

139、s.a)Cortez Summit Property,Nevada USA The Company owns a 100%interest in claims in the Cortez gold trend in Eureka County,Nevada,which were acquired by staking and are not subject to any royalties.b)Ivy Property,Nevada USA In October 2023,the Company acquired a copper-gold property in northeastern N

140、evada USA through purchase of a 100%interest of a core claim group from a private party and additional claim staking by the Company.The property consists of 108 unpatented mining claims(the Ivy Property).The purchase price of the purchased claims was US$25,000 and a 1%net smelter production royalty

141、on gold and silver and 0.75%on all other metals,to the seller.As at December 31,2023,the Company incurred costs of US$20,882 for the additional claims staked and$11,534 in geological costs on the property.c)Gain on sale of Yukon mineral claims In October 2022,the Company received a$25,000 cash payme

142、nt and 100,000 shares of Snowline Gold Corp.valued at$275,000,in regard to an amended mineral option agreement with Snowline.In August 2023,the Company received 150,000 shares of Snowline as the final option payment which completed the sale of certain Yukon mineral claims to Snowline under a mineral

143、 property option agreement first announced in 2021.The$738,000 value of the shares was recorded as a gain on sale of exploration and evaluation property during the year ended December 31,2023.d)Closure costs The Company has assessed that it does not have any closure costs at this time.Notes to Conso

144、lidated Financial Statements For the years ended December 31,2023 and 2022(Expressed in Canadian dollars)20 6.EXPLORATION AND EVALUATION PROPERTIES(Continued)d)Realization of assets The investment in and expenditures on exploration and evaluation properties comprise a significant portion of the Comp

145、anys assets.Realization of the Companys investment in these assets is dependent upon the establishment of legal ownership,the attainment of successful production from the properties or proceeds from their disposal.Resource exploration and development are highly speculative and contain inherent risks

146、.While the rewards if an ore body is discovered can be substantial,few properties that are explored are ultimately developed into producing mines.There can be no assurance that current exploration programs will result in the discovery of economically viable quantities of ore.The amounts shown for ac

147、quisition costs and deferred exploration expenditures represent costs incurred to date and do not necessarily reflect present or future values.These costs will be depleted over the useful lives of the properties upon commencement of commercial production or written off if the properties are abandone

148、d or the claims allowed to lapse.e)Environmental The Company is subject to the laws and regulations relating to environmental matters in all jurisdictions in which it operates,including provisions relating to property reclamation,discharge of hazardous material and other matters.The Company may also

149、 be held liable should environmental problems be discovered that were caused by former owners and operators of its properties and properties in which it has previously had an interest.The Company is not aware of any existing environmental problems related to any of its current or former properties t

150、hat may result in material liability to the Company.Environmental legislation is becoming increasingly stringent,and costs and expenses of regulatory compliance are increasing.The impact of new and future environmental legislation on the Companys operations may cause additional expenses and restrict

151、ions.If the restrictions adversely affect the scope of exploration and development on the mineral property interests,the potential for production on the property may be diminished or negated.f)Title to mineral property interests Although the Company has taken steps to verify title to its exploration

152、 and evaluation properties,in accordance with industry standards for the current stage of exploration of such properties,these procedures do not guarantee the Companys title.Property title may be subject to unregistered prior agreements or transfers and title may be affected by undetected defects.No

153、tes to Consolidated Financial Statements For the years ended December 31,2023 and 2022(Expressed in Canadian dollars)21 7.SHARE CAPITAL a)Authorized:unlimited number of common shares without par value b)Issued and outstanding at December 31,2023:18,543,964 common shares i)On June 14,2023,the Company

154、 completed a private placement issuing 5,050,000 common shares at an issue price of$0.12 per unit for total proceeds of$606,000.Each unit consisted of one common share and one non-transferable share purchase warrant.Each warrant entitles the holder to purchase one common share at a price of$0.20 per

155、 share until June 6,2028.The Company incurred share issue costs of$22,202 in connection with the private placement.ii)On June 28,2023,the Company issued 4,600,000 common shares at a deemed price of$0.15 per common share to three officers and directors of the Company in a shares-for-debt settlement t

156、ransaction to settle debts having an aggregate value of$690,000(Note 9).c)Stock options On August 25,2022,the Company adopted a new stock option plan(the“Plan”)whereby the board of directors may,from time to time,grant options directors,officers,employees,management company employees,consultants and

157、 eligible charitable organizations(as such terms are defined in the Plan)of the Company and its subsidiaries(collectively Eligible Persons).The purpose of the Plan is to give to Eligible Persons as additional compensation,the opportunity to participate in the success of the Company by granting to su

158、ch individuals Options,exercisable over periods of up to ten years as determined by the board of directors of the Company,to buy shares of the Company at a price not less than the Market Price prevailing on the date the Option is granted less applicable discount,if any,permitted by the policies of t

159、he Exchanges and approved by the Board.The maximum number of options to be granted under the Plan is 10%of the outstanding shares of the Company A summary of the status of the Companys stock options at December 31,2023 and 2022 and changes during the years then ended are as follows:WeightedWeightedN

160、umber ofaverageNumber ofaverageoptions*exercise price*options*exercise price*Balance,beginning of year-$175,0000.80$Granted*172,5000.50-Expired-(175,000)0.80Balance,end of year172,5000.50$-$Year endedYear endedDecember 31,2023December 31,2022 *Restated to reflect share consolidation which took place

161、 on June 6,2023.Notes to Consolidated Financial Statements For the years ended December 31,2023 and 2022(Expressed in Canadian dollars)22 7.SHARE CAPITAL(continued)c)Stock options(continued)In January 2023 the Company issued 172,500 stock options for the purchase of up to 172,500 shares of the Compa

162、ny at an exercise price of$0.50 per share with a five-year term and recorded$29,740 in stock options reserves and to share based payments expense.The fair value of the stock options was estimated as of the date of grant,using the Black-Scholes option pricing model with the following assumptions:Janu

163、ary 2023Risk-free interest rate2.76%Expected life(in days)1,825Annualized volatility150.00%Dividend raten/aExpected stock price volatility was derived from an average volatility based on historical movements in the closing prices of the Companys stock for a length of time equal to the expected life

164、of the options.The risk-free rate of return is the yield on a zero-coupon Canadian Treasury Bill of a term consistent with the assumed option life.The expected average option term is the average expected period to exercise,based on the historical activity patterns for each individually vesting tranc

165、he.The expected dividend rate is estimated at 0.00%as the Company does not have a history of issuing and paying dividends.During the year ended December 31,2022,175,000 stock options expired and$111,171,was reclassified from stock option reserves to deficit.A summary of the Companys stock options as

166、 at December 31,2023 is as follows(there were no stock options outstanding at December 31,2022):Expiry DateWeightedAverageExercise PriceNumber of Options OutstandingWeighted Average Remaining Contractual Life(in years)Number of Options Exercisable(vested)January 13,2028$0.50172,5003.96172,500d)Warra

167、nts On June 14,2023,in connection with its private placement(Note 7(b)(ii)the Company issued 5,050,000 warrants exercisable at a price of$0.20 per warrant for a period of five years.As at December 31,2023,the remaining contractual life is 4 years.Notes to Consolidated Financial Statements For the ye

168、ars ended December 31,2023 and 2022(Expressed in Canadian dollars)23 8.INCOME TAXES Income tax expense differs from the amount that would be computed by applying the Canadian statutory income tax rate of 27%(2022-27%)to income before income taxes.The reason for the differences is as follows:20232022

169、 Income before tax$563,230$388,583Statutory income tax rate 27.0%27.0%Expected income tax 152,072104,918Exploration properties(11,945)(124,770)Under provided in prior years 40,21022,477Impact of foreign exchange on tax assets and liabilities 23,618(40,887)Unused tax losses and tax offsets not recogn

170、ized in tax assets(203,955)38,262Total income taxes$-$-The tax effected items that give rise to significant portions of the deferred income tax assets and deferred income tax liabilities at December 31,2023 and 2022 are presented below:20232022 Marketable securities$-$-Non-capital loss carry-forward

171、s utilized-Net deferred income tax liability$-$-The Company recognizes tax benefits or losses or other deductible amounts generated in countries where the probable criteria for the recognition of deferred tax assets have been met.The Companys unrecognized deductible temporary differences and unused

172、tax losses for which no deferred tax asset is recognized consist of the following amounts:20232022 Future income tax assets Non-capital loss carry-forwards$5,032,072$5,427,247Foreign exchange(1,396)11Mineral property interests 4,256,3114,275,874Unrecognized deductible temporary differences$9,286,987

173、$9,703,132Notes to Consolidated Financial Statements For the years ended December 31,2023 and 2022(Expressed in Canadian dollars)24 8.INCOME TAXES(Continued)The Companys unrecognized unused tax losses for December 31,2023 have the following expiry dates:Year expiring:CanadaUSATotal2025$-$52,874$52,8

174、472026 20,138133,662153,8002027 205,478922,7491,128,2272028 169,653456,494626,1472029 161,397-161,3972030 175,4607,376182,8362031 192,44836,771229,2192032 332,28138,193370,4742033 156,25530,899187,1542034 216,63043,016259,6462035 149,34654,873204,2192036 209,63528,555238,1902037 201,99243,409245,401

175、2038 176,05221,199197,2512039 82,5231,018,5611,101,0842040 035,35735,357No year of expiry 311,450103,127414,577Total$2,760,738$3,027,267$5,788,0069.RELATED PARTY TRANSACTIONS Key management personnel compensation consists of the Chief Executive Officer,Chief Financial Officer(“CFO”)and the Vice-Pres

176、ident of Exploration.Aggregate compensation for the year ended December 31,2023 was$76,196(2022-$50,102)for management and other fees,as described below.The Company paid a total of$30,000(2022-$30,000)for management and administration services to NS Star Enterprises Ltd.,a company controlled by the

177、president,during the year ended December 31,2023.The Company paid a total of$30,000 for accounting,management and administration services to Morfopoulos Consulting Associates Ltd.,a company controlled by the CFO,during the year ended December 31,2023(2022-$30,000).The Company paid$16,196(2022-$22,91

178、8)to Mr.Robert Thomas,Vice-President of Exploration,for technical consulting and management and administration services during the years ended December 31,2023.In June 2023,the Company completed a shares-for-debt transaction to settle outstanding debts totaling$772,539(the“Debt”)owing to certain dir

179、ectors and officers of the Company(the“Creditors”)for management fees owing as of March 31,2023(the“Debt Settlement”).As part of the Debt Settlement,the Creditors reduced the Debt by$82,468 and the Debt was extinguished by the issuance of an aggregate of 4,600,000 common shares of the Company(the“Se

180、ttlement Shares”)at a deemed price of$0.15 per Settlement Share for an aggregate value of$690,000(Note 7(b)(iii).Notes to Consolidated Financial Statements For the years ended December 31,2023 and 2022(Expressed in Canadian dollars)25 10.MANAGEMENT OF CAPITAL The Company manages its common shares,st

181、ock options and warrants as capital(Note 7).There has been no change in the nature of the Companys capital during the years ended December 31,2023.The Companys objectives when managing capital are to safeguard the Companys ability to continue as a going concern in order to pursue the development of

182、its mineral properties and to maintain a flexible capital structure,which optimizes the costs of capital at an acceptable risk.The Company does not have any externally imposed capital restrictions.The Company manages the capital structure and makes adjustments to it in light of changes in economic c

183、onditions and the risk characteristics of the underlying assets.To maintain or adjust the capital structure,the Company may attempt to issue new shares,issue debt,or acquire or dispose of assets.In order to facilitate the management of its capital requirements,the Company prepares expenditure budget

184、s that are updated as necessary depending on various factors,including successful capital deployment and general industry conditions.11.SEGMENTED INFORMATION The Company has one operating segment:mineral exploration and development.As at December 31,2023 and 2022,all of the Companys non-current asse

185、ts by geographical location are located in the United States of America.12.EVENT SUBSEQUENT TO THE END OF THE YEAR In January 2024,the Company issued 1,150,000 stock options for the purchase of up to 1,150,000 shares of the Company at an exercise price of$0.15 per share with a five-year term.MANAGEM

186、ENTS DISCUSSION AND ANALYSIS For the year ended December 31,2023 Carlin Gold Corporation Suite 405-375 Water St.Vancouver,British Columbia,Canada V6B 5C6 Tel:(604)638-1402 Managements Discussion&Analysis For the year ended December 31,2023(Expressed in Canadian Dollars)2 Description of Business and

187、Report Date The information in this Managements Discussion and Analysis(“MD&A”)is intended to assist the reader in the understanding and assessment of the trends and significant changes in the results of operations and financial conditions of Carlin Gold Corporation(the“Company”or“Carlin”).This MD&A

188、 should be read in conjunction with the audited financial statements of the Company,including the notes thereto,for the years ended December 31,2023 and 2022,and other information relating to the Company on file with the Canadian provincial securities regulatory authorities on SEDAR at .The Companys

189、 audited financial statements for the years ended December 31,2023 and 2022 have been prepared in accordance with International Financial Reporting Standards(“IFRS”).This MD&A has taken into account information available up to and including April 23,2024.All monetary units herein are expressed in Ca

190、nadian dollars unless otherwise noted.Carlin is an exploration stage company engaged in the identification,evaluation,acquisition and exploration primarily of gold properties in Nevada,USA and Yukon,Canada.The Company is a reporting issuer in British Columbia and Alberta,and trades on the TSX Ventur

191、e Exchange under the symbol CGD.The Companys head office is located at Suite 405 375 Water St.,Vancouver,B.C.,V6B 5C6.This MD&A contains forward-looking statements.Please refer to the cautionary language at the end of this document.Highlights$738,000 in Marketable Securities and$300,859 Additional C

192、ash Generated in 2023 from Mineral Property Option Agreement with Snowline Gold Corp.In August 2023,the Company received 150,000 shares of Snowline Gold Corp.(“Snowline”)valued at$738,000 at the time,as the final share payment of a mineral option agreement with Snowline.Earlier in the year the Compa

193、ny sold 100,000 shares Snowline that it had received for a previous option payment,for cash proceeds of$300,859.The Company still owns 138,800 shares of Snowline,with a current market value of$723,000 as of the date of this report.Nevada Copper-Gold Mineral Property Acquired in 2023 In October 2023,

194、Carlin announced the 100%acquisition of the Ivy Property,an early-stage copper/gold project in northeastern Nevada consisting of 49 unpatented mining claims located within the Contact Mining District in Elko County,Nevada.An additional 59 claims were staked in January,2024 Share Consolidation Comple

195、ted in 2023 On June 6,2023,the Company completed a consolidation of all of its issued and outstanding share capital on the basis of one post-consolidated common share for every ten pre-consolidated common shares,resulting in 8,893,946 common shares outstanding immediately following the consolidation

196、.Managements Discussion&Analysis For the year ended December 31,2023(Expressed in Canadian Dollars)3$606,000 Private Placement Completed in 2023 On June 16,2023,the Company completed a non-brokered private placement consisting of 5,050,000 units at a price of$0.12 per unit(on a post-Consolidation ba

197、sis)for gross proceeds of$606,000.The funds were raised for general corporate purposes.Shares for Debt Settlement Completed in 2023 On June 28,2023,the Company completed a shares-for-debt transaction to settle outstanding debts totaling$772,539 owing to three directors and officers of the Company,wh

198、o agreed to reduce the debt by$82,539 when the remaining debt was extinguished by the issuance of an aggregate of 4,600,000 shares of the Company at a price of$0.15 per share for a deemed aggregate value of$690,000.Description of Cortez Summit Exploration Project,Nevada U.S.A.The Companys 100%owned

199、Cortez Summit Property(“Property”or“Cortez Summit”)consists of 142 unpatented claims and is centrally located on the Cortez Trend,within one of the most active gold mining areas in Nevada,between the historic Buckhorn mine and the Goldrush deposit/Fourmile resource.The Cortez Trend contains a major

200、gold endowment that exceeds 50 million oz.total gold produced,reserves and resources(Nevada Bureau of Mines and Geology annual mineral reports,Barrick Gold Corporation annual reports).The mineralized zones and orebodies in the Cortez Trend area are generally aligned along northwest trending structur

201、al zones where intersecting with favorable lower plate carbonate host rocks.The main known deposit trends are the Pipeline-Robertson,Cortez Hills and the original 1968 Cortez Mine,Horse Canyon-Mill Creek,Goldrush-Fourmile,Aspen and Buckhorn(see Carlin website Corporate Presentation).Cortez Summit li

202、es about 1.4 kilometers north-east of the north end of Nevada Gold Mines(“NGM”)13.0 M oz Goldrush deposit(43-101 Technical Report effective 12/31/21 prepared for Barrick by NGM)and east of Barricks Fourmile 3.18 M oz resource(Barrick 2023 Annual Report).The Cortez Summit property is contiguous with

203、Barrick and NGM claims on all sides.Carlins primary target at Cortez Summit is Carlin-style mineralization in a structural and stratigraphic setting defined by geology,geochemistry and geophysics,referred to as the“Fourmile Structural Zone”*,which is subparallel to that at the neighboring Goldrush/F

204、ourmile reserve/resource.Much of this target is blind,being covered by Miocene-age post-mineral basaltic andesite and interlayered gravels.The“Fourmile Structural Zone”trends north-northwest for 4,500 ft.(1,370 m)within the southwestern part of the Property and extends an additional 4 miles(6.5 km)o

205、n Barrick property to the north.Barrick geologists have defined a pattern of surface alteration and geochemical anomalies spatially associated with this structural zone(Barrick 2017 Q4 webcast).At Cortez Summit,Carlin geologists encountered a similar alteration and geochemistry pattern in limited up

206、per plate rock exposures along Carlins“Fourmile Structural Zone”on the west edge of the Property.The east extent of this alteration pattern is unknown,as it is concealed along almost the entire west side of the Property by post-mineral Miocene gravels and basalts but is noted in the exploration dril

207、l holes that penetrated the post mineral rocks.*Note:Quotation marks used around”Fourmile Structural Zone”are to distinguish this structural corridor interpreted by Carlin geologists on the southwest portion of the Cortez Summit Property from Barricks high grade Fourmile resource located approximate

208、ly 1 km to the west on Barrick property.Exploration at Cortez Summit Managements Discussion&Analysis For the year ended December 31,2023(Expressed in Canadian Dollars)4 In 2012 the Company completed an initial drill program on the southwest portion of the Property.The program consisted of seven vert

209、ical reverse circulation drill holes totaling 11,720 ft.(3573 m)ranging in depth between 1,500 and 1,800 ft.(450-550 m).Drilling confirmed Carlin-type geology,alteration and geochemistry in upper plate rocks within the limited area tested but did not test lower plate stratigraphy.This drilling encou

210、ntered the contact metamorphic effects of the Mill Canyon stock,an important feature with respect to potential for high-grade mineralization.In 2013,in order to explore for the deeper lower plate carbonates that host mineralization at the Goldrush deposit,Carlin re-entered reverse circulation drill

211、hole CS-12-2 with a core drill rig.This hole,CS12-2C,deepened from 1,760 ft.(536 m)to 4,032 ft.(1,229 m),encountered 373 ft.(114 m)of favorable lower plate carbonate rocks below the Roberts Mountain Thrust.This interval represents the upper portion of the stratigraphic section above the gold-bearing

212、 horizons at Goldrush,Fourmile and the nearby major Cortez area deposits.Carlin-type alteration features were encountered,including decalcification,clay alteration and calcite veining.The Company entered into an Exploration and Earn-In agreement with Barrick on Cortez Summit in 2016,which was termin

213、ated in early 2018 after Barrick completed one core hole,SJV17-1D(vertical)to a depth of 5,171 ft.(1576 m).SJV17-1D was collared in the southwest portion of the Property in the vicinity of Carlins previous shallow reverse circulation holes drilled in 2012 into upper plate lithologies,adjacent to an

214、area referred to by Carlin geologists as the“Fourmile Structural Zone”,a prominent north-northwest trending corridor.SJV17-1D encountered a wide 567 ft.(173 m)zone at 333-900 ft.(102-274 m)in upper plate rocks consisting of variably clay-altered,iron oxide-stained,brecciated hornfels and lesser muds

215、tone/siltstone,with the most intense clay alteration and iron oxide development at 652-798 ft.(199-243 m).Associated with this alteration is a very thick interval,592 ft.(180 m)of highly anomalous arsenic at 328-920 ft.(100-280 m)averaging 480 ppm,with accompanying additional strongly anomalous Carl

216、in-style pathfinder elements including mercury(to 17 ppm),antimony(to 173 ppm)and thallium(to 6.3 ppm).Gold values in this alteration zone include a 10 ft.(3 m)zone at 694-704 ft.(211-214 m)grading 2.6 g/t.Modest zones of anomalous arsenic and thallium occur further down the hole,including a 415 ft.

217、(127 m)interval of anomalous thallium straddling the base of the Roberts Mountain Thrust.The favorable lower plate carbonate section was encountered at a depth of 4,234 ft.(1,290 m)and continued to the bottom of the hole,although no significant gold values were detected.This hole did not extend to t

218、he lower stratigraphic horizons containing the new discovery at the below referenced Dorothy target in the Wenban Formation(Barrick Q3 MD&A presentation).It also indicates the most easterly alteration and mineralization so far encountered under the post mineralization cover rocks.There are two depos

219、its adjacent to Carlins Cortez Summit property on the west side.These are summarized below for the readers information.The information about the Fourmile and Goldrush is meant to demonstrate some parameters for the type of mineral deposit that the Company may encounter while conducting exploration a

220、t Cortez Summit.The Company cannot state and it should not be implied,that similar mineralization will be discovered at Cortez Summit.NGM completed a stand-alone underground feasibility study for Goldrush in Q2 2021(Barrick Q3 2021 report).The Final Environmental Impact Statement was combined into a

221、 Notice of Availability briefing package and submitted to the Bureau of Land Management in January 2023.A Record of Decision was issued in December 2023.Development production from Goldrush is forecast to produce 130,000 ounces in 2024,with commercial production scheduled for 2026 reaching a nominal

222、 rate of 400,000 ounces per year by 2028(Barrick 2023 Annual Report).Managements Discussion&Analysis For the year ended December 31,2023(Expressed in Canadian Dollars)5 Following several campaigns of exploration drilling,Barrick announced the discovery at Fourmile in November 2018.Barricks new and e

223、xpanding Fourmile resource(currently not part of NGM joint venture),1 km west of Carlins Cortez Summit,lies immediately north of Goldrush.Fourmile resource estimates,as of December 31,2023,included an indicated resource of 1.5 million tonnes grading 10.04 g/t representing 0.48 million ounces of gold

224、,and an inferred resource of 8.2 million tonnes grading 10.1 g/t,representing 2.7 million ounces of gold(Barrick 2023 Annual Report).Resource delineation is planned to continue from underground in 2025 when a multi-purpose drive development is expected to be completed.Exploration drilling is ongoing

225、 north of the resource towards the newly discovered Dorothy target located approximately 800 meters to the north of the current resource(Barrick 2023 Q2 Management Discussion and Analysis).Drill results are reported in Barricks 3rd.Quarter report presentation(Barrick Q3 2023)which states“2023 drilli

226、ng continues to demonstrate continuity between the Sophia and Dorothy zones highlighted by 28.7 m 51.10 g/t Au”.Drilling at Dorothy has encountered two mineralized stratigraphic horizons,the lowermost of which had not been previously tested.Intercepts in this lower zone include 39.6 meters of 12.71

227、g/t and 31.7 meters of 33.67 gpt(Barrick 2022 Annual Report).Drilling in 2023 confirms this lower mineralized zone with an intercept of 28.7 meters of 51.1 g/t(Barrick Q3 2023 MD&A and presentation).Barrick reports that 2 kilometers of prospective strike will be drill tested during the 2024 evaluati

228、on program with the“potential to more than triple the current mineral resource”(Barrick 2023 Q4 and Annual Summary February 2024).Exploration Potential The Company is encouraged by the strong alteration and pathfinder elements along with significant gold values encountered in upper plate rocks adjac

229、ent to the“Fourmile Structural Zone”as shown in Barricks drillhole SJV17-1D and the Companys shallow 2012 reverse-circulation drilling.This“shallow”anomalous zone potentially represents the upper extension of a mineralized conduit which could be used to guide exploration for deeper gold mineralizati

230、on in lower plate carbonate rocks.A potentially significant shallower,200 ft.(60m)thick silty to sandy carbonate section contained within the upper plate sequence was encountered by SJV17-1D and also in one of the early Carlin drill holes located 2,200 ft.(670m)south-southeast.This represents an add

231、itional host rock target,in the upper plate approximately 2,000 ft.(610 m)above the base of the Roberts Mountain Thrust.The Property has only been partially explored,as drilling to date has tested just a small portion in the southwest corner of the 4 square mile claim block.SJV17-1D is the only dril

232、lhole to have penetrated the favorable lower plate section that hosts the nearby Goldrush reserve/resource,and the Fourmile indicated and inferred resources.Hornfels alteration in upper plate rocks has been encountered in most of the Carlin/Barrick drill holes drilled on the Property,which is produc

233、ed by the thermal effects of the nearby Jurassic age Mill Canyon quartz monzonite stock.The contact thermal metamorphic zone around this stock is an important geological feature of high-grade mineralization at the Fourmile resource.This geological environment extends east onto Cortez Summit,suggesti

234、ng that in addition to the classic Carlin-type bedding replacement style mineralization displayed at Goldrush,the Property also has excellent potential for higher grade,more structurally controlled mineralization within the contact metamorphic aureole of the Mill Creek stock.The Company has evaluate

235、d existing ground and airborne geophysical survey data which has been helpful in better defining the“Fourmile Structural Zone”and also in identifying several other structures on the Property,which present additional targets below the Miocene volcanic-covered rocks.The geophysical information suggest

236、s the continuation of the“Fourmile structural zone”at depth below the post-mineral cover.The“Fourmile Structural Zone”represents a high-quality target for classic Carlin-style mineralization where it intersects favorable carbonate stratigraphy.The available geological and geophysical information sug

237、gests Managements Discussion&Analysis For the year ended December 31,2023(Expressed in Canadian Dollars)6 that several additional prospective northwest-trending structures are located parallel and east of the“Fourmile Structural Zone”.Cortez Summit represents an excellent exploration opportunity loc

238、ated in one of the most well-endowed gold regions in North America.Barrick continues to discover gold mineralization in deeper horizons of the carbonate stratigraphy,highlighted by recent high grade drill intercepts cited above at the Dorothy target north of the Fourmile resource.These lower stratig

239、raphic horizons have not been drill tested on the Cortez Summit Property.Deep drilling beneath the Goldrush deposit targeting mineralized structures in the deeper(older)Roberts Mountain formation(Barrick 2023 Q3 MD&A)encountered encouraging deformation and alteration.These new stratigraphic discover

240、ies open additional geological opportunity for evaluating Cortez Summit gold mineralization potential.Description of Ivy Property,Nevada USA The Company acquired the 100%owned Ivy Property in 2023,consisting of 49 unpatented mining claims located within the Contact Mining District in northeastern El

241、ko County,Nevada.Subsequent staking added 59 claims.Copper-gold mineralization occurs on the property mainly in calc-silicate altered limestone/skarn both adjacent to and outboard of a large Jurassic-age granodiorite stock.Numerous historic workings on the Ivy claims include prospect pits,shafts and

242、 adits.The widespread copper mineralization observed to date defines a 2.7 km long northwest trending zone reaching widths of 0.7 km.Mineralization occurs in northwest-trending sulfidic skarn zones containing 1-3%disseminated pyrite,chalcopyrite and bornite and in narrow oxidized zones of calc-silic

243、ate altered Permian-age(?)carbonate rocks containing secondary copper minerals.Lesser covellite and chalcocite have also been described in a 2019 MSc study of the skarns.The Companys initial sampling was selected from dumps at old workings and also from outcrop/subcrop exposures,with 36 of the 57 sa

244、mples containing 0.5%Cu and 27 samples grading over 1.0%Cu.The highest copper value(15.2%Cu with 1.7 ppm gold)was selected from a small dump of an adit.Twenty-three of the samples contained 0.100 ppm Au.Silver values ranged up to 231 ppm.Lead and zinc values were generally low.A 1912 United States G

245、eological Survey Bulletin describes a 400 ft.(122 m.)wide sulfide zone extending for about 6,000 ft.(1,830 m.),lying about 1,200 ft(366 m.)outboard(west)and parallel to the igneous contact.It is described as following the strike of the steeply dipping sedimentary rock package.This report states that

246、“Chalcopyrite,bornite and molybdenite are disseminated throughout silicified skarn consisting of garnet,epidote,diopside and iron oxides.”This feature is coincident with one of the several skarn zones mapped as part of the 2019 MSc skarn study.Carlin geologists believe that the observed mineralizati

247、on may represent“leakage”from a deeper intrusive system capable of generating skarn deposits in the carbonate units or disseminated intrusive porphyry-style mineralization.Public Bureau of Land Management information shows that there has been no exploration drilling since records started to be maint

248、ained in the mid-1970s.The initial Carlin field investigation did not encounter any obvious previous drilling activity.Carlin is planning to follow up on this initial encouragement with additional surface sampling and geological mapping to evaluate and delineate future exploration work.Description o

249、f Willow Property The Willow property(47 claims)is an early-stage Carlin-style gold project located in an active exploration and mining area in northeast Nevada,highlighted by Nevada Gold Mines Long Canyon mine located 80 kilometers southwest.The exploration targets on the property are controlled by

250、 the regional Roberts Mountain Thrust,and its underlying lower plate carbonate rocks,including the Roberts Mountain and Hanson Creek Formations(common Carlin-type mineralization host rocks).Road cut rock sampling found anomalous gold,with strong Managements Discussion&Analysis For the year ended Dec

251、ember 31,2023(Expressed in Canadian Dollars)7 arsenic and elevated thallium associated with jasperoid alteration along steep northeast trending cross cutting structures.An altered felsic dyke located 2 km northeast of the property is dated at 42 Ma,a late Eocene age similar to the age of Carlin-type

252、 deposits in the Carlin trend.These favorable geological features combine to define quality drill targets on the under-explored property.Results of Operations In the year ended December 31,2023,the Company incurred exploration property expenditures of$121,925(2022$43,580).The increase was due to the

253、 acquisition of the Companys new Ivy property in Nevada.The Companys consolidated net income for the year ended December 31,2023 was$563,230(2022$388,584).The net income for the year included a$738,000 gain upon the sale of the Companys Yukon properties,which was paid by the receipt of 150,000 share

254、s of Snowline.The Companys$186,809(2023$142,245)in operating costs for the year ended December 31,2023 were higher than the previous year,due to share-based compensation costs(2022-Nil)and higher corporate expenses for legal,office and regulatory costs.In the year ended December 31,2023,the Company

255、recorded a$82,468 gain based on a write-down of amounts due to related parties(2022-Nil),which also contributed to the Companys net income for the year.Selected Annual Information 2023 2022 2021 Operating loss before other items$(186,809)$(142,245)$(118,281)Net income for the year 563,230 388,584 77

256、,780 Basic and diluted income per share 0.04 0.00 0.00 Total assets 3,986,369 2,891,196 2,417,207 Total liabilities 26,106 797,701 712,295 Summary of Quarterly Results The following is a summary of certain consolidated financial information concerning the Company for each of the last eight quarters:

257、DecemberSeptemberJune 30March 31Fiscal Quarter ended2023202320232023Net income(loss)$(75,427)$659,971$101,039$(122,353)Net income(loss)per share (0.00)0.05 (0.00)(0.00)Total Assets 3,986,369 2,115,777 3,466,928 2,820,968 December 31September 30June 30March 31Fiscal Quarter ended2022202220222022Net i

258、ncome(loss)$396,487$169,018$(122,137)$(54,784)Net income(loss)per share 0.00 0.00 (0.00)(0.00)Total Assets 2,892,487 2,474,838 2,258,981 2,361,185 Managements Discussion&Analysis For the year ended December 31,2023(Expressed in Canadian Dollars)8 The Company recorded net loss of$75,426 for the three

259、 months ended December 31,2023(2022-$396,487 net income).Operating costs of$18,092 for the quarter were lower than the previous year(2022-$35,273),due to lower management and administration fees.A decrease of$56,440 in change of fair value of marketable securities also contributed to the loss for th

260、e quarter(2022-$209,000 gain).Financial Condition,Liquidity and Capital Resources The Companys cash position at December 31,2023,was$747,962(2022$198,970).At December 31,2023,the Company had working capital of$1,928,780(2022$172,665).During the year ended December 31,2023,the Company received$300,85

261、9 cash from the sale of marketable securities.At December 31,2023,the Company had$1,174,914 in marketable securities(2022$766,290),which represented a significant component of the Companys working capital.The value of these investments is subject to market fluctuations and is therefore highly variab

262、le.At December 31,2022,the Company had$26,106(2022$797,701)in current liabilities,of which$5,323(2022$771,533)was due to related parties.The Company is not in commercial production on any of its exploration and evaluation properties and accordingly,it does not generate cash from operations.The Compa

263、ny is dependent on raising funds through the issuance of shares,obtaining debt financing and/or attracting joint venture partners in order to undertake further exploration and development of its exploration and evaluation properties.There can,however,be no assurance the Company will be able to raise

264、 funds in the near future,in which case management may continue to delay future exploration activities until funds become available.Off-Balance Sheet Arrangements The Company has not entered into any off-balance sheet financing arrangements.Proposed Transactions There are no proposed transactions as

265、 of the date of this MD&A.Transactions with Related Parties Key management personnel compensation consists of the Chief Executive Officer,Chief Financial Officer(“CFO”)and the Vice-President of Exploration.Aggregate compensation for the year ended December 31,2023 was$76,196(2022-$50,102)for managem

266、ent and other fees,as described below.The Company paid a total of$30,000(2022-$30,000)for management and administration services to NS Star Enterprises Ltd.,a company controlled by the president,during the year ended December 31,2023.The Company paid a total of$30,000 for accounting,management and a

267、dministration services to Morfopoulos Consulting Associates Ltd.,a company controlled by the CFO,during the year ended December 31,2023(2022-$30,000).The Company paid$16,196(2022-$22,918)to Mr.Robert Thomas,Vice-President of Exploration,for technical consulting and management and administration serv

268、ices during the years ended December 31,2023.In June 2023,the Company completed a shares-for-debt transaction to settle outstanding debts totaling$772,539(the“Debt”)owing to certain directors and officers of the Company(the“Creditors”)for management Managements Discussion&Analysis For the year ended

269、 December 31,2023(Expressed in Canadian Dollars)9 fees owing as of March 31,2023(the“Debt Settlement”).As part of the Debt Settlement,the Creditors reduced the Debt by$82,438 and the Debt was extinguished by the issuance of an aggregate of 4,600,000 common shares of the Company(the“Settlement Shares

270、”)at a deemed price of$0.15 per Settlement Share for an aggregate value of$690,000.Outstanding Share Data Carlins authorized capital is an unlimited number of common shares without par value.As at December 31,2023 and as of the date of this report,the Company has 18,543,946 common shares outstanding

271、.As at December 31,2023,the Company had 172,500 stock options outstanding with an exercise price of$0.50 per share,which were issued on January 13,2023 to officers and directors.In January 2024 the Company issued 1,150,000 stock options with an exercise price of$0.15 for the purchase of 1,150,000 sh

272、ares of the Company.The stock options have a five-year term.As at December 31,2023,and as of the date of this report,the Company had 5,050,000 warrants outstanding at an exercise price of$0.20 per warrant until their expiry date on June 14,2028.Management of Capital The Company manages its common sh

273、ares and stock options as capital.There has been no change in the nature of the Companys capital during the year ended December 31,2023.The Companys objectives when managing capital are to safeguard the Companys ability to continue as a going concern in order to pursue the development of its mineral

274、 properties and to maintain a flexible capital structure which optimizes the costs of capital at an acceptable risk.The Company does not have any externally imposed capital requirements to which it is subject.The Company manages the capital structure and makes adjustments to it in light of changes i

275、n economic conditions and the risk characteristics of the underlying assets.To maintain or adjust the capital structure,the Company may attempt to issue new shares,issue debt,acquire or dispose of assets or adjust the amount of cash and cash equivalents.In order to facilitate the management of its c

276、apital requirements,the Company prepares expenditure budgets that are updated as necessary depending on various factors,including successful capital deployment and general industry conditions.In order to maximize ongoing exploration efforts,the Company does not pay out dividends.The Companys investm

277、ent policy is to keep its cash treasury on deposit in an interest bearing Canadian chartered bank account.Use of Judgments and Estimates The preparation of consolidated financial statements requires management to make judgments,estimates and assumptions that affect the application of policies and re

278、ported amounts of assets,liabilities,revenues and expenses.The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances and which form the basis of making judgments about carrying values of assets and

279、 liabilities that are not readily apparent from other sources.Managements Discussion&Analysis For the year ended December 31,2023(Expressed in Canadian Dollars)10 Actual results may differ from these estimates.The estimates and underlying assumptions are reviewed on an on-going basis.Revisions to ac

280、counting estimates are recognized in the period in which the estimate is revised,if the revision affects only that period,or in the period of the revision and future periods if the revision affects both current and future periods.Significant assumptions about the future and other sources of estimati

281、on uncertainty that management has made 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:Critical accounting estimates Critical accounting estimate

282、s are estimates and assumptions made by management that may result in a material adjustment to the carrying amount of assets and liabilities within the next financial period and include,but are not limited to,the following:Recoverable value of long-term assets The carrying value of mineral propertie

283、s and the likelihood of future economic recoverability is subject to significant management estimates.The application of the Companys accounting policy for and determination of recoverability of capitalized assets is based on assumptions about future events or circumstances.If information becomes av

284、ailable indicating that recovery of expenditures is unlikely,the amounts capitalized are impaired and recognized as a loss in the period that the new information becomes available.A change in estimate could result in the carrying amount of capitalized assets being materially different from their pre

285、sented carrying costs.Critical Accounting Judgments Information about critical judgments in applying accounting policies that have the most significant effect on the amounts recognized in the consolidated financial statements include,but are not limited to,the following:Going concern The ability of

286、the Company to continue as a going concern and meet its commitments as they become due,including completion of the acquisition,exploration,and development of its mineral property interests,is dependent on the Companys ability to obtain the necessary financing.The Company will require additional capi

287、tal to finance future operations and growth.If the Company is unable to obtain additional financing,the Company would be unable to continue.There can be no assurance that managements plans will be successful.The business of mineral exploration involves a high degree of risk and there is no assurance

288、 that current exploration projects will result in future profitable mining operations.The Company has no source of revenue and has significant cash requirements to meet its administrative overhead,pay its liabilities and maintain its mineral property interests.The recoverability of amounts shown for

289、 exploration and evaluation properties is dependent on several factors.These include the discovery of economically recoverable reserves,the ability of the Company to obtain the necessary financing to complete the exploration and development of these exploration and evaluation properties,and establis

290、h future profitable production,or realize proceeds from the disposition of exploration and evaluation properties.The carrying value of the Companys exploration and evaluation properties does not reflect current or future values.Managements Discussion&Analysis For the year ended December 31,2023(Expr

291、essed in Canadian Dollars)11 These matters indicate the existence of material uncertainties that may cast significant doubt about the Companys ability to continue as a going concern.These condensed consolidated interim financial statements do not include any adjustments relating to the recoverabilit

292、y of assets and classification of assets and liabilities that might be necessary should the Company be unable to continue as a going concern.Such adjustments could be material.Functional currency The Company applied judgment in determining its functional currency and the functional currency of its N

293、evada subsidiary.Functional currency was determined based on the currency in which funds are sourced and the degree of dependence by the subsidiary on the Company for financial support.Exploration and evaluation properties Management is required to make judgments on the status of each mineral proper

294、ty and the future plans with respect to finding commercial reserves.The nature of exploration and evaluation activity is such that only a few projects are ultimately successful,and some assets are likely to become impaired in future periods.Assets or cash-generating units are evaluated at each repor

295、ting date to determine whether there are any indicators of impairments.The Company considers both internal and external sources of information when making the assessment of whether there are indications of impairment for the Companys exploration and evaluation properties.Management uses several crit

296、eria in its assessments of economic recoverability and probability of future economic benefit including geologic and metallurgic information,economic assessments/studies,accessible facilities and existing permits.Financial Instruments Financial Assets The Company measures its financial assets in the

297、 following categories:amortized cost,or fair value through profit or loss.The measurement depends on the purpose for which the financial assets were acquired.Management determines the measurement of financial assets at recognition.Financial assets at amortized cost Loans and receivables are financia

298、l assets with fixed or determinable payments that are not quoted in an active market.Subsequent to initial recognition,these financial assets are recorded at amortized cost using the effective interest method,except for short-term receivables when the recognition of interest would be immaterial.Fina

299、ncial assets at fair value through profit or loss(“FVTPL”)All financial assets not classified as measured at amortized cost are measured at FVTPL.Derivative financial instruments that are not designated and effective as hedging instruments are classified as FVTPL.The Company has no designated hedges

300、.Financial instruments classified as FVTPL are stated at fair value with any changes in fair value recognized in earnings for the period.Marketable securities and cash are included in this category of financial assets.Managements Discussion&Analysis For the year ended December 31,2023(Expressed in C

301、anadian Dollars)12 Impairment of financial assets At each reporting date the Company assesses whether there is any objective evidence that a financial asset or a group of financial assets is impaired.A financial asset or group of financial assets is deemed to be impaired,if,and only if,there is obje

302、ctive evidence of impairment as a result of one or more events that has occurred after the initial recognition of the asset and that event has an impact on the estimated future cash flows of the financial asset or the group of financial assets.Financial liabilities The Company classifies its financi

303、al liabilities in the following categories:other financial liabilities and financial liabilities at fair value through profit or loss.Other financial liabilities Other financial liabilities are non-derivatives and are recognized initially at fair value,net of transaction costs incurred,and are subse

304、quently stated at amortized cost.Any difference between the amounts originally received,net of transaction costs,and the redemption value is recognized in profit or loss over the period to maturity using the effective interest method.Other financial liabilities are classified as current or non-curre

305、nt based on their maturity date.Other financial liabilities include accounts payable and accrued liabilities.Financial liabilities at fair value through profit or loss This category is comprised of derivative financial liabilities.Derivative financial liabilities are initially recognized at their fa

306、ir value on the date the derivative contract is entered into and are subsequently re-measured at their fair value at each reporting period with changes in the fair value recognized in profit or loss.The following table summarizes the fair value hierarchy under which the Companys financial instrument

307、s are valued.Level 1 -Unadjusted quoted prices in active markets for identical assets or liabilities;Level 2-Inputs other than quoted prices included in Level 1 that are observable for the asset or liability,either directly or indirectly;and Level 3 -Inputs for the asset or liability that are not ba

308、sed upon observable market data.Risk Factors Companies operating in the mining industry face many and varied kind of risks.Following are the risk factors most applicable to the Company.Liquidity risk Liquidity risk is the risk that the Company will be unable to meet its financial obligations as they

309、 become due.The Company ensures that there is sufficient capital to meet short-term business requirements,after taking into account the Companys holdings of cash.The Company manages its liquidity risk by forecasting cash flows from operations and anticipated investing and financing activities.Manage

310、ments Discussion&Analysis For the year ended December 31,2023(Expressed in Canadian Dollars)13 The Company is dependent on raising funds through the issuance of shares,obtaining debt financing and/or attracting joint venture partners in order to undertake further exploration and development of its m

311、ineral properties and finance office and administrative expenditures.There can be no assurance the Company will be able to raise funds in the future.The Company has marketable securities,which are recorded as FVTPL.The Company may,from time to time,liquidate a portion of its holdings depending on ma

312、rket conditions and the Companys cash requirements.Depending on timing,the Companys ability to liquidate these securities is subject to price fluctuations and market conditions,which may affect the Companys ability to liquidate the securities in a timely manner.At December 31,2023,the Company had tr

313、ade payables due within 30 days totaling$20,783(2022-$26,168),and other amounts due to related parties totaling$5,323(2022-$771,533).Credit risk Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations.

314、The Company is exposed to credit risk on its cash.However,this risk is minimized as all amounts are held with major Canadian and American financial institutions.The Companys concentration of credit risk and maximum exposure thereto is as follows:December 31 2023 December 31 2022 Cash Canada$738,252$

315、198,019 Cash USA 9,710 951 Total$747,962$198,970 Market risk Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate due to changes in market prices.Market risk comprises three types of risk:interest rate risk,foreign currency risk and other price ri

316、sk.(i)Interest rate risk The Company is not exposed to significant interest rate risk.The Companys bank accounts earn interest at variable rates.Future cash flows from interest income on cash will be affected by interest rate fluctuations.(ii)Foreign currency risk As at December 31,2023,certain of t

317、he Companys financial instruments are held in US dollars.The Company has operations in Nevada,USA.As a result,the Company is exposed to foreign currency risk from fluctuations between the Canadian and US dollar.The Company does not use derivatives or similar techniques to manage currency risk.Manage

318、ments Discussion&Analysis For the year ended December 31,2023(Expressed in Canadian Dollars)14 As at December 31,2022,the Company is exposed to foreign currency risk on$14,971(2022-$2,396)cash.(iii)Other price risk Other price risk is the risk that the future cash flows of a financial instrument wil

319、l fluctuate due to changes in market prices,other than those arising from currency risk or interest rate risk.The Companys marketable securities are carried at market value and are,therefore,directly affected by fluctuations in the market value of the underlying securities.The Companys sensitivity a

320、nalysis suggests that a 50%(2022-50%)change in market prices would change other comprehensive income/loss by approximately$587,000(2022-$383,000).Industry Exploring and developing mineral resource projects bears a high potential for a variety of risks.Additionally,few exploration projects successful

321、ly achieve development due to factors that cannot be predicted or foreseen.Moreover,even one such factor may result in the economic viability of a project being detrimentally impacted such that it is not feasible or practical to proceed.Although the Company has taken steps to verify the title to exp

322、loration and evaluation properties in which it has an interest,in accordance with industry standards for the current stage of exploration of such properties,these procedures do not guarantee the Companys title.Property title may be subject to unregistered prior agreements or transfers and title may

323、be affected by undetected defects.Metal Prices The principal activity of the Company is the exploration and development of gold resource properties.The feasible development of such properties is highly dependent upon the price of gold.A sustained and substantial decline in commodity gold prices coul

324、d result in the write-down,termination of exploration and development work or loss of its interests in identified resource properties.Although such prices cannot be forecasted with certainty,the Company carefully monitors factors which could affect gold commodity prices in order to assess the feasib

325、ility of its resource projects.Political Risk The resource properties on which the Company is pursuing its exploration and development activities are located in Nevada,U.S.A.and Yukon,Canada.While the political climate is considered by the Company to be stable,there can be no assurances that this wi

326、ll continue indefinitely.To alleviate such risk,the Company funds its Nevada operations on an as-needed basis.The Company does not presently maintain political risk insurance for its U.S.exploration projects.Environmental Exploration and development projects are subject to the environmental laws and

327、 regulations of the country within which the Company is conducting its operations.As such laws are subject to change,the Company carefully monitors proposed and potential changes and management believes the Company remains in compliance with current environmental regulations in the relevant jurisdic

328、tions.Managements Discussion&Analysis For the year ended December 31,2023(Expressed in Canadian Dollars)15 Forward-Looking Statements Some of the statements in this MD&A constitute“forward looking statements”.Where Carlin expresses an expectation or belief as to future events or results,including ma

329、nagement plans and objectives,and projections of exploration results,such expectation or belief is expressed in good faith and is believed to have a reasonable basis.The Company makes no representation that reasonable business people in possession of the same information would reach the same conclus

330、ions.While these statements represent our best current judgment,they are subject to risks and uncertainties that could cause actual results to vary,the specifics of which are detailed in disclosures with the heading“Risk Factors”in the Companys periodic filings with securities regulators.Although th

331、e Company has attempted to identify important factors that could cause actual actions,events or results to differ materially from those described in forward-looking statements,there may be other factors that cause actions,events or results not to be as anticipated,estimated or intended.There can be

332、no assurance that forward-looking statements will prove to be accurate,as actual results and future events could differ materially from those anticipated in such statements.Accordingly,readers should not place undue reliance on forward-looking statements.Forward-looking statements in this MD&A are m

333、ade as of the date of this MD&A or,in the case of documents incorporated by reference herein,as of the date of such documents,and Carlin does not assume the obligation to update any forward-looking statement.Approval Mr.Robert Thomas,a director of the Company and a Qualified Person in compliance under National Instrument 43-101,has reviewed and approved the technical information contained in this