Commander Resources Ltd. (CMD.V) 2023年年度報告「TSX-V」.pdf

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1、2023 ANNUAL REPORT December 31,2023 Consolidated Financial Statements FOR THE YEARS ENDED DECEMBER 31,2023 AND 2022(Expressed in Canadian Dollars)INDEPENDENT AUDITORS REPORT To the Shareholders of Commander Resources Ltd.Opinion We have audited the accompanying consolidated financial statements of C

2、ommander Resources Ltd.(the“Company”),which comprise the consolidated statements of financial position as at December 31,2023 and 2022,and the consolidated statements of loss and comprehensive loss,changes in shareholders equity,and cash flows for the years then ended,and notes to the consolidated f

3、inancial statements,including material accounting policy information.In our opinion,these consolidated financial statements present fairly,in all material respects,the financial position of the Company as at December 31,2023 and 2022,and its financial performance and its cash flows for the years the

4、n ended in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board.Basis for Opinion We conducted our audit in accordance with Canadian generally accepted auditing standards.Our responsibilities under those standards are further described in the Auditors R

5、esponsibilities for the Audit of the Consolidated Financial Statements section of our report.We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the consolidated financial statements in Canada,and we have fulfilled our other ethical respons

6、ibilities in accordance with these requirements.We believe that the audit evidence we have obtained in our audit is sufficient and appropriate to provide a basis for our opinion.Material Uncertainty Related to Going Concern We draw attention to Note 1 of the consolidated financial statements,which i

7、ndicates that the Company has a deficit of$39,366,666 at December 31,2023 and,as of that date,the Companys working capital was$117,361.As stated in Note 1,these events and conditions indicate that a material uncertainty exists that may cast significant doubt on the Companys ability to continue as a

8、going concern.Our opinion is not modified in respect of this matter.Key Audit Matters Key audit matters are those matters that,in our professional judgment,were of most significance in our audit of the consolidated financial statements of the current year ended.These matters were addressed in the co

9、ntext of our audit of the consolidated financial statements as a whole,and in forming our opinion thereon,and we do not provide a separate opinion on these matters.In addition to the matter described in the Material Uncertainty Related to Going Concern section,we have determined the matter described

10、 below to be the key audit matter to be communicated in our auditors report.Assessment of Impairment Indicators of Exploration and Evaluation properties(“E&E Assets”)As described in Note 4 to the consolidated financial statements,the carrying amount of the Companys E&E Assets was$109,189 as of Decem

11、ber 31,2023.As more fully described in Note 2 to the consolidated financial statements,management assesses E&E Assets for indicators of impairment at the end of each reporting date.The principal considerations for our determination that the assessment of impairment indicators of the E&E Assets is a

12、key audit matter is that there was judgment made by management when assessing whether there were indicators of impairment for the E&E Assets,specifically relating to the assets carrying amount which is impacted by the Companys intent and ability to continue to explore and evaluate these assets.This

13、in turn led to a high degree of auditor judgment,subjectivity,and effort in performing procedures to evaluate audit evidence relating to the judgments made by management in their assessment of indicators of impairment that could give rise to the requirement to prepare an estimate of the recoverable

14、amount of the E&E Assets.Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.Our audit procedures included,among others:Evaluating the reasonableness of managements assessment of in

15、dicators of impairment for the E&E assets.Evaluating the intent for the E&E Assets through discussion and communication with management.Assessing compliance with agreements and expenditure requirements including reviewing option agreements and vouching cash payments and share issuances.On a test bas

16、is,evaluating title to ensure mineral rights underlying the E&E Assets are in good standing.Other Information Management is responsible for the other information.The other information obtained at the date of this auditors report includes Managements Discussion and Analysis.Our opinion on the consoli

17、dated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.In connection with our audit of the consolidated financial statements,our responsibility is to read the other information and,in doing so,consider whether the other informat

18、ion is materially 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 conclud

19、e that there is a material misstatement of this other information,we are required to report that fact.We have nothing to report in this regard.Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements Management is responsible for the preparation and

20、fair presentation of the consolidated financial statements in accordance with IFRS Accounting Standards,and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement,whether due to fraud or

21、error.In preparing the consolidated financial statements,management is responsible for assessing the Companys ability to continue as a going concern,disclosing,as applicable,matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate

22、 the Company or to cease operations,or has no realistic alternative but to do so.Those charged with governance are responsible for overseeing the Companys financial reporting process.Auditors Responsibilities for the Audit of the Consolidated Financial Statements Our objectives are to obtain reasona

23、ble 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 assurance is a high level of assurance,but is not a guarantee that an audit conducted in

24、 accordance with Canadian generally accepted auditing standards will always detect a material misstatement when it exists.Misstatements can arise from fraud or error and are considered material if,individually or in the aggregate,they could reasonably be expected to influence the economic decisions

25、of users taken on the basis of these consolidated financial statements.As part of an audit in accordance with Canadian generally accepted auditing standards,we exercise professional judgment and maintain professional skepticism throughout the audit.We also:Identify and assess the risks of material m

26、isstatement of the consolidated financial statements,whether due to fraud or error,design and perform audit procedures responsive to those risks,and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.The risk of not detecting a material misstatement resulting

27、 from fraud is higher than for one resulting from error,as fraud may involve collusion,forgery,intentional omissions,misrepresentations,or the override of internal control.Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in th

28、e 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 of

29、 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 e

30、xists,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,future

31、 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 e

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

33、 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 t

34、hat we identify during our audit.We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence,and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence,

35、and where applicable,related safeguards.From the matters communicated with those charged with governance,we determine those matters that were of most significance in the audit of the consolidated financial statements of the current year ended and are therefore the key audit matters.We describe these

36、 matters 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

37、public interest benefits of such communication.The engagement partner on the audit resulting in this independent auditors report is Catherine Tai.Vancouver,Canada Chartered Professional Accountants April 26,2024 COMMANDER RESOURCES LTD.CONSOLIDATED STATEMENTS OF FINANCIAL POSITION(EXPRESSED IN CANAD

38、IAN DOLLARS)AS AT The accompanying notes are an integral part of these consolidated financial statements.Page 5 of 27 Approved on behalf of the Board of Directors on April 26,2024:“Eric Norton”“Brandon Macdonald”Director Director December 31,December 31,20232022Note$ASSETSCurrent assetsCash 396,081

39、249,263 Receivables4(l)56,167 195,487 Prepaid expenses47,949 27,376 Marketable securities3 85,000 274,980 585,197 747,106 Non-current assetsReclamation bonds4 28,000 28,000 Exploration and evaluation assets4 109,189 112,329 Property and equipment5 46,436 87,221 183,625 227,550 TOTAL ASSETS768,822 97

40、4,656 LIABILITIESCurrent liabilitiesAccounts payable and accrued liabilities130,858 133,441 Advances from optionees4(d)313,660 150,012 Lease liability5 23,318 32,063 467,836 315,516 Lease liability5 -19,872 467,836 335,388 SHAREHOLDERS EQUITYShare capital6 42,082,789 41,766,545 Reserves6 332,632 475

41、,336 Accumulated other comprehensive loss(2,747,769)(2,737,749)Deficit(39,366,666)(38,864,864)300,986 639,268 TOTAL LIABILITIES AND SHAREHOLDERS EQUITY768,822 974,656 Nature of operations and going concern1 Subsequent events13 COMMANDER RESOURCES LTD.CONSOLIDATED STATEMENTS OF LOSS AND COMPREHENSIVE

42、 LOSS(EXPRESSED IN CANADIAN DOLLARS)The accompanying notes are an integral part of these consolidated financial statements.Page 6 of 27 20232022Note$ExpensesAdministration32,807 29,662 Consulting fees7 139,000 138,000 Salary and benefits7 127,682 154,953 Professional fees82,336 47,814 Filing fees an

43、d transfer agent14,503 14,314 Investor and shareholder relations115,264 118,412 Exploration and evaluation expenditures 4 753,794 281,228 Project evaluation17,339 20,595 Amortization5 43,724 43,067 Finance costs5 5,014 2,911 Share-based compensation6,71,466 26,754 (1,332,929)(877,710)Other income(ex

44、penses)Cost recoveries on exploration and evaluation assets 4(a),(d),(l)535,000 176,000 Write-off of exploration and evaluation assets4(c),(e)(3,140)(2,453)Foreign exchange(loss)gain(3,357)4,304 Gain on shares issued for project option payment4(d),61,549 -Management fee income4(d)114,700 47,417 Inte

45、rest and other income6 54,205 19,166 Loss for the year(633,972)(633,276)Other comprehensive income(loss)Item that will not be reclassified to profit or lossChange in fair value of marketable securities at FVOCI 3 (10,020)(632,515)Loss and comprehensive loss for the year(643,992)(1,265,791)Weighted a

46、verage number of common shares outstandingBasic and diluted#40,999,695 39,487,570 Basic and diluted loss per common share$(0.02)(0.02)(i)Certain comparative figures have been reclassified to conform to the current period presentation.For the years ended December 31,COMMANDER RESOURCES LTD.CONSOLIDAT

47、ED STATEMENTS OF CHANGES IN SHAREHOLDERS EQUITY(EXPRESSED IN CANADIAN DOLLARS)The accompanying notes are an integral part of the consolidated financial statements.Page 7 of 27 Accumulated otherTotalNumberSharecomprehensiveshareholdersof SharescapitalReservesLossDeficitequity#$December 31,202239,694,

48、896 41,766,545 475,336 (2,737,749)(38,864,864)639,268 Shares issued for cash3,847,500 307,800 -307,800 Shares issued costs-(12,007)-(12,007)Shares issued for property acquisition 140,845 8,451 -8,451 Share-based compensation-1,466 -1,466 Reclassification on expiry of warrants-12,000 (12,000)-Reclass

49、ification on expiry of options-(132,170)-132,170 -Fair value adjustment on maketable securities-(10,020)-(10,020)Loss for the year-(633,972)(633,972)December 31,202343,683,241 42,082,789 332,632 (2,747,769)(39,366,666)300,986 December 31,202139,453,896 41,746,545 448,582 (2,105,234)(38,231,588)1,858

50、,305 Shares issued for property acquisition 241,000 20,000 -20,000 Share-based compensation-26,754 -26,754 Fair value adjustment on maketable securities-(632,515)-(632,515)Loss for the year-(633,276)(633,276)December 31,202239,694,896 41,766,545 475,336 (2,737,749)(38,864,864)639,268 COMMANDER RESOU

51、RCES LTD.CONSOLIDATED STATEMENTS OF CASH FLOWS(EXPRESSED IN CANADIAN DOLLARS)Page 8 of 27 20232022$Operating activitiesLoss for the year(633,972)(633,276)Items not affecting cash:Amortization 43,724 43,067 Finance cost5,014 2,911 Share-based compensation1,466 26,754 Cost recoveries on exploration an

52、d evaluation assets(535,000)(176,000)Write-off of exploration and evaluation assets3,140 2,453 Other income(38,200)(18,193)Changes in non-cash working capital:Receivables139,320 7,436 Prepaid expenses(20,573)6,882 Accounts payable and accrued liabilities3,417 99,898 Advances from optionees172,099 90

53、,476 (859,565)(547,592)Investing activitiesExploration and evaluation assets-(1,140)Option receipts on exploration and evaluation assets425,000 75,000 Proceeds from sale of marketable securities289,960 173,725 714,960 247,585 Financing activitiesCommon shares issued 340,000 20,000 Share issued costs

54、(12,007)-Loan repayment-(30,000)Lease payments(36,570)(36,570)291,423 (46,570)Changes in cash 146,818 (346,577)Cash,beginning of year 249,263 595,840 Cash,end of year 396,081 249,263 Cash comprised:Cash at bank-Canadian dollars390,330 237,764 Cash at bank-Mexican pesos5,751 11,499 Cash 396,081 249,2

55、63 Supplemental cash flow information(Note 9)For the years ended December 31,COMMANDER RESOURCES LTD.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31,2023 AND 2022(EXPRESSED IN CANADIAN DOLLARS)Page 9 of 27 1.1.NATURE OF OPERATIONS AND GOING CONCERN NATURE OF OPERATIONS

56、 AND GOING CONCERN Commander Resources Ltd.(“Commander”or the“Company”)is a publicly listed company incorporated and domiciled in Canada.The Company is listed on the TSX Venture Exchange under the symbol“CMD”.Commanders records and registered office is at Suite 1100-1111 Melville Street,Vancouver,Br

57、itish Columbia,V6E 3V6.The Company is in the business of acquisition and exploration of mineral resource properties in Canada and Mexico.Commander pursues the prospect generator model and focuses on building a portfolio of early-stage exploration projects.For the ongoing exploration of the projects,

58、the Company aims to option interests in the projects to joint venture partners.These consolidated financial statements(the“financial statements”)have been prepared on a going concern basis which assumes that the Company will be able to continue in operation for the foreseeable future and meet its ob

59、ligations in the normal course of business.The Company has incurred ongoing losses and will continue to incur further losses in the course of exploring its mineral properties.As at December 31,2023,the Company had a deficit of$39,366,666(2022-$38,864,864)and working capital of$117,361(2022-$431,590)

60、.Commander has historically relied on the issuance of share capital to fund its operations.The Company has been successful in raising equity financing in the past.However,there is no assurance that such financing will continue to be available with acceptable terms under current economic and financia

61、l environments.These uncertainties may cast significant doubt about the Companys ability to continue as a going concern.2.2.MATERIAL ACCOUNTING POLICY INFORMATION MATERIAL ACCOUNTING POLICY INFORMATION Basis of presentation The Company prepared these financial statements in accordance with IFRS Acco

62、unting Standards,as issued by the International Accounting Standards Board(“IFRS”).These financial statements have been prepared on a historical cost basis,except for financial instruments measured at fair value.Additionally,these financial statements have been prepared using the accrual basis of ac

63、counting,except for cash flow information.Certain comparative balances on the statements of loss and comprehensive loss have been reclassified to conform to the current year presentation.These financial statements are presented in Canadian dollars,which is the functional currency of the Company and

64、its subsidiaries.Principles of consolidation These financial statements include the accounts of the Company and the following wholly owned subsidiaries:BRZ Mex Holdings Ltd.(“BRZM”);and Minera BRG SA de CV(“Minera BRG”)The Company consolidates these subsidiaries on the basis that it controls these s

65、ubsidiaries.Control is defined as the exposure,or rights,to variable returns from involvement with an investee and the ability to affect those returns through power over the investee.All intercompany transactions and balances have been eliminated on consolidation.COMMANDER RESOURCES LTD.NOTES TO THE

66、 CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31,2023 AND 2022(EXPRESSED IN CANADIAN DOLLARS)Page 10 of 27 2.MATERIAL ACCOUNTING POLICY INFORMATION(continued)2.MATERIAL ACCOUNTING POLICY INFORMATION(continued)Critical accounting estimates,assumptions,and judgments The preparation o

67、f financial statements in accordance with IFRS requires management to make estimates,assumptions and judgments that impact the Companys reported financial results.Estimates,assumptions,and judgments are based on historical experiences and expectations of future events.Actual results could result in

68、material differences from those estimates,assumptions,and judgments.The significant estimates and judgments that affect these financial statements are as follows:Recoverability of exploration and evaluation(“E&E”)assets The Company capitalizes acquisition costs related to E&E assets which comprise s

69、taking costs,and option payments,based on the judgment that the carrying amounts will be recoverable.Their recoverability depends on various factors such as the discovery of economically viable reserves,the Companys ability to obtain the financing to continue exploration and development efforts,or f

70、rom disposition of the E&E assets.If new information becomes available suggesting the recovery of these expenditures is unlikely,the capitalized costs are written-off to profit or loss for the period.Significant judgment is required in assessing indicators of impairment.Going concern The Company app

71、lies judgment in assessing its ability to continue as a going concern.In making this assessment,the Company considers the facts and circumstances disclosed in Note 1.The Company concludes that there is a material uncertainty that may cast significant doubt about its ability to continue as a going co

72、ncern.Income taxes The estimation of income taxes includes evaluating the recoverability of deferred tax assets based on an assessment of the Companys ability to utilize the underlying future tax deductions against future taxable income prior to expiry of those deductions.Management assesses whether

73、 it is probable that some or all of the deferred income tax assets will not be realized.The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income,which in turn is dependent upon the successful discovery,extraction,development and commercialization of m

74、ineral reserves.To the extent that managements assessment of the Companys ability to utilize future tax deductions changes,the Company would be required to recognize more or fewer deferred tax assets,and future income tax provisions or recoveries could be affected.Exploration and evaluation assets(“

75、E&E assets”)All direct costs related to the acquisition of E&E assets are capitalized upon acquiring the legal right to explore a property.Exploration and evaluation expenditures are expensed as incurred while the Company is in the process of exploring its mineral properties and has not yet determin

76、ed whether these properties contain ore reserves that are economically recoverable.If and when the Companys management determines that economically extractable proven or probable mineral reserves have been established,the subsequent costs incurred to develop such property,including costs to further

77、delineate the ore body will be capitalized.When the Company receives proceeds in the form of cash and/or common shares(marketable securities)from the option of an interest or partial sale in a property to another party,the payments are credited against the carrying value of the property and the exce

78、ss amount of the proceeds over the carrying value is recorded as a gain in profit or loss(cost recoveries on exploration and evaluation assets)when received.When all of the interest In a property is sold,any remaining capitalized E&E costs are reduced to$nil with any gain or loss recorded in profit

79、or loss in the period the transaction occurs.COMMANDER RESOURCES LTD.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31,2023 AND 2022(EXPRESSED IN CANADIAN DOLLARS)Page 11 of 27 2.2.MATERIAL ACCOUNTING POLICY INFORMATION(continued)MATERIAL ACCOUNTING POLICY INFORMATION(co

80、ntinued)Exploration and evaluation assets(continued)At each reporting date the carrying amounts of the Companys exploration and evaluation assets are reviewed to determine whether there is any indication that those assets are impaired.If any such indication exists,the recoverable amount of the asset

81、 is estimated in order to determine the extent of the impairment,if any.The recoverable amount is the higher of fair value less costs to sell and value in use.If the recoverable amount of an asset is estimated to be less than its carrying amount,the carrying amount of the asset is reduced to its rec

82、overable amount and the impairment loss is recognized in profit or loss for the period.Impairment of long-lived assets The carrying amounts of the Companys long-lived assets are reviewed at each reporting date to determine whether there is any indication of impairment.If any such indication exists,t

83、hen the assets recoverable amount is estimated.An impairment loss is recognized if the carrying amount of an asset or its related cash-generating unit(“CGU”)exceeds its estimated recoverable amount.The recoverable amount of an asset or CGU is the greater of its value in use and its fair value less c

84、ost to sell.In assessing value in use,the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or CGU.For the purpose of impairment testing,assets that c

85、annot be individually tested are grouped together into the smallest group of assets that generate cash inflows or CGUs.Impairment losses are recognized in profit or loss.Impairment losses recognized in respect of CGUs are allocated to reduce the carrying amounts of the assets in the CGU on a pro rat

86、a basis.Where a previously recognized impairment subsequently reverses,the carrying amount of the asset or CGU is increased to the revised estimate of its recoverable amount,but to an amount that does not exceed the carrying amount that would have been determined had no impairment loss been recogniz

87、ed for the asset of CGU in prior years.A reversal of an impairment loss is recognized in profit or loss.Property and equipment Property and equipment are recorded at cost less accumulated amortization and impairment.Amortization is calculated using the straight-line method over the useful life of an

88、 asset less its estimated residual value.Computer equipment 5 years Office furniture 5 years Field equipment 10 years Right-of-use asset Over the term of the lease Environmental rehabilitation The Company recognizes liabilities for statutory,contractual,constructive or legal obligations,including th

89、ose associated with the reclamation of exploration and evaluation assets,when those obligations result from the acquisition,construction,development or normal operation of the assets.Initially,a provision for a decommissioning liability is recognized at its present value in the period in which it is

90、 incurred,which is generally when an environmental disturbance occurs,or a constructive obligation is determined.Upon initial recognition of the liability,a corresponding amount is added to the carrying amount of the related asset and the cost is amortized as an expense over the economic life of the

91、 asset using the unit of production method.Following the initial recognition of a decommissioning liability,the carrying amount of the liability is increased for the passage of time and adjusted for changes in the estimated provision resulting from revisions to the estimated timing and amount of cas

92、h flows,or changes in the discount rate.Changes to estimated future costs are recognized in the statement of financial position by either increasing or decreasing the decommissioning liability and the decommissioning asset.As at December 31,2023 and 2022,the Company did not have any decommissioning

93、liabilities or asset retirement obligations for the provision of environmental rehabilitation.COMMANDER RESOURCES LTD.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31,2023 AND 2022(EXPRESSED IN CANADIAN DOLLARS)Page 12 of 27 2.2.MATERIAL ACCOUNTING POLICY INFORMATION(co

94、ntinued)MATERIAL ACCOUNTING POLICY INFORMATION(continued)Share-based compensation The Company recognizes share-based compensation on stock options granted.The fair value of the options is measured at grant date,using the Black-Scholes option pricing model,and each tranche is recognized using the gra

95、ded vesting method over the period during which the options vest.A forfeiture rate is estimated on the grant date and is adjusted to reflect the actual number of options that vest.For directors,officers and employees,the fair value of the options is measured at the date of grant,and the options are

96、recognized over the vesting period.For non-employees,share-based compensation is measured at the fair value of the goods or services received,unless that fair value cannot be estimated reliably,in which case the fair value of the equity instruments issued is used.The fair value is recorded at the ea

97、rlier of the vesting date,or the date the goods or services are received.The offset to share-based compensation expense is reserves.Consideration received on the exercise of options is recorded as share capital and the related reserves are transferred to share capital.Upon expiry or cancellation,the

98、 recorded value is transferred from reserves to deficit.Income taxes Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the carrying amounts of existing assets and liabilities and their respective tax basis.Deferred tax assets and l

99、iabilities are measured at the enacted tax rates that are expected to apply when the assets are recovered,and the liabilities settled.Deferred income tax assets also result from unused loss carry-forwards,resource related pools and other deductions.A deferred tax asset is recognized for unused tax l

100、osses,tax credits and deductible temporary differences to the extent that it is probable that future taxable profits will be available against which they can be utilized.Deferred tax assets are reviewed annually and are reduced to the extent that it is no longer probable that the related tax benefit

101、 will be realized.Current income tax expense is the expected tax payable on the taxable income for the year,using tax rates enacted or substantively enacted at year-end,adjusted for amendments to income tax payable with regard to previous years.Management periodically evaluates positions taken in in

102、come tax returns with respect to situations in which applicable tax regulation is subject to interpretation.It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.Loss per share Loss per share is calculated by dividing the loss for the period b

103、y the weighted average number of common shares outstanding during the period.The Company calculates the dilutive effect on loss per share by presuming the exercise of outstanding options and warrants.It assumes that the proceeds of such exercise would be used to repurchase common shares at the avera

104、ge market price during the period.However,the calculation of diluted loss per share excludes the effects of various conversions and exercise of options and warrants that would be anti-dilutive.Accordingly,basic and diluted loss per share is the same for the years presented.Shares subject to escrow r

105、estrictions are excluded from the weighted average number of common shares unless their release is subject only to the passage of time.Share capital Common shares issued by the Company are recorded to share capital at the value of proceeds received,net of share issue costs.The fair value of common s

106、hares issued as consideration for E&E assets or other non-cash consideration is based on the market price of those shares on the date the shares are issued.COMMANDER RESOURCES LTD.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31,2023 AND 2022(EXPRESSED IN CANADIAN DOLLA

107、RS)Page 13 of 27 2.2.MATERIAL ACCOUNTING POLICY INFORMATION(continued)MATERIAL ACCOUNTING POLICY INFORMATION(continued)Share capital(continued)The Company has adopted a residual value method with respect to the measurement of shares and warrants issued as private placement units.The residual value m

108、ethod first allocates value to the more easily measurable component based on fair value and then the residual value,if any,to the less easily measurable component.The Company considers the fair value of common shares issued in a unit private placement to be the most easily measurable component.The b

109、alance,if any,is allocated to the attached warrants.Any fair value attributed to the warrants is recorded as reserves.When warrants expire unexercised,the value previously recorded in reserves is transferred to share capital,except where the original charge was to profit or loss,then it is allocated

110、 to deficit.Flow-Through Common Shares The Company will from time to time,issue flow-through common shares to finance a significant portion of its exploration program.Pursuant to the terms of the flow-through share agreements,these shares transfer the tax deductibility of qualifying resource expendi

111、tures to investors.On issuance,the Company bifurcates the flow-through share into(i)a flow-through share premium,equal to the estimated premium,if any,investors pay for the flow-through feature,which is recognized as a liability and(ii)share capital.Upon expenses being incurred,the Company derecogni

112、zes the liability and recognizes a deferred tax liability for the amount of tax reduction renounced to the shareholders.The premium is recognized as other income and the related deferred tax recognized as a tax provision.Proceeds received from the issuance of flow-through shares are restricted to be

113、 used only for Canadian resource property exploration expenditures within a two-year period.The Company may also be subjected to a Part XII.6 tax on flow-through proceeds renounced under the Lookback Rule,in accordance with Government of Canada flow-through regulations.When applicable,this tax is ac

114、crued as a financial expense until paid.Foreign currency translation Functional currency The functional currency is the currency of the primary economic environment in which the entity operates.The Company and its subsidiaries functional currency is the Canadian dollar and was determined by conducti

115、ng an analysis of the consideration factors in IAS 21,the Effects of Changes in Foreign Exchange Rates(“IAS 21”).Transactions and balances Foreign currency transactions are translated into the relevant functional currency using the exchange rate prevailing at the dates of the transactions.Foreign cu

116、rrency gains and losses resulting from the settlement of such transactions and from the translation at period end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognized in profit or loss.Leases Under IFRS 16 Leases(“IFRS 16”),the Company assesses whether a

117、 contract to rent an item of property and equipment is,or contains,a lease.For contracts that are,or contain,leases,the Company recognizes a right-of-use asset and lease liability at the commencement date.COMMANDER RESOURCES LTD.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECE

118、MBER 31,2023 AND 2022(EXPRESSED IN CANADIAN DOLLARS)Page 14 of 27 2.2.MATERIAL ACCOUNTING POLICY INFORMATION(continued)MATERIAL ACCOUNTING POLICY INFORMATION(continued)Leases(continued)Pursuant to IFRS 16 lessee accounting model,the right-of-use asset is initially measured at cost,which includes the

119、 initial amount of the liability adjusted for any lease payments made at or before the commencement date,plus any initial direct costs incurred and estimates of costs to remove or dismantle the underlying asset or to restore the underlying asset or site on which the asset is located,less any lease i

120、ncentives received.The right-of-use asset is subsequently depreciated using the straight-line method over the term of the lease.The lease liability is initially measured at the present value of the lease payments that are not paid as of the lease commencement date,discounted using the rate implicit

121、in the lease or,if the implicit rate cannot be readily determined,the Companys incremental borrowing rate.The measurement of lease liabilities includes the following types of lease payments:Fixed payments,including in-substance fixed payments;Variable lease payments that depend on an index or rate,i

122、nitially measured using the index or rate as of the commencement date;Amounts expected to be payable under any residual value guarantees;and Exercise price for options that the Company is reasonably certain to exercise for an extension or option to buy,and penalties for early termination of a lease

123、unless the Company is reasonably certain that it will not terminate the lease early.The lease liability is measured at amortized cost using the effective interest method.The lease liability is remeasured in the following circumstances:If there is a change in the future lease payments resulting from

124、a change in index or rate;If there is a change in the Companys estimation of the amount expected to be payable under a residual value guarantee;and If the Company changes its assessment of whether it will exercise an option to purchase,extend or terminate.The Company has elected not to recognize rig

125、ht-of-use assets and liabilities for short-term leases that have a term of twelve months or less and for low-value assets.Financial instruments Financial assets are classified according to their contractual cash flow characteristics and the purpose for which they were acquired.On initial recognition

126、,a financial asset is classified as:amortized cost,fair value through profit or loss(“FVTPL”)or fair value through other comprehensive income(“FVOCI”).A financial asset is measured at amortized cost if it meets both of the following conditions and is not designated as FVTPL:it is held with the objec

127、tive of collecting contractual cash flows;and its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.On initial recognition of an equity investment that is not held for trading,the Company may irrevocabl

128、y elect to measure the investment at FVOCI whereby changes in the investments fair value(realized and unrealized)will be recognized permanently in OCI with no reclassification to profit or loss.The election is made on an investment-by-investment basis.COMMANDER RESOURCES LTD.NOTES TO THE CONSOLIDATE

129、D FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31,2023 AND 2022(EXPRESSED IN CANADIAN DOLLARS)Page 15 of 27 2.2.MATERIAL ACCOUNTING POLICY INFORMATION(continued)MATERIAL ACCOUNTING POLICY INFORMATION(continued)All financial assets not classified as amortized cost or FVOCI are classified as and

130、measured at FVTPL.On initial recognition,a financial asset that otherwise meets the requirements to be measured at amortized cost or FVOCI may be irrevocably designated as FVTPL if doing so eliminates or significantly reduces an accounting mismatch that would otherwise arise.Financial instruments ar

131、e measured on initial recognition at fair value,plus,in the case of financial instruments other than those classified as FVTPL,directly attributable transaction costs.Measurement of financial assets in subsequent periods depends on whether the financial asset has been classified as amortized cost,FV

132、FPL or FVOCI.Measurement of financial liabilities subsequent to initial recognition depends on whether they are classified as amortized cost or FVTPL.Financial assets and financial liabilities classified as amortized cost are measured subsequent to initial recognition using the effective interest me

133、thod.Loss allowances for expected credit losses are recognized on financial assets measured at amortized cost.A loss event is not required to have occurred before a credit loss is recognized.The Company has classified and measured its financial instruments as follows:Changes to accounting policies T

134、he following amendments to existing standards have been adopted by the Company commencing January 1,2023:IAS 1,Presentation of Financial Statements The amendments changed the requirements in IAS 1 with regard to disclosure of accounting policies.The amendments replace all instances of the term signi

135、ficant accounting policies with material accounting policies.Accounting policies are material if,when considered together with other information included in an entitys financial statements,it can reasonably be expected to influence decisions that the primary users of the financial statements make on

136、 the basis of those financial statements.The adoption of these amendments did not materially impact the consolidated financial statements of the Company.IAS 12,Income Taxes The amendments require companies to recognize deferred tax on particular transactions that,on initial recognition,give rise to

137、equal amounts of taxable and deductible temporary differences.The amendments typically apply to transactions such as leases for the lessee and decommissioning and restoration obligations related to assets in operation.The adoption of these amendments did not materially impact the consolidated financ

138、ial statements of the Company.Financial assetsClassificationSubsequent measurementCash Amortized costAmortized costReceivablesAmortized costAmortized costMarketable securitiesFVOCIFair valueReclamation bondsAmortized costAmortized costFinancial liabilitiesClassificationSubsequent measurementAccounts

139、 payable and accrued liabilitiesAmortized costAmortized costCOMMANDER RESOURCES LTD.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31,2023 AND 2022(EXPRESSED IN CANADIAN DOLLARS)Page 16 of 27 2.2.MATERIAL ACCOUNTING POLICY INFORMATION(continued)MATERIAL ACCOUNTING POLICY

140、 INFORMATION(continued)New standards,interpretations and amendments to existing standards not yet effective A number of new standards and amendments to standards and interpretations have been issued by the IASB and are effective for annual periods beginning on or after January 1,2024 which have not

141、been applied in preparing these consolidated financial statements as they are not yet effective.The standards and amendments to standards that would be applicable to the consolidated financial statements of the Company are the following:IAS 1,Presentation of Financial Statements The amendments clari

142、fy the requirements for classifying liabilities as current or non-current.The amendments provide a more general approach to the classification of liabilities based on the contractual arrangements in place at the reporting date.This amendment is effective for financial statements beginning on or afte

143、r January 1,2024,with early adoption permitted.The Company anticipates that these amendments will not have a material impact on the results and financial position of the Company.3.3.MARKETABLE SECURITIES MARKETABLE SECURITIES Commander does not have significant influence in any of its investments in

144、 publicly traded companies.The fair values of the marketable securities are determined at each reporting date by referencing to the closing market prices of these common shares.All of the Companys marketable securities are classified as FVOCI because these investments are not held for trading.The Co

145、mpanys holdings in marketable securities comprised common shares of publicly traded companies received as option payments on the sale of exploration and evaluation assets.The Companys significant holdings or transactions in marketable securities for the fiscal years of 2023 and 2022 were as follows:

146、Aston Bay Holdings Ltd.(“Aston Bay”)In February 2016,Aston Bay issued 11,000,000 common shares to Commander with a fair value of$2,640,000 for the acquisition of Commanders former Storm Property.During the year ended December 31,2023,the Company sold all of its holdings in Aston Bay of 3,625,000 sha

147、res for net proceeds of$138,040(2022 3,875,000 shares for net proceeds of$173,725).Maritime Resources Corp.(“Maritime”)During the year ended December 31,2023,the Company sold all of its holdings of 3,444,000 shares in Maritime for net proceeds of$151,920(2022$nil).December 31,December 31,20232022Not

148、e$Common shares of public companies:Fair value,beginning of the year274,980 1,070,220 Fair value of shares recevied4(l)110,000 11,000 Net proceeds from sales 3(289,960)(173,725)Fair value adjustment(10,020)(632,515)Fair value,end of the year85,000 274,980 COMMANDER RESOURCES LTD.NOTES TO THE CONSOLI

149、DATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31,2023 AND 2022(EXPRESSED IN CANADIAN DOLLARS)Page 17 of 27 4.4.EXPLORATION AND EVALUATION ASSETS AND EXPENDITURES EXPLORATION AND EVALUATION ASSETS AND EXPENDITURES Title to exploration and evaluation assets involves certain inherent risks du

150、e to the difficulties of determining the validity of certain claims as well as the potential for problems arising from the frequently ambiguous conveyancing history characteristic of many exploration and evaluation assets.The Company has investigated title to all of its exploration and evaluation as

151、sets and,to the best of its knowledge,titles to all of its assets are in good standing.Exploration and Evaluation Assets As at December 31,2023 and 2022,the cumulative expenditures on the Companys E&E assets were as follows:Exploration and Evaluation Expenditures During the year ended December 31,20

152、23,the Companys E&E expenditures were as follows:Dec 31,Acquisition/OptionCost Dec 31,OptionCost Dec 31,2021(write-off)proceedsrecovered2022Write-offproceeds recovered2023$Projects in British ColumbiaOctober Dome and Mt.Polley174 -(90,000)90,000 174 -174 Henry Lee62,068 1,140 -63,208 -63,208 Omineca

153、3,140 -3,140 (3,140)-Burn6,315 -(50,000)50,000 6,315 -(400,000)400,000 6,315 Bornite2,453 (2,453)-74,150 (1,313)(140,000)140,000 72,837 (3,140)(400,000)400,000 69,697 Projects in OntarioFirst Loon 27,690 -27,690 -27,690 Sabin 11,801 -11,801 -11,801 39,491 -39,491 -39,491 Mexico projectPedro1 -(36,00

154、0)36,000 1 -(135,000)135,000 1 1 -(36,000)36,000 1 -(135,000)135,000 1 Total113,642(1,313)(176,000)176,000 112,329 (3,140)(535,000)535,000 109,189 OctoberHenryFirstDomeLeeBurnSabin Loon Total$Option payment,claim maintenance-15,000 11,502 17,284 43,786 Drilling-108,972 -108,972 Helicopter,pad buildi

155、ng-165,248 -165,248 Geophysics40,553 -216,401 -256,954 Geological7,200 3,000 21,575 16,100 16,400 64,275 Field labour and supplies-24,585 -24,585 Travel and transport-22,326 7,068 -29,394 Assaying-50,053 -50,053 Regulatory consulting-10,527 -10,527 Total47,753 3,000 418,286 251,071 33,684 753,794 Br

156、itish ColumbiaOntarioCOMMANDER RESOURCES LTD.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31,2023 AND 2022(EXPRESSED IN CANADIAN DOLLARS)Page 18 of 27 4.EXPLORATION AND EVALUATION ASSETS AND EXPENDITURES(continued)4.EXPLORATION AND EVALUATION ASSETS AND EXPENDITURES(co

157、ntinued)During the year ended December 31,2022,the Companys E&E expenditures were as follows:a.Mount Polley,BC In October 2019,Commander entered into an option agreement with a wholly owned subsidiary of Imperial Metals Corporation(“Imperial Metals”)granting Imperial the option to earn a 100%interes

158、t in certain mineral claims within the Mount Polley copper-gold property.Commander has a 100%interest in the property except for one claim which is 90%owned by Commander and 10%by an arms length private company.Total cash consideration comprised$250,000,with 90%to Commander,and 10%to the private com

159、pany,staged in three payments from 2020 to 2022.In December 2022,Imperial Metals fulfilled the payment term and earned a 100%interest in Mount Polley.All tenures of Mount Polley were 100%owned by Commander except for one claim,(mineral number 1064105)which was 90%owned by Commander and 10%owned by a

160、n arms length private company.Commander retains a“Production Fee”(royalty)on future production equal to$1.25 per tonne for the material mined from the property and milled in the Mount Polley mineral processing plant.At any time after earning a 100%interest in Mt Polley,Imperial Metals shall have the

161、 right,upon payment of$1,000,000 to Commander,to reduce the Production Fee reserved to Commander to 50%of the Production Fee in effect at the date of the election(the“Reduced Production Fee”).The Production Fee or Reduced Production fee,as the case may be,shall be doubled in any month where the aver

162、age copper price for that month exceeds a price of$7.00 per pound adjusted for inflation using the Canadian Consumer Price Index as of September 30,2019 as the base rate.The Production Fee from mineral claim 1064105 shall be split 90%to Commander and 10%to the private company.b.Henry Lee,BC The Comp

163、any has a 100%interest in the Henry Lee copper project.In March 2019,the Company entered into a purchase agreement to acquire a 100%interest in two mineral claims adjacent to the Companys Henry Lee property.The total consideration was$56,500($25,000 in cash(paid)and 350,000 shares at fair value of$0

164、.09 per share for$31,500(issued).The vendor retains a 1%NSR royalty and is entitled to receive a one-time advance royalty payment of$1,000,000 upon the commencement of commercial production.During the year ended December 31,2022,additional claims were staked on the property for$1,140.c.Omineca,BC Th

165、e Company owned 100%of the property.During the year ended December 2023,upon managements decision not to continue with the property,the staking costs of$3,140 were written off.New Brunswick October Dome Henry Lee Omineca Bornite Sabin First Loon Nepisiguit Total$Claim maintenance-12,147 4,019 3,275

166、19,441 Field sampling-39,467 -39,467 Field labour and supplies3,625 4,130 1,200 -3,594 -12,549 Geological10,562 9,750 12,750 3,450 7,900 23,178 -67,590 Helicopter,geophysics28,227 21,113 12,285 -35,347 -96,972 Travel,rentals4,709 5,730 3,838 -4,935 -19,212 Assaying1,329 5,150 2,357 -33,078 -41,914 4

167、8,452 45,873 32,430 3,450 20,047 143,618 3,275 297,145 Government exploration tax credits(5,031)-(10,886)-(15,917)Total43,421 45,873 21,544 3,450 20,047 143,618 3,275 281,228 British ColumbiaOntarioCOMMANDER RESOURCES LTD.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31

168、,2023 AND 2022(EXPRESSED IN CANADIAN DOLLARS)Page 19 of 27 4.EXPLORATION AND EVALUATION ASSETS AND EXPENDITURES(continued)4.EXPLORATION AND EVALUATION ASSETS AND EXPENDITURES(continued)d.Burn,BC The Burn copper property was acquired in 2018 via staking claims.In July 2019,the Company entered into an

169、 earn-in agreement(the“Freeport Agreement”)with Freeport-McMoRan Mineral Properties Canada Inc.(“Freeport”)granting Freeport the right to earn up to a 75%interest in the Burn property.The terms of the Freeport Agreement comprised cash considerations of$560,000 and exploration expenditures of$2,500,0

170、00.In July 2022,Commander,Freeport and Itochu Corporation(“Itochu”)entered into a Side Agreement,pursuant to which Freeport and Itochu were partnered to co-fund the earn-in obligations.In August 2023,Freeport/Itochu fulfilled both of the option conditions in cash payments and exploration expenditure

171、s and earned a vested interest of 75%in the Burn property.The completion of the earn-in conditions in August 2023 had resulted in a joint arrangement of 75%Freeport and 25%Commander.If either party dilutes to less than a 10%interest,that interest would be replaced with a 1%NSR.During the year ended

172、December 31,2023,as the project operator,Commander earned management fees of$114,700(2022-$47,417)recorded under management fee income.As at December 31,2023,the funding advance from Freeport/Itochu was$313,660(2022-$150,012)recorded as current liability under advances from optionees.In October 2022

173、,the Company expanded the Burn property through an option agreement(“Option Agreement”)with two private tenure vendors(“Vendors”)acquiring a 100%interest in two mineral tenures.The acquisition cost comprises cash and Commander shares,to be split evenly between the two Vendors.Cash consideration tota

174、ls$290,000 staged into four payments over three years as follows:i)$20,000 on or before October 3,2022(paid);ii)$40,000 on or before October 3,2023(paid);iii)$80,000 on or before October 3,2024;and iv)$150,000 on or before October 3,2025.Issuances of Commander shares in an aggregate value equal to$1

175、60,000 based on the market price(20-day volume-weighted average price)as below:i)promptly after the Effective Date on October 3,2022,valued at$20,000(241,000 shares issued on November 10,2022);ii)on or before the first anniversary,valued at$20,000($10,000 paid in cash,$10,000 in 140,845 shares fair-

176、valued at$8,541 issued on October 16,2023,resulting in a gain of$1,549 on the shares issued);iii)on or before the second anniversary,valued at$40,000;and iv)on or before the third anniversary,valued at$80,000.In October 2022,the Option Agreement was amended that the shares to be issued are subject t

177、o a floor price of$0.071 per share.If the calculated share price falls below the floor price,the Vendors may elect to receive the cash value instead.The Vendors retain a 2%NSR royalty and provide Commander a buy-down provision of the first 1%for$1,000,000 and the remaining 1%for$5,000,000.e.Bornite,

178、BC In 2021,the Company staked claims on the Bornite property for$2,453.In December 2022,the staking cost of$2,453 was written off due to managements decision not to explore the property.COMMANDER RESOURCES LTD.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31,2023 AND 20

179、22(EXPRESSED IN CANADIAN DOLLARS)Page 20 of 27 4.4.EXPLORATION AND EVALUATION ASSETS AND EXPENDITURES(continued)EXPLORATION AND EVALUATION ASSETS AND EXPENDITURES(continued)f.South Voiseys Bay,Labrador As at December 31,2023,the Company holds a 25%interest in the South Voiseys Bay nickel property,an

180、d Fjordland Exploration Inc.,(“Fjordland”)has a 75%interest in the project.Prior to the commencement of the earn-in schedule in 2017,Fjordland had earned a 15%interest in the property.In 2017 and 2021,Fjordland earned an additional 20%and 40%interests,respectively,in the project with the fulfillment

181、 of its commitments in option payments and exploration expenditures.As at December 31,2023,the Company received a total of$90,000 in cash and 1,500,000 shares of Fjordland in option payments.To earn the remaining 25%interest,Fjordland is required to make an option payment of$200,000 by October 31,20

182、24,issuance of 3,000,000 Fjordland shares and spent$5,000,000 in exploration expenditures.Upon Fjordland earning a 100%interest,Commander will retain a 2%NSR.Fjordland has the right to buy 1%of the NSR for$5,000,000 in cash or$2,500,000 in cash and$2,500,000 in Fjordland shares.Upon Fjordlands comme

183、ncement of commercial production,Commander will receive a$10,000,000 advance royalty payment.g.Sabin,Ontario The Companys ownership interest on the Sabin base-precious metal property varies from 58.5%to 100%.h.First Loon,Ontario In 2020,Commander acquired by staking three gold properties on First Lo

184、on for$19,590.In 2021,additional claims were staked on the project for$8,100.l.Pedro,Mexico In September 2016,the Company acquired BRZ Mex Holdings Ltd.(“BRZM”)and its subsidiary,Minera BRG SA de CV(“BRG”)which owns a 100%interest in the Pedro property(“Pedro”)in Mexico.In February 2022,the Company

185、completed an option agreement with Southern Empire Resources Corp.(“Southern Empire”or“SMP”)granting them a 100%interest in Pedro.SMP is the operator of the Pedro project.The Company received$25,000 in cash payment and 100,000 shares of SMP fair-valued at$11,000.Terms of the Option Agreement Total c

186、onsideration consists of:1)100,000 shares of SMP fair-valued at$11,000(received)and 2)$700,000 in cash staged over 4 payments over 3 years as follows:i)Initial payment of$25,000(received);ii)$125,000 on the first anniversary(received$25,000 in cash and 1,000,000 shares fair valued at$110,000);iii)$2

187、50,000 on the second anniversary;and iv)$300,000 on the third anniversary.The second,third and fourth cash payments can be settled in shares of SMP.Exploration expenditures total$1,500,000 of which$400,000(completed)to be expended within the first year of the option agreement.A 2%NSR royalty with no

188、 provision for a buydown On October 26,2022,the SMP option agreement was amended.Commanders subsidiary,BRG agreed to acquire the Centauro Gold Property or such other properties(“Additional Properties”)on behalf of SMP provided that SMP will be responsible for all costs associated with the acquisitio

189、n and annual maintenance fees of the Additional Properties.BRG will hold title of the Additional Properties as a bare legal trustee for the sole benefit of SMP.If SMP fails to acquire a 100%interest of BRG under the terms of the option agreement,BRG shall immediately transfer all of its right,title

190、and interest in the Additional Properties to SMP.As at December 31,2023,Commander had a receivable amount of$21,564 from SMP(2022 receivable of$52,595).COMMANDER RESOURCES LTD.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31,2023 AND 2022(EXPRESSED IN CANADIAN DOLLARS)P

191、age 21 of 27 4.EXPLORATION AND EVALUATION ASSETS AND EXPENDITURES(continued)4.EXPLORATION AND EVALUATION ASSETS AND EXPENDITURES(continued)Reclamation bonds In July 2018,Bearing Lithium Corp.assigned to the Company the right to its reclamation bond with the BC Government on the October Dome and Mt.P

192、olley properties for cash consideration of$18,000.In May 2021,the Company placed a security bond of$10,000 on an application for Mines Act Permit with the BC Ministry of Energy and Mines and Petroleum Resources on the October Dome property.The bond is hypothecated with an automatic annual renewal up

193、on maturity.5.PROPERTY AND EQUIPMENT 5.PROPERTY AND EQUIPMENT Right-of-use asset and lease liability Under IFRS 16 Leases,the Company is required to recognize assets and liabilities for leases with a term over 12 months.The Company holds a two-year office lease expiring in August 2024.The present va

194、lue of future lease payments is recognized as right-of-use asset and lease liability.The Companys lease liability related to the office lease as at December 31,2023 and 2022 was as follows:ComputerOfficeFieldRigh-of-useequipmentfurnitureequipmentassetTotal$CostAt December 31,20218,856 15,820 55,254

195、66,900 146,830 Addition in 2022-61,800 61,800 At December 31,20228,856 15,820 55,254 128,700 208,630 Addition in 2023-2,939 2,939 December 31,20238,856 15,820 55,254 131,639 211,569 Accumulated amortizationDecember 31,2021(5,962)(8,438)(19,342)(44,600)(78,342)Amortization(1,773)(3,166)(5,528)(32,600

196、)(43,067)December 31,2022(7,735)(11,604)(24,870)(77,200)(121,409)Amortization(1,121)(4,216)(5,528)(32,859)(43,724)December 31,2023(8,856)(15,820)(30,398)(110,059)(165,133)Net book valueDecember 31,20221,121 4,216 30,384 51,500 87,221 December 31,2023-24,856 21,580 46,436 Lease liability$December 31,

197、202123,794 Addition 61,800 Lease payments(36,570)Finance costs2,911 December 31,202251,935 Addition 2,939 Lease payments(36,570)Finance costs5,014 December 31,202323,318 Current portion of lease liability23,318 Non-current portion of lease liability-Maturity analysis-contractual undiscounted cash fl

198、owsLess than one year24,380 One to five years-Total undiscounted lease liability24,380 COMMANDER RESOURCES LTD.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31,2023 AND 2022(EXPRESSED IN CANADIAN DOLLARS)Page 22 of 27 6.SHARE CAPITAL 6.SHARE CAPITAL Authorized unlimited

199、 number of common shares without par value Shares issued during the year ended December 31,2022 On November 10,2022,the Company issued 241,000 shares fair-valued at$20,000 with respect to the acquisition of two additional mineral claims to the Burn property(Note 4(d).Shares issued during the year en

200、ded December 31,2023 On September 1,2023,the Company completed a non-brokered private placement and issued 1,937,500 units at$0.08 per unit(the“Units”)for gross proceeds of$155,000 and 1,910,000 flow-through shares(the“FT Share”)at$0.10 per FT share for gross proceeds of$191,000.A flow-through premi

201、um liability of$38,200 was recognized on the issuance date.As at December 31,2023,the Company had incurred flow-through qualifying expenditures exceeding$191,000.As a result,the flow-through premium liability of$38,200 was de-recognized and recorded as other income.Each Unit consists of one common s

202、hare and one share purchase warrant with each warrant being exercisable for one common share at a price of$0.14 per share until March 1,2025.In connection with the financing,the Company paid finders fees of$4,920 and incurred$7,087 in legal,filings and transfer agent fees.On October 16,2023,for the

203、second option payment of$10,000 to a tenure vendor of the Burn property,the Company issued 140,846 shares fair-valued at$8,451,resulting in a gain of$1,549 on the shares issued for the option payment on the Burn property(Note 4(d).Warrants On September 1,2023,in connection with the financing,the Com

204、pany issued 1,937,500 share purchase warrants exercisable at$0.14 per share until March 1,2025.During the year ended December 31,2023,1,101,118 warrants exercisable at$0.25 per share expired.Their fair value of$12,000 had been transferred from reserves to share capital.As at December 31,2023 and 202

205、2,activities of the Companys share purchase warrants were as follows:Stock options The Company has a 10%rolling stock option plan with the maximum number of options granted not to exceed 10%of the total number of common shares issued and outstanding at the grant date.Options granted to directors,off

206、icers,employees and consultants have a term up to ten years and the exercise prices and the vesting periods are determined by the Board of Directors.In September 2022,the Company granted 275,000 stock options to directors,officers and consultants.The stock options are exercisable at$0.10 per share f

207、or 5 years until September 8,2027.The fair value of the options granted was calculated at$21,505 using the Black-Scholes option pricing model with these assumptions:volatility of 106%,risk-free interest rate of 3.37%,expected dividend yield of nil and expected life of 5 years.For the years ended Dec

208、ember 31,2023 and 2022,Commander recognized share-based compensation of$1,466 and$26,754,respectively.Number of WarrantsExercise price($)Expiry dateWeighted average remaining life(years)Balance,December 31,2022 and 20211,101,118 0.25 -Expired(701,118)(0.25)March 9,2023-Expired(400,000)(0.25)March 20

209、,2023-Issued 1,937,500 0.14 March 1,20251.17Balance,December 31,20231,937,500 0.14 1.17COMMANDER RESOURCES LTD.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31,2023 AND 2022(EXPRESSED IN CANADIAN DOLLARS)Page 23 of 27 6.SHARE CAPITAL(continued)6.SHARE CAPITAL(continued)

210、During the year ended December 31,2023,stock options of 886,000 expired(2022 no stock options expired).The fair value of these expired options of$132,170(2022$nil)had been transferred from reserves to deficit.The Companys stock option activities for the years ended December 31,2023 and 2022 were as

211、follows:As at December 31,2023,the Companys outstanding and exercisable stock options were as follows:Reserves Reserves include the accumulated fair value of stock options recognized as share-based compensation(“SBC”)and the fair value of warrants.Reserves are increased by the fair value of these it

212、ems on vesting and are reduced by corresponding amounts when the options or warrants are exercised or expired.7.RELATED PARTY TRANSACTIONS 7.RELATED PARTY TRANSACTIONS Compensation of key management Key management personnel include those having authority and responsibilities for directing,planning a

213、nd controlling the Companys activities directly or indirectly.Their remuneration for the years ended December 31,2023 and 2022 was as follows:Weighted averageWeighted averageNumber of exercise priceNumber of exercise priceoptions$options$Balance,beginning of year3,911,0000.14 3,636,0000.14 Granted-2

214、75,0000.10 Expired(886,000)0.17 -Balance,end of year3,025,0000.13 3,911,0000.14 2023 2022Optionsoutstanding&Exercise Weighted average exercisablepriceExpiry remaining life#$date(years)760,000 0.07 June 12,20240.45530,000 0.14 November 12,20251.871,460,000 0.17 October 29,20262.83275,000 0.10 Septemb

215、er 8,20273.693,025,000 0.13 2.14Stock optionWarrantreservereserveTotal$December 31,2021436,582 12,000 448,582 SBC on vesting of stock options 26,754 -26,754 December 31,2022463,336 12,000 475,336 SBC on vesting of stock options 1,466 -1,466 Reclassification on expiry of warrants-(12,000)(12,000)Recl

216、assification on expiry of options(132,170)-(132,170)December 31,2023332,632 -332,632 COMMANDER RESOURCES LTD.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31,2023 AND 2022(EXPRESSED IN CANADIAN DOLLARS)Page 24 of 27 7.RELATED PARTY TRANSACTIONS(continued)7.RELATED PARTY

217、 TRANSACTIONS(continued)As at December 31,2023,an amount of$11,327 was due to the VP Exploration.8.LOAN PAYMENT 8.LOAN PAYMENT In May 2020,the Company received from the Canadian government a$40,000 loan under the Canada Emergency Business Account(“CEBA”)program.In December 2022,the CEBA loan was rep

218、aid and the forgivable amount of$10,000 was recorded as other income in 2022s statements of loss and comprehensive loss.9.SUPPLEMENTAL CASH FLOW INFORMATION9.SUPPLEMENTAL CASH FLOW INFORMATION 10.SEGMENTED INFORMATION 10.SEGMENTED INFORMATION The Company operates in one single reportable segment,bei

219、ng the acquisition and exploration of resource properties.As at December 31,2023 and 2022,the carrying values of the Companys non-current assets are:Exploration and evaluation assets:$109,188(2022-$112,328)located in Canada;and$1(2022-$1)located in Mexico Property and equipment$46,436(2022-$87,221)l

220、ocated in Canada Reclamation bonds$28,000(2022-$28,000)located in Canada 11.CAPITAL MANAGEMENT The Company defines its capital as all components of shareholders equity.The Company manages its capital structure by maintaining adequate funds to support the acquisition and exploration of minerals asset

221、s.The Board of Directors does not establish a quantitative return on capital criteria for management,but rather relies on the expertise of the Companys management to sustain future development of the business.There were no changes in the Companys approach to capital management for the year ended Dec

222、ember 31,2023.The Company is not subject to externally imposed capital requirements.Nature of 2023 2022Compensation$President and CEOSalary and project expenditures155,282 154,953 Vice President,ExplorationProject expenditures149,350 114,650 Corporate SecetaryConsulting42,000 42,000 Chief Financial

223、OfficerConsulting58,800 58,800 DirectorConsulting1,000 -VariousShare-based compensation-17,595 406,432 387,998 20232022$Financing activities:Marketable securities received for exploration and evaluation assets 110,000 11,000 Fair value of shares issued for accounnts payable 6,000 -Fair values on exp

224、ired warrants reclassified from reserves to share capital 12,000 -Fair value on expired options reclassified from reserves to deficit 132,170 -Investing activities:Equipment addition:right-of-use asset recognized under IFRS 162,939 61,800 Other cash flow information:Interest received1,005 973 COMMAN

225、DER RESOURCES LTD.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31,2023 AND 2022(EXPRESSED IN CANADIAN DOLLARS)Page 25 of 27 12.FINANCIAL INSTRUMENTS AND RISK MANAGEMENT 12.FINANCIAL INSTRUMENTS AND RISK MANAGEMENT Fair value The carrying values of receivables,reclamati

226、on bond,accounts payable and accrued liabilities approximate their fair values due to the short-term to maturity of these financial instruments.The Company classifies its financial instruments measured at fair value at one of three levels according to the relative reliability of the inputs used to e

227、stimate the fair value.The Companys marketable securities are classified as a level 1 financial asset.The fair value hierarchy is as follows:Level 1 quoted prices(unadjusted)in active markets for identical assets or liabilities;Level 2 inputs other than quoted prices included in Level 1 that are obs

228、ervable for the asset or liability,either directly(i.e.,as prices)or indirectly(i.e.,derived from prices);and Level 3 inputs for the asset or liability that are not based on observable market data(unobservable inputs).Liquidity risk Liquidity risk is the risk that the Company will not be able to mee

229、t its financial obligations as they become due.The Company manages this risk by budgeting and forecasting cash requirements for its operations and exploration activities to ensure there is sufficient liquidity to meet the obligations.The Covid pandemic and geopolitical instability in certain regions

230、 have brought unprecedented disruptions to global supply chains which together with high energy and food prices have driven inflation and interest rates to a record high.These factors have resulted in an economic slowdown,volatility in commodity prices and tightened capital markets.Based on the cash

231、 forecast for the next twelve months,the Company will require additional financing to continue as a going concern.There is no assurance that the financing will be available with acceptable terms under current economic and financial conditions.Credit risk Credit risk is the risk that one party to a f

232、inancial instrument fails to meet its contractual obligations and causes the other party a financial loss.Financial instruments that potentially subject the Company to credit risk are the carrying values of cash and cash equivalents and receivables.To minimize the credit risk,the Company deposits it

233、s cash and cash equivalents with a high credit-rating financial institution.The Companys receivables primarily comprised$34,603 in sales tax refundable from the government of Canada and$21,564 funding advance from an optionee of the Companys Mexican project.Market risk Market risk is the risk that t

234、he fair value or future cash flows of a financial instrument will fluctuate due to changes in market prices.Market risk is comprised of three types of market price changes:Foreign currency risk The Company is exposed to foreign currency risk on fluctuations related to cash and accounts payable and a

235、ccrued liabilities that are denominated in Mexican Pesos.A 10%change in foreign exchange rates would result in a nominal difference for the year ended December 31,2023.Interest rate risk This rate relates to the change in the borrowing rates affecting the Company.The Company is not exposed to intere

236、st rate risk as it does not have any significant financial instruments with interest rates,with the exception of cash.Interest earned on cash is based on prevailing bank account interest rates,which may fluctuate.A 10%increase or decrease in the interest rates would have a nominal impact in interest

237、 income for the year ended December 31,2023.COMMANDER RESOURCES LTD.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31,2023 AND 2022(EXPRESSED IN CANADIAN DOLLARS)Page 26 of 27 12.FINANCIAL INSTRUMENTS AND RISK MANAGEMENT(continued)12.FINANCIAL INSTRUMENTS AND RISK MANAGE

238、MENT(continued)Price risk Price risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate due to changes in market prices.Commander is exposed to price risk with respect to its marketable securities.A 10%change in the share prices would affect their fair valu

239、es and comprehensive loss(income)by about$8,500(2022-$27,498).13.SUBSEQUENT EVENTS 13.SUBSEQUENT EVENTS i)On January 22,2024,the Company entered into a royalty purchase agreement to sell a portfolio of five of its royalty interests in Canada(the“Transaction”)to a subsidiary of Taurus Mining Royalty

240、Fund L.P.,for a total consideration of US$4.1 million in cash(CDN$5.6 million).Financial advisory fee of US$82,000,being 2%of the transaction value of US$4.1 million,will be paid in cash upon the closing of the Transaction.On February 28,2024,the Company received conditional acceptance from TSX Vent

241、ure Exchange.ii)On March 4,2024,the Company received notice from FruchtExpress Grabher GmbH&Co KG(FEx),announcing its intention to commence an all-cash offer to acquire all the Companys issued and outstanding shares for$0.09 per share(the proposed offer).The Company is evaluating the Proposed Offer

242、and will make recommendation considering all reasonable stakeholder interest.iii)On March 16,2024,the Company issued 320,000 common shares for proceeds of$22,400 on the exercise of 320,000 stock options at the exercise price of$0.07.14.INCOME TAXES 14.INCOME TAXES A reconciliation of income taxes at

243、 statutory rates with the reported taxes is as follows:2023 2022 Loss for the year(633,972)$(633,276)$Expected income tax(recovery)(171,000)(171,000)Change in statutory,foreign tax,foreign rates and other(15,000)-Permanent differences123,000 (37,000)Share issue cost(3,000)-Impact of flow through sha

244、res52,000 40,000 Impact of capitalizing the excess of option payments recovered144,000 49,000 Adjustment to prior years provision versus statutory tax returns 121,000 54,000 Change in unrecognized deductible temporary differences(251,000)65,000 Income tax expense(recovery)-$-$COMMANDER RESOURCES LTD

245、.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31,2023 AND 2022(EXPRESSED IN CANADIAN DOLLARS)Page 27 of 27 14.INCOME TAXES(continued)14.INCOME TAXES(continued)The significant components of the Companys deferred tax assets that have not been included on the consolidated

246、 statements of financial position are as follows:The significant components of the Companys temporary differences,unused tax credits and unused tax losses that have not been included on the consolidated statements of financial position are as follows:Tax attributes are subject to review and potentia

247、l adjustments by tax authorities.2023 2022 Deferred tax assets(liabilities)Exploration and evaluation assets2,126,000$2,391,000$Equipment and other41,000 44,000 Share issue costs6,000 6,000 Marketable securities70,000 252,000 Allowable capital losses218,000 35,000 Non-capital losses available for fu

248、ture periods1,877,000 1,861,000 4,338,000 4,589,000 Unrecognized deferred tax assets(4,338,000)(4,589,000)Net deferred tax assets-$-$2023 Expiry Date Range2022 Expiry Date RangeTemporary Differences$Share issue costs24,000 2044 to 204721,000 2043 to 2045Allowable capital losses808,000 No expiry date

249、129,000 No expiry dateEquipment and other154,000 No expiry date165,000 No expiry dateExploration and evaluation assets7,170,000 No expiry date8,153,000 No expiry dateInvestment tax credit260,000 2032 to 2033260,000 2032 to 2033Marketable securities519,000 No expiry date1,867,000 No expiry dateNon-ca

250、pital losses6,919,000 2026 to 20436,863,000 2026 to 2042 Canada6,616,000 2026 to 20436,597,000 2027 to 2042 Mexico304,000 2024 onwards266,000 2023 onwards Managements Discussion and Analysis For the Years ended December 31,2023 and 2022 Commander Resources Ltd.Managements Discussion and Analysis For

251、 the Year ended December 31,2023 -1-FORWARD-LOOKING STATEMENTS This Management Discussion and Analysis(“MD&A”)contains forward-looking information within the meaning of National Instrument 51-102 Continuous Disclosure Obligations of the Canadian Securities Administrators that involve risks and uncer

252、tainties.Such forward-looking statements include statements of the Companys future plans,estimation of mineral resources,government regulations of the mining industry,requirements for operational funding,environmental risks,and anticipated timing of completion of property dispositions or acquisition

253、s.These known or unknown risks and uncertainties could cause actual performance of the Company to differ materially from results implied by such forward-looking information.These uncertainties include future commodity pricing,capital market access,global economy and politics,government regulations,e

254、nvironmental restrictions,exploration results,permitting timelines,as well as those factors discussed in the section entitled“Risks and Uncertainties”in this MD&A.This MD&A has been prepared based on available information up to the date of this report,April 26,2024(the“Report Date”)and should be rea

255、d in conjunction with the Companys audited consolidated financial statements for the year ended December 31,2023.The financial information disclosed in this MD&A have been prepared in accordance with International Financial Reporting Standards(“IFRS”).Additional information is available on SEDAR at

256、and the Companys website .DESCRIPTION OF BUSINESS The Company is in the business of acquisition and exploration of resource properties in Canada and Mexico.The Company focuses on building a portfolio of early-stage exploration projects and relies on partnerships(option to joint venture),where deemed

257、 appropriate,to continue the exploration of these assets.This approach has allowed the Company to accumulate a portfolio of royalties,generate cash resources from the proceeds received on option payments and accumulate holdings of marketable securities which are also received as option payments.Robe

258、rt Cameron,P.Geo.,President and Chief Executive Officer and a Qualified Person under National Instrument 43-101,has reviewed and approved the technical information presented in this MD&A.Data Verification:All technical data presented herein is either accompanied by a reference to the original public

259、 disseminated news release which contains the detailed QA/QC data for the data,or the QA/QC is presented here.Historical data is,when referenced as such,treated as valid for exploration purposes only by the Company following review by Qualified Persons,Robert Cameron,P.Geo.and Stephen Wetherup,P.Geo

260、.A more detailed data verification statement for each project may be found on the corporate website under the project tab.YEAR HIGHLIGHTS AND SUBSEQUENT EVENTS PROJECT EXPLORATION and EXPANSION ACTIVITIES Drilling Program at the Burn Property,British Columbia In October 2023,the Company completed a

261、4,306-meter drilling program at the Burn property,a follow-up to an inaugural drilling-test comprising 4 drill holes of 1,513 meter completed in October 2022.Drilling results from the 2022 drill program showed the best value being from hole BU22-01 that returned 50 metres 0.11%Cu and 0.20 g/t Au and

262、 from hole BU22-02 that returned 83.5 metres grading 1.08 g/t Au.The drilling program was majority funded by the Companys joint venture partner,Freeport McMoran Mineral Properties Canada Inc.(“Freeport”)and by Commander via the option payments received from Freeport.Commander Resources Ltd.Managemen

263、ts Discussion and Analysis For the Year ended December 31,2023 -2-Highlights of the 2023 Drill Program Drilling tested a large 9 km2 partially exposed porphyry system that was drilled for the first time in 2022.Targets tested included step-outs from 2022 drill holes and magnetic and soil geochemical

264、 targets.Drilling of 4,306 metres within 10 holes.On January 19,2024,the Company released the results of the program.o The 2023 program highlights potential for a deep porphyry target below current drilling as well as to the northwest.o A step out hole on the gold zone,first intersected in hole B-02

265、 in 2022,encountered elevated gold values and the zone remains open to expansion.o The best results in the 2023 program were from hole B-10 that returned 140 m of 0.1%CuEq starting at 12 metres downhole in the central copper zone.Freeport has met the requirements to vest at a 75%interest.Non-Brokere

266、d Private Placement of$346,000 On September 1,2023,the Company completed a non-brokered private placement and issued 1,937,500 units at$0.08 per unit(the“Units”)for gross proceeds of$155,000 and 1,910,000 flow-through shares(the“FT Share”)at$0.10 per FT share for gross proceeds of$191,000.Each Unit

267、consists of one common share and one share purchase warrant with each warrant being exercisable for one common share at a price of$0.14 per share until March 1,2025.The proceeds from the financing are to be used to advance the Companys project explorations and for general working capital.SUBSEQUENT

268、EVENTS Sale of Royalty Interests On January 22,2024,the Company entered into a royalty purchase agreement to sell a portfolio of its royalty interests(the“Transaction”)to a subsidiary of Taurus Mining Royalty Fund L.P.,for US$4.1 million in cash(CDN$5.5 million).The royalty portfolio comprises 5 roy

269、alties in Canada.Financial advisory fees of US$82,000,being 2%of the transaction value of US$4.1m,will be paid in cash upon the closing of the Transaction.On February 28,2024,the Company received from TSX Venture Exchange conditional acceptance on the Transaction.As of the Report Date of the MD&A,th

270、e Transaction is still in the progress.Unsolicited Takeover bid On March 4,2024,the Company received notice from FruchtExpress Grabher GmbH&Co KG(FEx),announcing its intention to commence an all-cash offer to acquire all issued and outstanding shares of Commander for$0.09 per share(the proposed offe

271、r).The Company will seriously and diligently evaluate the proposed offer once it is received in full and make a recommendation consistent with our mandate to consider all reasonable stakeholder interests and maximize value As of the date of this MD&A,the Company has not received a formal notice of t

272、he offer.EXPLORATION AND EVALUATION ASSETS CANADA First Loon,Ontario In February 2020,Commander acquired by staking the 8,892 ha First Loon property in the Pickle Lake Gold Belt located south and east of the main concentration of past producing mines that include the Pickle Crow,Central Patricia and

273、 Dona Lake mines.The First Loon property is underlain by the Confederation and Pickle Crow assemblage(intercalated mafic to intermediate volcanic rocks with iron formation).Bedrock exposure in this region is extremely limited and detailed airborne geophysical surveys were necessary prior to a first

274、pass evaluation of this property.There are at least 20 historical drill holes on the property completed by companies UMEX,Placer Dome and Kerr Addison.Commander Resources Ltd.Managements Discussion and Analysis For the Year ended December 31,2023 -3-In September 2020,the Company completed a property

275、 wide airborne 800 line-kilometre magnetic and electromagnetic survey(“MES”)over First Loon accompanied by a field program of geological mapping,rock sampling and till sampling on the northeast end of the property.Bedrock exposure is limited as the property is covered by an extensive continuous shee

276、t of till.In January 2021,the Company completed an initial geological and structural interpretation of the airborne magnetic and electromagnetic survey and identified three principal target areas based on magnetic and resistivity features and similarities extrapolated from nearby gold mining operati

277、ons.As a result of this study,the Company increased the property by 60%(from 5,507 to 8,892 hectares)by staking additional claims to cover potential extensions of the new targets.Work in September 2021 included ground mapping and prospecting of key target areas and a property-wide till sampling prog

278、ram.Gold grain counts were determined by IOS Services Geoscientifiques Inc.using their automated grain count technology.Areas of focus were the northeastern and southwestern areas of the property where F2 fold closures were identified from the airborne magnetic survey.Overall gold grain counts were

279、very low reflecting the dominance of far travelled till and the effects of glacio-lacustrine re-working of surficial material.In September and October 2022,a small field program of prospecting and additional till sampling(for mineral grain counts)was completed.In general,the nature of the till sampl

280、ing medium suggests that excessive dilution from far travelled materials greatly supresses the local bedrock signal.Additional sampling is planned.Work is ongoing with respect to refining the clay size geochemical data of the till survey where weak signals are present in the northeastern area of the

281、 property.Sabin,Ontario The Sabin property is located at the north margin of the mineral-rich Sturgeon Lake Greenstone belt of Archean metavolcanic and metasedimentary rocks in the Wabigoon Sub-Province of the Superior Province,400 km northwest of Thunder Bay and about 10 km north of the community o

282、f Savant Lake,Ontario.The property hosts a VMS base-precious metal deposit called the Marchington Zone.In October 2018,the Company completed an airborne versatile time domain electromagnetic survey(VTEM)on the property.The airborne survey consisted of 370-line kilometres of electromagnetic and magne

283、tic surveying by Geotech Ltd.,using its latest generation VTEM Plus system.The survey results were delivered in January 2019.Commanders geophysical consultant,Brian Bengert,P.Geo.,interpreted the data and identified a significant number of high priority conductors throughout the property.In October

284、2019,the Company completed a rock sampling program that comprised selective grab samples of bedrock of which 30 samples were chosen for analysis and 126 samples for whole rock and trace element analysis to aid in alteration studies.Of the 30 rocks analyzed 10 were over limit and had to be re-analyze

285、d by assay techniques.Of note are the two samples from the Kash Zone which comprises a nine-kilometre trend defined by variable strength conductors,low resistivity and magnetic highs.The best sample from Kash returned 5.1 g/t Au,123 g/t Ag and 3.1%Cu from a small exposure on the edge of a swamp from

286、 quartz,biotite,garnet schist with disseminated chalcopyrite.Similarly rocks from the Golsil zone were high in silver and sample 1588601 returned 2.9 g/t Au,484 g/t Ag and 7.2%Cu.(see news release dated July 29,2019)Sampling in 2020 identified a bulk tonnage-style gold target within the Patterson La

287、ke Stock where sampling returned shows gold values up to 1.4 g/t from grab samples and returned high gold and zinc values from newly sampled Hadley showing.Additional rock sampling results were released in 2021.(see news release dated January 15,2021 for detailed QA/QC.)A 19.7 km ground based induce

288、d polarization survey was completed in the fall of 2023 and preliminary results have been received and are in the process of being refined and compiled.Additional ground work included detailed geological mapping and detailed XRF measurements of outcrops to aid in pseudo-whole-rock characterization a

289、nd identification of the alteration and protolith.Commander Resources Ltd.Managements Discussion and Analysis For the Year ended December 31,2023 -4-October Dome,BC The October Dome gold-copper property is located in central BC,near the town of Likely.The October Dome property is located 10 km north

290、 of Imperial Metals Corporations(“Imperial”)Mount Polley porphyry copper gold mine property and 7 km to the southeast of Osisko Gold Royalties Ltd.s QR skarn gold mine property.The October Dome claims are subject to net smelter return(“NSR”)royalties of between 1.5%and 2%.In 2013 a 1,086-metre(six h

291、oles)diamond drill program by the previous property owner targeted the northern end of a four-kilometre-long gold and arsenic soil anomaly that is coincident with an induced polarization(IP)chargeability anomaly.Holes OD-5 through OD-7 encountered diorite and monzonite intrusions within hornfelsed s

292、ediments and propylitized basalts.Hole OD-6 encountered a 15-metre core length of massive magnetite skarn with semi-massive pyrite layers accompanied by chalcopyrite,epidote and garnet at the sediment/basalt contact.A nine-metre section of this skarn assayed 0.7 gram per tonne gold,including a three

293、-metre length that returned 1.3 g/t Au.For full details of the drill program reference should be made to Bearing Resources news release dated December 3,2013.Since 2018,Commander has completed magnetic surveys,data compilation,magnetic susceptibility measurements of historical core soil sampling and

294、 geological mapping.Key targets on the property are gold-bearing magnetite skarns associated with alkalic-style porphyry copper-gold systems and alkalic-style porphyry copper gold deposits akin to Mt.Polley.In 2022,a small work program of geological mapping,sampling and reprocessing(3D Inversion)of

295、historical Induced Polarization surveys were completed followed by a helicopter supported airborne magnetic survey over the property.Work in late 2023 included a ground-based MT survey.Compilation work is ongoing and the results of the MT survey are still pending.All project analytical work was perf

296、ormed by Bureau Veritas in Vancouver,BC.Rocks were crushed,split and pulverized with a subset of 250 g rock sieved to 200 mesh and analyzed for gold by fire assay fusion Au by ICP-ES 30 and soils were analyzed by selecting an 80-mesh subsample and analyses by aqua-regia and Ultratrace ICP-MS analysi

297、s.Henry Lee,BC This property was acquired 100%based on regional compilations of government geoscience data targeting porphyry copper-style deposits.In 2018,the Company completed preliminary mapping and sampling of soils and rocks over three lines spaced 200 metres apart.The soil sample results outli

298、ne a sporadic elevated copper in soil anomaly(200 ppm Cu)over the 600 metres covered by the sampling.A solitary silt sample located a further 400 metres to the north returned 545 ppm copper suggesting a possible additional extension to the area of anomalous copper.The sampling was discontinuous due

299、to a series of large swamps.In March 2019,the Company entered into a purchase agreement to acquire a 100%interest in two mineral claims adjacent to Commanders Henry Lee property.The total consideration was$56,500($25,000 in cash(paid)and 350,000 Commander shares at$0.09 per share for$31,500(issued).

300、The vendor retains a 1%net smelter return royalty and is entitled to receive a one-time royalty payment of$1,000,000 upon the commencement of commercial production.The Company completed soil sampling and geological mapping in the fall of 2019.Results from this sampling returned elevated but disconti

301、nuous molybdenum and local copper values northerly from the current grid.Till cover is extensive and exposed bedrock is rare.In 2020,a field program of geological mapping and rock sampling was completed over the main target area at the south end of the property.Thirteen rock samples were collected o

302、ver three days of geological mapping.The known extents of the granodiorite body were refined to the south and west.Numerous zones of“ksp”altered quartz veins were observed but minimal Cu or Mo returned in sampling.One float boulder of stockwork quartz/k-feldspar veined granodiorite returned 15 ppm M

303、o and 298 ppm Cu.Along the southeast margin of the granodiorite a shear vein(0.5 m wide)in basalt containing quartz-calcite-pyrite-chalcopyrite occurs and extends in rubbly outcrop for a minimum of 60 m.Three samples collected from this vein returned up to 47 g/t Ag,0.41%Cu with anomalous Pb,Zn,Mo a

304、nd Au.In January 2022,additional claims were acquired to the south of the original claim block.A small field program comprising expansion of the existing soil sampling grid to the south onto the newly acquired land was completed.Soil results were Commander Resources Ltd.Managements Discussion and An

305、alysis For the Year ended December 31,2023 -5-successful in expanding the extents of the previously defined anomalies to the south onto the newly acquired tenure for a distance of some 200 metres up to the adjacent mineral tenure owned by a third party.Analytical work was performed by Bureau Veritas

306、 in Vancouver,BC.Rocks were crushed,split and pulverized with a subset of 250 g rock sieved to 200 mesh and analyzed for gold by fire assay fusion Au by ICP-ES 30 and soils and silts were analyzed by selecting an 80-mesh subsample and analyses by 4 Acid digestion and Ultratrace ICP-MS analysis.Omine

307、ca,BC The property was located in North Central BC within the prolific copper-gold producing Quesnel terrane.The property was first explored by UMEX Mining Corp.and subsequently by the Company that had collected most of the historical data and it was presented it within press releases.The entire his

308、torical dataset had been reviewed and in some cases been verified through test sampling by the Companys VP Exploration,Stephen Wetherup,P.Geo.who acted as a“qualified person”under NI43-101 compliant under Standards of Disclosure for Mineral Projects.Since 2017 the Company had completed a series of s

309、mall work programs that include geological mapping,soil sampling and rock sampling.In 2023 all data was reviewed by Commanders qualified persons,Robert Cameron P,Geo and Steven Wetherup,P.Geo.It was determined that results to date were insufficient to justify additional exploration on the property a

310、nd the tenure was allowed to lapse and the project staking costs of$3,140 were written off as at December 31,2023.Burn,BC(optioned to Freeport McMoRan Commander is the operator)The Burn property was acquired by map-staking in October 2018 and expanded further in November 2018.In October 2022,the pro

311、perty was further expanded by 127 hectares via an option agreement with two private tenure holders(page 8).The property covers a large prominent gossan which is underlain by extensive pyrite rich phyllic alteration of quartz,biotite feldspar porphyry reflective of a potential porphyry copper system.

312、Ten rock samples were initially collected,of which three were greater than 200 ppm copper and one sample returned 0.11%copper.Analytical work was performed by Bureau Veritas in Vancouver BC.Rocks were crushed,split and pulverized with a subset of 250 g rock sieved to 200 mesh and analyzed for gold b

313、y fire assay fusion Au by ICP-ES 30.In July 2019,the Company entered into an earn-in agreement(the“Freeport agreement”)”with Freeport-McMoRan Mineral Properties Canada Inc.(“Freeport”)allowing Freeport to earn up to a 75%interest in the Burn property by cash payment of$560,000 and spending$2,500,000

314、 in exploration expenditures over eight years by July 2026.In August 2023,Freeport fulfilled both option conditions of the agreement.As such,they earned a vested interest of 75%in the Burn property.The completion of the earn-in conditions on the Freeport Agreement resulted in a joint arrangement of

315、75%for Freeport and 25%for Commander.If either party dilutes to less than a 10%interest,that interest would be replaced with a 1%net smelter return royalty.The Company is the project operator until Freeport vests a 51%interest which was expanded to all work in 2023 also.As the operator of the projec

316、t,the Company earns a 5%management fee on the exploration expenditures.In July 2022,the Company entered into a Side Agreement with Freeport and Itochu Corporation,pursuant to which the Company provided its consent with certain amendments that Itochu will make investments in order to earn certain int

317、erests in the Burn project within the portion controlled by Freeport.Field work began in 2019 and comprised property wide geological mapping,stream silt sampling,soil sampling and rock sampling.Sample density was low to enable a first pass property wide coverage.A total of 579 soil,89 silt and 85 ro

318、ck samples were collected and analyzed for multi-elements on the property resulting in the identification of four high priority target areas characterized by a combination of elevated copper and gold in soils and phyllic alteration.Rock samples were analyzed with a Terraspec unit to determine altera

319、tion minerals.Rocks were crushed,split and pulverized with a subset of 250 g rock sieved to 200 mesh and analyzed for gold by fire assay fusion Au by ICP-ES 30.Commander Resources Ltd.Managements Discussion and Analysis For the Year ended December 31,2023 -6-In July 2020,a field program of geologica

320、l mapping and rock sampling was completed in an area highlighted by previous sampling in what is referred to as the Central Zone.The Central zone is underlain by numerous phases of feldspar-biotite-hornblende monzonite and quartz monzonite dykes and stocks exhibiting alteration from chlorite to chlo

321、rite-magnetite,and moderate quartz-sericite-pyrite(QSP)to intense QSP with local quartz veinlets.In one location,angular boulders of K-feldspar-biotite-magnetite altered feldspar-biotite porphyry monzonite with sheeted and stockwork magnetite-quartz veins with K-feldspar haloes was discovered.Reconn

322、aissance soil sampling in the Central zone has identified several anomalous Au-Cu and Mo areas including one discrete region on the west side where three samples over 300 m returned 500 ppb Au to 3900 ppb Au.Silt sampling from one of the north flowing creeks draining the Main zone returned anomalous

323、 Cu-Mo-Au throughout.In 2020,23 samples were collected around the anomalous gold in soil samples including samples of talus fines collected directly downhill from soil sample pits.The bedrock in this area is mainly underlain by a biotite-feldspar porphyry monzonite stock and intensely QSP altered an

324、d pyrite vein stockworks.The stock is cut by a series of sheeted WNW striking vertical pyrite veinlets with strong QSP altered haloes.Rock grab samples include 4 samples greater than 250 ppb Au including one sample of 1,586 ppb Au with low Cu tenors,again typical at high-levels in porphyry Cu-Au sys

325、tems.(See news release dated November 13,2020)In October 2021,Commander completed a single line of Induced polarization surveying and collected soils samples in the area of the central anomaly within the Burn Copper-Gold property under option to Freeport McMoRan.Elevated chargeability was measured i

326、n several location along the single line completed.In October 2022,Commander expanded the Burn property via an option agreement(“Option Agreement”)with two private tenure vendors(“Vendors”)to acquire a 100%interest in two mineral claims totaling 127 hectares.The acquisition cost comprises cash and s

327、hares of Commander,to be split evenly between the two Vendors.Cash consideration totals$290,000 staged into four payments over three years as follows:i)$20,000 on or before October 3,2022(paid);ii)$40,000 on or before the first anniversary(paid);iii)$80,000 on or before the second anniversary;and iv

328、)$150,000 on or before the third anniversary.Issuances of Commander shares in an aggregate value equal to$160,000 based on the Market Price(20-day volume-weighted average price)as below:i)promptly after the Effective Date on October 3,2022,valued at$20,000(241,000 shares issued on November 10,2022);

329、ii)promptly after the first anniversary,valued at$20,000($10,000 paid in cash,$10,000 in 140,845 shares fair-valued at$8,541 issued on October 16,2023,resulting in a gain of$1,549 on the issuance);iii)promptly after the second anniversary,valued at$40,000;and iv)promptly after the third anniversary,

330、valued at$80,000.In October 2022,the Option Agreement was amended that the shares to be issued are subject to a floor price of$0.071 per share.If the calculated share price falls below the floor price,the Vendors may elect to receive the cash value instead.The Vendors retain a 2%NSR royalty and prov

331、ide Commander a buy-down provision of the first 1%for$1,000,000 and the remaining 1%for$5,000,000.In October 2022,the Company completed a 1,513-meter drill program at the property with the drill targets proximal to the newly acquired mineral claims.Highlights of the 2022 Drill Program 4 drill holes

332、totaling 1,513 metres were completed from three drill sites with on-site work completed in October 2022.Target comprises a Babine-style porphyry copper-gold deposit.Area tested includes an exposed,quartz-magnetite stockwork zone(hole BU22-01),a chargeability(induced polarization)anomaly(hole BU22-03

333、)and a zone of elevated gold in soils(hole BU22-02).Hole BU22-04 was drilled from the same platform as BU22-01 but in a southerly direction into a zone of exposed intense phyllic alteration.Commander Resources Ltd.Managements Discussion and Analysis For the Year ended December 31,2023 -7-On March 6,2023,the Company released the results from the drilling with the best values being from hole BU22-01