C2C Metals : For the three months ended March 31, 2024 and 2023

C2C Metals Corp.

(formerly C2C Gold Corp.)

(An Exploration Stage Company)

Condensed Consolidated Interim Financial Statements

(Unaudited - Prepared by Management)

Three Months Ended March 31, 2024 and 2023

(Expressed in Canadian Dollars)

Notice of No Auditor Review of Interim Financial Statements

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

The accompanying unaudited condensed consolidated interim financial statements of the Company have been

prepared by and are the responsibility of the Company's management.

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

2

C2C Metals Corp. (formerly C2C Gold Corp.)

Condensed Consolidated Interim Statements of Financial Position

(Unaudited - Expressed in Canadian Dollars)

As at

	Notes	March 31,		December 31,
	2024			2023
Assets
Current assets
Cash and cash equivalents	$	1,053,926		$	1,107,155
Accounts receivable	5	15,469			9,984
Prepaid expenses and deposits		33,529			15,543
Marketable securities	4	124,375			110,875
		1,227,299			1,243,557
Reclamation bonds	6	-			17,111
Equipment		5,782			7,709
Exploration and evaluation assets	7	3,895,274			3,737,997
	$	5,128,355		$	5,006,374
Liabilities and shareholders' equity
Current liabilities
Accounts payable and accrued liabilities	$	208,551		$	225,494
Due to related party	10	12,858			6,015
		221,409			231,509
Shareholders' equity
Share capital	8	31,328,650			31,058,375
Contributed surplus	9	5,111,600			5,055,751
Deficit		(31,533,304)		(31,339,261)
		4,906,946			4,774,865
	$	5,128,355		$	5,006,374

Nature and continuance of operations (Note 1)

Subsequent events (Note 13)

Approved by the board of directors:

"Trey Wasser"	Director
"Jeananne Hauswald"	Director

See accompanying notes to the condensed consolidated interim financial statements

3

C2C Metals Corp. (formerly C2C Gold Corp.)

Condensed Consolidated Interim Statements of Loss and Comprehensive Loss Three months ended March 31, 2024 and 2023

(Unaudited - Expressed in Canadian Dollars)

	Notes		2024		2023
Expenses
Depreciation		$	1,927	$	-
Management and consulting fees	10		47,809		53,588
Professional fees	10		29,770		18,898
Office and miscellaneous	10		11,574		9,903
Transfer agent and filing fees			15,456		9,867
Conferences and promotion	10		30,214		12,921
Stock-based compensation	9,10		61,374		48,790
			(198,124)		(153,967)

Other items

Interest income

Fair value adjustment on marketable 4 securities

Write-down of reclamation bonds

7,692579

13,500 (21,000)

(17,111)-

		4,081		(20,421)
Net loss and comprehensive loss for the	$	(194,043)	$	(174,388)
period
Basic and diluted loss per share	$	(0.00)	$	(0.00)
Weighted average number of common	140,565,974	105,099,903
shares outstanding

See accompanying notes to the condensed consolidated interim financial statements

4

C2C Metals Corp. (formerly C2C Gold Corp.)

Condensed Consolidated Interim Statements of Changes in Shareholders' Equity Three months ended March 31, 2024 and 2023

(Unaudited - Expressed in Canadian Dollars)

	Number of	Share Capital	Contributed
	Shares	($)	Surplus ($)	Deficit ($)	Total ($)
Balance, December 31, 2022	105,099,903	29,783,023	4,799,155	(21,634,135)	12,948,043
Stock-based compensation	-	-	48,790	-	48,790
Net loss and comprehensive loss for the period	-	-	-	(174,388)	(174,388)
Balance, March 31, 2023	105,099,903	29,783,023	4,847,945	(21,808,523)	12,822,445
Balance, December 31, 2023	139,449,903	31,058,375	5,055,751	(31,339,261)	4,774,865
Exercise of stock options	425,000	35,275	(5,525)	-	29,750
Exercise of warrants	2,350,000	235,000	-	-	235,000
Stock-based compensation	-	-	61,374	-	61,374
Net loss and comprehensive loss for the period	-	-	-	(194,043)	(194,043)
Balance, March 31, 2024	142,224,903	31,328,650	5,111,600	(31,533,304)	4,906,946

See accompanying notes to the condensed consolidated interim financial statements

5

C2C Metals Corp. (formerly C2C Gold Corp.)

Notes to the Condensed Consolidated Interim Financial Statements Three months ended March 31, 2024 and 2023

(Unaudited - Expressed in Canadian Dollars)

		2024		2023
Cash provided by (used in):
Operating activities:
Net loss and comprehensive loss for the period	$	(194,043)	$	(174,388)
Adjustments for:
Depreciation		1,927		-
Stock-based compensation		61,374		48,790
Fair value adjustment on marketable securities		(13,500)		21,000
Write-down of reclamation bonds		17,111		-
Change in non-cash working capital items
Accounts receivable		(5,485)		69,207
Prepaid expenses		(17,986)		10,379
Accounts payable and accrued liabilities		(18,879)		180,363
Due to related party		7,086		14,579
		(162,395)		169,930
Financing activities:
Exercise of warrants		235,000		-
Exercise of stock options		29,750		-
		264,750		-
Investing activities:
Investment in exploration and evaluation assets		(155,584)		(189,423)
Reclamation bond, net		-		(13,470)
		(155,584)		(202,893)
Change in cash		(53,229)		(32,963)
Cash - beginning of period		1,107,155		158,128
Cash - end of period	$	1,053,926	$	125,165

Supplemental cash flow information (Note 11).

See accompanying notes to the condensed consolidated interim financial statements

6

C2C Metals Corp. (formerly C2C Gold Corp.)

Notes to the Condensed Consolidated Interim Financial Statements Three months ended March 31, 2024 and 2023

(Unaudited - Expressed in Canadian Dollars)

1. NATURE AND CONTINUANCE OF OPERATIONS

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

The Company is a reporting issuer in the provinces of Alberta and British Columbia. On November 25, 2020, reflecting the Company's new focus in Newfoundland, the Company changed its name from Taku Gold Corp. to

C2C Gold Corp. Effective January 10, 2024, the Company changed its name from C2C Gold Corp. to C2C Metals Corp to better reflect the Company's diverse portfolio of projects, including uranium, gold, copper and other metals. The Company is currently trading under its new name and ticker symbol "CTOC" (formerly "TAK") on the Canadian Securities Exchange ("CSE").

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

The Company has no source of operating cash flow and operations to date have been funded primarily from the issue of share capital. As at March 31, 2024, the Company had an accumulated deficit of $31,533,304 (December 31, 2023 - $31,339,261) and incurred a net loss and comprehensive loss for the three-month period of $194,043 (2023 - $174,388). As at March 31, 2024, the Company has a working capital of $1,005,890 (December 31, 2023 - $1,012,048).

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

These condensed consolidated interim financial statements were authorized by the board of directors of the Company on May 30, 2024.

7

C2C Metals Corp. (formerly C2C Gold Corp.)

Notes to the Condensed Consolidated Interim Financial Statements Three months ended March 31, 2024 and 2023

(Unaudited - Expressed in Canadian Dollars)

1. MATERIAL ACCOUNTING POLICY INFORMATION
2. 1. Basis of presentation
      These condensed consolidated interim financial statements, including comparatives have been prepared using accounting policies consistent with International Accounting Standard ("IAS") 34, Interim Financial
      Reporting. In addition, these condensed consolidated interim financial statements have been prepared using the accrual basis of accounting except for cash flow information.
   2. Basis of measurement
      These condensed interim financial statements have been prepared on the historical cost basis, except for certain financial instruments, which are measured at fair value, and are presented in Canadian dollars, which is the functional currency of the Company.
   3. Basis of consolidation
      These condensed consolidated interim financial statements include the financial statements of the Company and the entity controlled by the Company, C2C Nuclear Inc. Control exists when the Company has the power, directly or indirectly, to govern the financial and operating policies of an entity so as to obtain benefits from its activities. The financial statements of subsidiaries are included in the condensed consolidated interim financial statements from the date that control commences until the date that control ceases. All intercompany transactions and balances have been eliminated.
3. CRITICAL ACCOUNTING ESTIMATES AND JUDGMENTS

The preparation of the Company's condensed consolidated interim financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the reported amounts of assets, liabilities and contingent liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Estimates and assumptions are based on management's experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. However, actual outcomes can differ from these estimates.

The effect of a change in an accounting estimate is recognized prospectively by including it in comprehensive income in the year of change, if the change affects that year only, or in the year of the change and in future years, if the change affects both.

8

C2C Metals Corp. (formerly C2C Gold Corp.)

Notes to the Condensed Consolidated Interim Financial Statements Three months ended March 31, 2024 and 2023

(Unaudited - Expressed in Canadian Dollars)

3. CRITICAL ACCOUNTING ESTIMATES AND JUDGMENTS (CONTINUED)

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

Exploration and evaluation assets

The application of the Company's accounting policy for exploration and evaluation assets requires significant judgment in determining if a mineral property is impaired. The Company follows the guidance in IFRS 6 to determine when a mineral property is impaired. In making this judgement, the Company evaluates, among other factors, the results of exploration and evaluation activities to date and the Company's future plans to explore and evaluate the property.

Valuation of share-based payments

The Company uses the Black-Scholes option pricing model for valuation of share-based payments. Option pricing models require the input of subjective assumptions including expected price volatility, interest rate and forfeiture rate. Changes in the input assumptions can materially affect the fair value estimate and the Company's earnings and equity reserves.

Going concern

The determination of the Company's ability to continue as a going concern requires significant judgement. Adjustments to the financial statements are required if the going concern assumption proved inappropriate could be material.

4. MARKETABLE SECURITIES
		March 31, 2024	December 31, 2023
		Common	Market	Common	Market
		shares	value	shares	value
	Independence Gold Corp.	75,000	$16,875	75,000	$18,375
	Engineer Gold Mines	500,000	17,500	500,000	22,500
	Klondike Gold Corp.	1,000,000	90,000	1,000,000	70,000
			$124,375		$110,875

During the year ended December 31, 2023, the Company sold 125,000 common shares of Independence Gold Corp. for gross proceeds of $29,293 and a realized loss of $11,957.

During the year ended December 31, 2023, the Engineer Gold Mines shares were consolidated on the basis of 1 post-consolidated share for every 4 pre-consolidated shares. All figures have been adjusted retrospectively.

During the year ended December 31, 2023, the Company received 1,000,000 common shares of Klondike Gold Corp. valued at $110,000 as part of consideration on the sale of Sulphur and Quartz properties (Note 9).

9

C2C Metals Corp. (formerly C2C Gold Corp.)

Notes to the Condensed Consolidated Interim Financial Statements Three months ended March 31, 2024 and 2023

(Unaudited - Expressed in Canadian Dollars)

5. ACCOUNTS RECEIVABLE

As at March 31, 2023 and December 31, 2023, accounts receivable comprises of the following:

	March 31, 2024	December 31, 2023
GST receivable	$	11,469	$	5,984
Due from subscriber*		4,000		4,000
	$	15,469	$	9,984

• Received subsequent to the period ended March 31, 2024.

6. RECLAMATION BONDS

As at March 31, 2024, the Company has $nil (December 31, 2023 - $17,111) on deposit as security bonds for the Newfoundland properties.

10