Commander Resources : First Quarter FS & MD&A 2024

Condensed Consolidated Interim Financial Statements

FOR THE THREE MONTHS ENDED

MARCH 31, 2024 AND 2023

(Unaudited - Prepared by Management)

(Expressed in Canadian Dollars)

Notice of No Auditor Review

In accordance with National Instrument 51-102, the Company discloses that the accompanying condensed interim consolidated financial statements have been prepared by and are the responsibility of the Company's management. They have been reviewed and approved by the Company's Audit Committee and the Board of Directors.

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

COMMANDER RESOURCES LTD.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF FINANCIAL POSITION (EXPRESSED IN CANADIAN DOLLARS)

AS AT

		March 31,	December 31,
		2024	2023
	Note	$	$
ASSETS
Current assets
Cash		309,490	396,081
Receivables	4(h)	36,327	56,167
Prepaid expenses		30,665	47,949
Marketable securities	3	83,000	85,000
		459,482	585,197
Non-current assets
Reclamation bonds	4	28,000	28,000
Exploration and evaluation assets	4	109,015	109,189
Property and equipment	5	41,869	46,436
		178,884	183,625
TOTAL ASSETS		638,366	768,822
LIABILITIES
Current liabilities
Accounts payable and accrued liabilities		219,193	130,858
Advances from optionees	4(b)	289,837	313,660
Lease liability	5	14,791	23,318
		523,821	467,836
SHAREHOLDERS' EQUITY
Share capital	6	42,125,803	42,082,789
Reserves	6	312,018	332,632
Accumulated other comprehensive loss		(2,749,769)	(2,747,769)
Deficit		(39,573,507)	(39,366,666)
		114,545	300,986
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY		638,366	768,822
Nature of operations and going concern	1
Subsequent event	12
Approved on behalf of the Board of Directors on May 28, 2024:
"Eric Norton"		"Brandon Macdonald"
Director		Director

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

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COMMANDER RESOURCES LTD.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF LOSS AND COMPREHENSIVE LOSS (EXPRESSED IN CANADIAN DOLLARS)

		Three months ended
			March 31,
		2024	2023
	Note	$	$
Expenses
Administration		5,436	6,602
Consulting fees	7	34,500	34,500
Salary and benefits	7	51,378	40,535
Professional fees		44,674	12,059
Filing fees and transfer agent		7,308	10,017
Investor and shareholder relations		37,924	39,947
Exploration and evaluation expenditures	4	15,467	22,790
Project evaluation		-	3,589
Amortization	5	9,732	10,342
Finance costs	5	616	1,482
Share-based compensation	6	-	488
		(207,035)	(182,351)
Other income (expenses)
Cost recoveries on exploration and evaluation assets	4(h)	-	25,000
Write-off of exploration and evaluation assets	4	(174)	-
Foreign exchange loss		(1,125)	(3,783)
Interest and management fee income	4(b)	1,493	1,279
Loss for the period		(206,841)	(159,855)
Other comprehensive income (loss)
Item that will not be reclassified to profit or loss
Change in fair value of marketable securities at FVOCI	3	(2,000)	39,380
Loss and comprehensive loss for the period		(208,841)	(120,475)
Weighted average number of common shares outstanding
Basic and diluted #		41,994,050	39,546,995
Basic and diluted loss per common share $		(0.00)	(0.00)

(i) Certain comparative figures have been reclassified to conform to the current period's presentation.

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

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COMMANDER RESOURCES LTD.

CONDENSED CONSOLIDATED INERIM STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (EXPRESSED IN CANADIAN DOLLARS)

			Accumulated other		Total
	Number	Share		comprehensive		shareholders'
	of Shares	capital	Reserves	Loss	Deficit	equity
	#	$	$	$	$	$
December 31, 2023	43,683,241	42,082,789	332,632	(2,747,769)	(39,366,666)	300,986
Fair value adjustment on maketable securities	-	-	-	(2,000)	-	(2,000)
Stock option exercised	320,000	43,014	(20,614)	-	-	22,400
Loss for the period	-	-	-	-	(206,841)	(206,841)
March 31, 2024	44,003,241	42,125,803	312,018	(2,749,769)	(39,573,507)	114,545
December 31, 2022	39,694,896	41,766,545	475,336	(2,737,749)	(38,864,864)	639,268
Share-based compensation	-	-	488	-	-	488
Reclassification on expiry of warrants	-	12,000	(12,000)	-	-	-
Fair value adjustment on maketable securities	-	-	-	39,380	-	39,380
Loss for the period	-	-	-	-	(159,855)	(159,855)
March 31, 2023	39,694,896	41,778,545	463,824	(2,698,369)	(39,024,719)	519,281

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

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COMMANDER RESOURCES LTD.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS (EXPRESSED IN CANADIAN DOLLARS)

	Three months ended
		March 31,
	2024	2023
	$	$
Operating activities
Loss for the period	(206,841)	(159,855)
Items not affecting cash:
Amortization	9,732	10,342
Finance cost	616	1,482
Share-based compensation	-	488
Cost recoveries on exploration and evaluation assets	-	(25,000)
Write-off of exploration and evaluation assets	174	-
Changes in non-cash working capital:
Receivables	19,840	188,905
Prepaid expenses	17,284	5,651
Accounts payable and accrued liabilities	88,335	(58,056)
Advances from optionees	(23,823)	(21,743)
	(94,683)	(57,786)
Investing activities
Option receipts on exploration and evaluation assets	-	25,000
Purchase of equipment	(5,165)	-
Proceeds from sale of marketable securities	-	33,540
	(5,165)	58,540
Financing activities
Proceeds from stock option exercised	22,400	-
Lease payments	(9,143)	(9,143)
	13,257	(9,143)
Changes in cash	(86,591)	(8,389)
Cash, beginning of period	396,081	249,263
Cash, end of period	309,490	240,874
Cash comprised:
Cash at bank - Canadian dollars	305,325	234,948
Cash at bank - Mexican pesos	4,165	5,926
Cash	309,490	240,874

Supplemental cash flow information (Note 8)

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

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COMMANDER RESOURCES LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023

(EXPRESSED IN CANADIAN DOLLARS)

1. NATURE OF OPERATIONS 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". Commander's records and registered office is at Suite 1100 - 1111 Melville Street, Vancouver, British 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, the Company aims to option interests in the projects to joint venture partners.
   These condensed consolidated interim 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 obligations 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 March 31, 2024, the Company had a deficit of $39,573,507 (December 31, 2023 - $39,366,666) and working capital deficiency of $64,339 (December 31, 2023 - working capital of $117,361).
   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 financial environments. These uncertainties may cast significant doubt about the Company's ability to continue as a going concern.
2. MATERIAL ACCOUNTING POLICY INFORMATION
   Basis of presentation
   The Company prepared these financial statements in accordance with IFRS Accounting Standards, as issued by the International Accounting Standards Board ("IFRS").
   These financial statements do not include all the information and notes to the annual financial statements as required by IFRS and should be read together with the Company's most recent audited consolidated financial statements for the year ended December 31, 2023.
   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 accounting, except for cash flow information.
   Certain comparative balances on the statements of loss and comprehensive loss have been reclassified to conform to the current period presentation. These financial statements are presented in Canadian dollars, which is the functional currency of the Company and its subsidiaries.
   Principles of consolidation
   These financial statements include the accounts of the Company and the following wholly owned subsidiaries:
3. • 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 subsidiaries. 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.

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COMMANDER RESOURCES LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023

(EXPRESSED IN CANADIAN DOLLARS)

2. MATERIAL ACCOUNTING POLICY INFORMATION (continued)

Critical accounting estimates, assumptions, and judgments

The preparation of financial statements in accordance with IFRS requires management to make estimates, assumptions and judgments that impact the Company's reported financial results. Estimates, assumptions, and judgments are based on historical experiences and expectations of future events. Actual results could result in 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 staking 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 Company's ability to obtain the financing to continue exploration and development efforts, or from 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 applies 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 concern.

New standards, interpretations and amendments to existing standards

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. The standards and amendments to standards that would be applicable to the financial statements of the Company are the following:

IAS 1, Presentation of Financial Statements

The amendments clarify 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 after 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.

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COMMANDER RESOURCES LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023

(EXPRESSED IN CANADIAN DOLLARS)

3. MARKETABLE SECURITIES

		March 31,	December 31,
		2024	2023
	Note	$	$
Common shares of public companies:
Fair value, beginning of the period		85,000	274,980
Fair value of shares recevied	4(h)	-	110,000
Net proceeds from sales	3	-	(289,960)
Fair value adjustment		(2,000)	(10,020)
Fair value, end of the period		83,000	85,000

The Company's holdings in marketable securities comprise common shares of publicly traded companies received as option payments on the sale of exploration and evaluation assets. These marketable securities are classified as FVOCI because these investments are not held for trading.

During the year ended December 31, 2023, Commander had sold all of its significant holdings in the following companies as follows:

1. Aston Bay Holdings Ltd. of 3,625,000 shares were sold for net proceeds of $138,040;
2. 3,444,000 shares of Maritime Resources Corp. were sold for net proceeds of $151,920.

4. EXPLORATION AND EVALUATION ASSETS AND EXPENDITURES

Title to exploration and evaluation assets involves certain inherent risks due 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 assets and, to the best of its knowledge, titles to all of its assets are in good standing.

Exploration and Evaluation Assets

At March 31, 2024 and December 31, 2023, the Company's cumulative expenditures on the E&E assets were as

follows:

	Dec 31,		Option	Cost	Dec 31,		March 31,
	2022	Write-off	proceeds	recovered	2023	Write-off	2024
	$	$	$	$	$	$	$
Projects in British Columbia
October Dome and Mt. Polley	174	-	-	-	174	(174)	-
Henry Lee	63,208	-	-	-	63,208	-	63,208
Omineca	3,140	(3,140)	-	-	-	-	-
Burn	6,315	-	(400,000)	400,000	6,315	-	6,315
	72,837	(3,140)	(400,000)	400,000	69,697	(174)	69,523
Projects in Ontario
First Loon	27,690	-	-	-	27,690	-	27,690
Sabin	11,801	-	-	-	11,801	-	11,801
	39,491	-	-	-	39,491	-	39,491
Mexico project
Pedro	1	-	(135,000)	135,000	1	-	1
	1	-	(135,000)	135,000	1	-	1
Total	112,329	(3,140)	(535,000)	535,000	109,189	(174)	109,015

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COMMANDER RESOURCES LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023

(EXPRESSED IN CANADIAN DOLLARS)

4. EXPLORATION AND EVALUATION ASSETS AND EXPENDITURES (continued)

Exploration and Evaluation Expenditures

During the three months ended March 31, 2024, the Company's E&E expenditures were as follows:

	British Columbia		Ontario
	October	Henry Lee,			First
	Dome	Omineca	Burn	Sabin	Loon	Total
	$	$	$	$	$	$
Claim maintenance	-	-	-	1,892	173	2,065
Geological	11,300	-	4,350	14,900	-	30,550
Field labour and supplies	-	-	588	-	-	588
Travel and transport	-	-	565	-	-	565
Assaying	-	-	299	-	-	299
Regulatory consulting	-	-	2,500	-	-	2,500
	11,300	-	8,302	16,792	173	36,567
Government explora on tax credits	(11,300)	(9,800)	-	-	-	(21,100)
Total	-	(9,800)	8,302	16,792	173	15,467

During the three months ended March 31, 2023, the Company's E&E expenditures were as follows:

	British Columbia	Ontario
	October	Henry		Firs t
	Dome	Lee	Sabin	Loon	Total
	$	$	$	$	$
Claim maintenance	-	-	2,865	7,125	9,990
Geological	3,800	600	600	7,800	12,800
Total	3,800	600	3,465	14,925	22,790

1. 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% interest 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 arm's length private company.
   Total cash consideration comprised $250,000, with 90% to Commander, and 10% to the private company, 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 an arm's 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 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 average 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.

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