Wishbone Regulatory News (WSBN)

This announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 ("MAR"), and is disclosed in accordance with the Company's obligations under Article 17 of MAR

29 June 2023

Wishbone Gold Plc

("Wishbone" or the "Company")

Wishbone Gold Plc / Index: AIM: WSBN / Sector: Natural Resources / AQSE: WSBN

Final Results for the Year ended 31 December 2022

Wishbone Gold Plc (AIM: WSBN, AQSE: WSBN), the dedicated gold and precious metals exploration company with assets in Australia, is pleased to announce its final results covering the 12 months to 31st December 2022. The Chairman's Statement and Financial Statement are set out below and the full Report and Accounts is available on the Company's website www.wishbonegold.com.

Wishbone has three major exploration properties in Australia and three minor prospects. Two of these are located in the Pilbara region of Western Australia ("WA") and the third is in the Mingela-Charters Towers region in Queensland. The Company's flagship project is Red Setter, as previously announced this has been judged by Expert Geophysics to be analogous to Newcrest's Telfer mine 13km away.

Cottlesloe, 35km south-east of Red Setter, has deposits visible at surface of silver and lead: metals which are essential for battery and electric car production. In Queensland, the Wishbone II project has almost doubled in size recently with the addition of Wishbone VI which could host deposits similar to the Ravenswood mine located to the south-east.

Highlights

· 2022 has been a year of progress for the Company with positive developments at our assets in Western Australia and Queensland

· The 2022 exploration season started in March with obtaining additional Heritage Clearance surveys on Red Setter and Cottesloe

· The drill program on Red Setter produced exciting results with every hole drilled returning grades of copper or gold with significant intercepts

· During Q4 2022 and since the start of this year we have deployed a number of new exploration techniques for further analysis which has enabled much improved targeting across the properties in WA

· Wishbone acquired the Anketell project and completed magnetic modelling over the large anomaly in the centre of the tenement which could prove to be notable

· The RC drill program at Wishbone II and IV proceeded smoothly with copper and gold mineralisation found throughout multiple holes drilled

Richard Poulden, Chairman of Wishbone Gold, said: "We saw some very promising results from our extensive drill programmes and continue to believe that we hold land that has significant potential which underpins the inherent value in the group. Our confidence was highlighted by the acquisition of acreage at Cottesloe East at the start of this year which also has good prospectivity and is strategically located."

For more information on Wishbone, please visit the Company's website:

www.wishbonegold.com.

END

For further information, please contact:

Wishbone Gold PLC

Richard Poulden, Chairman

Tel: +971 4 584 6284

Beaumont Cornish Limited

(Nominated Adviser and AQUIS Exchange Corporate Adviser)

Roland Cornish/Rosalind Hill Abrahams

Tel: +44 20 7628 3396

SP Angel Corporate Finance LLP

(Broker)

Ewan Leggat / Kasia Brzozowska

Tel: +44 20 3470 0470

J&H Communications Ltd

(Financial PR)

George Hudson

Tel: +44 (0)7803 603130 / george@j-hcommunications.com

Chairman's Statement

Dear Shareholders,

2022 has been a year of progress for the Company with positive developments at our assets in Western Australia and Queensland. The drill program at Red Setter has produced exciting results as has the RC drill program at Wishbone II and IV. After the period end, we were delighted to acquire the acreage at Cottesloe East given its prospectivity and strategic location. We continue to believe, given the results of survey work completed to date and those planned for the year ahead, that we hold land that has significant potential and which underpins the inherent value in the Group.

The 2022 exploration season started in March with obtaining additional Heritage Clearance surveys on Red Setter and Cottesloe. We are focused on ensuring we have excellent relations with the indigenous Martu community and we have the utmost respect for their teams who do the surveys.

Western Australia exploration

The major event in our exploration calendar in 2022 was the drill program on Red Setter. We have announced the results of this program with every hole drilled returning grades of copper or gold with significant intercepts. During the end of last year and during 2023, we have deployed a number of techniques for further analysis including:

· Mobile MagnetoTellurics ("Mobile MT") which is the most advanced generation of airborne "AFMAG" technology. Utilising naturally occurring electromagnetic fields in the frequency range of 25 Hz - 21,000 Hz, MobileMT systems combine the latest advances in electronics, airborne system design, and sophisticated signal processing techniques.

· Ambient Noise Tomography ("ANT"), a geophysical method that uses faint ground vibrations produced by surface Rayleigh waves, recorded by seismic stations to image the subsurface. The method consists of doing cross-correlations of ambient seismic noise to reconstruct Green's functions between pairs of stations.

· Gravity surveys, which measure minute variations in gravity. Gravity at every point on the surface of the earth varies slightly depending on: distance from the equator, or density of the underlying rocks. This enables the ability for rock density to be detected using gravity variations.

As announced via RNS, this has enabled much improved targeting across the properties with the knowledge gained from the drill programs plus the additional analysis. This year, we will target the source of the mineralisation with exploration focused on the ground studies we have done during the off season.

In particular, I would draw your attention to the RNS of 4th April 2023 where, following the Mobile MT survey, Expert Geophysics, an airborne geophysical survey specialist, stated that it saw Red Setter as an analogue of Newcrest's Telfer mine located only a few kilometres away. The significance of this is that Telfer is a major deposit with low (but viable) grades across a large area which contrasts with Greatland's Havieron project which is a high-grade deposit within a much smaller area than Telfer or Red Setter. Both types of deposit are equally viable as has been shown with the long-term success of the 20m oz plus of gold mined from Telfer.

Figure 1: Drilling at Red Setter

During the year, Wishbone acquired the Anketell project and completed magnetic modelling over the large anomaly in the centre of the tenement. This anomaly could prove to be something quite significant with further exploration.

In December 2022 we acquired Cottesloe East which is contiguous to the existing Cottesloe project. This added 62 km2 bringing the total acreage to 165 km2. Further analysis was announced in April and May 2023 which indicates major areas of interest across the centre of the two tenements.

Finally, also in May, we announced we had been successful in obtaining a grant of A$220,000 from the Western Australian government for a co-funded drilling program on Cottesloe. We anticipate starting this work in the third quarter this year and look forward to the findings.

Queensland

The Queensland drill program which took place between June and July in 2022 went off without a hitch with copper and gold mineralisation found throughout multiple holes during the 2,500 metre RC program. (Figure 2)

The drilling was conducted across four different areas of Wishbone II and IV with assays from the drill results returning the makings of a large copper and gold Hyperthermal system as reported in December. 

We look forward to exploring Queensland further in the future but with shareholder interest focused on Western Australia, this remains our priority.

Figure 2: Drill Rig in Queensland

Figure 3: Exploration Properties Location Map in WA

Change of Advisers

In May 2023, we announced the appointment of S.P. Angel Corporate Finance LLP as the Company's broker to replace Peterhouse. We have also appointed Graeme Dixon's G-Force Capital as advisers. Together, these substantially strengthen our financial and analyst advisory team.

We are also adding J&H Communications as our corporate and financial communications advisers to enhance our overall communications with the market and to extend the reach of our coverage.

Financial Review and Financing

At the end of the period under review, the accounts show that Wishbone held cash balances totalling £1,457,902 (2021: £3,002,547). Administrative costs, excluding interest during the year, were £1,116,947 (2021: £1,194,053).

The Company continues its strategy of exploration on its properties in Australia.

In conclusion, I would like to thank you all: staff, shareholders and advisers for your hard work and support. We will continue to announce news as soon as we are allowed by regulations to do so.

___________________________

R O'D Poulden

Chairman

27 June 2023

Consolidated Income Statementfor the year ended 31 December 2022

There are no recognised gains or losses other than disclosed above and there have been no discontinued activities during the year.

The notes on pages 31 to 50 form part of these financial statements.

Consolidated Statement of Financial Positionas at 31 December 2022

The financial statements were approved by the board and authorised for issue on 27 June 2023 and signed on its behalf by:

A.D. Gravett R O'D Poulden

Director Director

The notes on pages 31 to 50 form part of these financial statements.

Company Statement of Financial Positionas at 31 December 2022

The financial statements were approved by the board and authorised for issue on 27 June 2023 and signed on its behalf by:

A.D. Gravett R O'D Poulden

Director Director

The notes on pages 31 to 50 form part of these financial statements.Consolidated Statement of Cash Flowsfor the year ended 31 December 2022

The notes on pages 31 to 50 form part of these financial statements.Company Statement of Cash Flowsfor the year ended 31 December 2022

The notes on pages 31 to 50 form part of these financial statements.

Notes to the Consolidated Financial Statementsfor the year ended 31 December 2022

1. General Information

The consolidated financial statements of Wishbone Gold Plc (the "Company") and its subsidiaries (the "Group") for the year ended 31 December 2022 were authorised for issue in accordance with a resolution of the Company's directors on 27 June 2023.

The Company was incorporated in Gibraltar under the name of Wishbone Gold Plc as a public company under the Gibraltar Companies Act 2014. The authorised share capital of the Company is £8,000,000 divided into 8,000,000,000 shares of £0.001 each. The registered office is located at Suite 16, Watergardens 5, Waterport Wharf GX11 1AA, Gibraltar.

In November 2022, the Group completed the acquisition of the Anketell Gold-Copper Project as per the agreement announced on 23 August 2022. The Anketell Gold- Copper Project is located ~85km north of the Company's Red Setter Gold-Copper Project in the Patersons Range area in Western Australia.

In May 2023, the Group's application for a co-founded drill program has been accepted by the Government of Western Australia. Wishbone has been granted a contribution of A$220,000 for its highly prospective Cottesloe project.

The Anketell Project consists of a single exploration licence application E45/ 6198 covering an area of ~10km2.This took the Group's portfolio of properties to a total of 169.19 sqkm in Western Australia and a total of 174 sqkm in the Wishbone project group near Ravenswood in Queensland with a further 37.2 sqkm at White Mountains further north.

Further share allotments have been made as disclosed in note 15.

2. Accounting Policies

Basis of preparation

The financial statements of the Group have been prepared in accordance with International Financial Reporting Standards ("IFRS") as adopted by the United Kingdom applied in accordance with the provisions of the Gibraltar Companies Act 2014 ("the Act"). The Company and the Group changed the basis of financial reporting from preparing the financial statements under IFRS as adopted by the European Union to United Kingdom adopted IFRS. The change in standards has no significant impact to the Company and the Group's existing accounting policies and figures in the previous year's financial reports.

In accordance with the Gibraltar Companies Act 2014, the individual statement of financial position of the Company has been presented as part of these financial statements. The individual statement of comprehensive income has not been presented as part of these financial statements as permitted by Section 288 of the Act. The individual statement of comprehensive income of the Company shows a loss for the year of £1,010,653 (2021: £1,063,781).

IFRS is subject to amendment and interpretation by the International Accounting Standards Board ("IASB") and the International Financial Reporting Interpretations Committee ("IFRIC"). The accounts have been prepared on the basis of the recognition and measurement principles of IFRS that are applicable for the year commencing 1 January 2022.

The consolidated financial statements have been prepared under the historical cost convention. The principal accounting policies set out in the succeeding pages have been consistently applied to all years presented other than changes from the new and amended standards and interpretations effective from 1 January 2022.

Notes to the Consolidated Financial Statementsfor the year ended 31 December 2022

2. Accounting Policies - continued

Going concern

The Group has incurred losses during the financial years ended 31 December 2022 and 31 December 2021.

In June 2020, the Group fundamentally changed its strategy and re-focused on exploration in Australia. Initially, this was on the existing properties in Queensland but during the latter part of 2020, early 2021, and also late 2022, the Group took options over and acquired additional properties in Western Australia.

The presentation of this new strategy was received extremely well by the markets with the Company's market capitalization rising from £1.25m in June 2020 to over £30m by June 2021. This has enabled the Company to raise £2.375m in 2022 (2021: £2.57m).

The Directors have reviewed the financial condition of the Group since 31 December 2022 and have considered the Group's cash projections and funding plan for the 12 months from the date of approval of these financial statements. The Group's current cash situation without any additional funding can sustain the Company for at least the next twelve months. This can of course be adjusted in accordance with the results. All exploration is inherently unpredictable as to the final outcome.

The Company has also demonstrated that it has the ability to raise capital for its new strategy that it may require to accelerate the exploration program if it desires. 

The Board of Directors is confident that the Group has access to sufficient funds to enable the Group to meet its liabilities as and when they fall due for at least the next twelve months and also to continue full operations in exploration.

Basis of consolidation

The Group's consolidated financial statements incorporate the financial statements of the Company and its subsidiaries prepared at 31 December each year. Control is achieved where the company has power to govern the financial and operating policies of an investee entity so as to obtain benefits from its activities.

The results of subsidiaries acquired or disposed of during the year are included in the consolidated income statement from the effective date of acquisition or up to the effective date of disposal, as appropriate.

Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by the Group.

All intra-group transactions and balances and any unrealised gains and losses arising from intra-group transactions are eliminated in preparing the consolidated accounts.

In the parent company financial statements, the investment in the subsidiaries is accounted for at cost.

Functional and presentational currencies

The individual financial information of the entity is measured and presented in the currency of the primary economic environment in which the entity operates (its functional currency).

As at 1 January 2021, the functional currency of the Company is the Pounds Sterling ("£"). The Board of Directors considered that the Group's source of funding is predominantly £ denominated. As a result, the Directors have determined that £ is the currency which best reflects the underlying transactions, events and conditions relevant to the Group with effect from 1 January 2021 ("the effective date of the change").

Notes to the Consolidated Financial Statementsfor the year ended 31 December 2022

2. Accounting Policies - continued

Functional and presentational currencies - continued

In accordance with IAS 21 'The Effect of Changes in Foreign Exchange Rates', the effect of a change in functional currency is accounted for prospectively. All items were translated at the exchange rate on the effective date of the change, being US$ 0.7321 to £1. The resulting translated amounts for non-monetary items are treated as their historical cost. Share capital and premium were translated at the historic rates prevailing at the dates of the underlying transactions.

The effects of translating the Company's financial results and financial position into £ were recognized in the foreign currency translation reserve.

The financial statements are presented in £ including the comparative figures. All amounts are recorded in the nearest £, except when otherwise indicated.

Business combinations and goodwill

On acquisition, the assets and liabilities, and contingent liabilities of subsidiaries are measured at their fair values at the date of acquisition. Any excess of cost of acquisition over the fair value of identifiable net assets acquired is recognised as goodwill. Any deficiency of the cost of acquisition below the fair value of identifiable net assets acquired (i.e., discount on acquisition) is credited to the income statement in the period of acquisition. Goodwill arising on consolidation is recognised as an asset and reviewed for impairment at least annually. Any impairment is recognised immediately in the income statement and is not subsequently reversed.

Exploration and evaluation assets

Exploration and evaluation expenditure in relation to separate areas of interest for which rights of tenure are current is carried forward as an asset in the statement of financial position where it is expected that the expenditure will be recovered through the successful development and exploitation of an area of interest, or by its sale; or exploration activities are continuing in an area and activities have not reached a stage which permits a reasonable estimate of the existence or otherwise of economically recoverable reserves. Where a project or an area of interest has been abandoned, the expenditure incurred thereon is written off in the year in which the decision is made. Exploration and expenditure ceases after technical feasibility and commercial viability of extracting a mineral resource are demonstrable.

Property, plant and equipment

Property, plant and equipment is stated at cost less accumulated depreciation. Cost is depreciated on a straight-line basis over their expected useful lives as follows:

Machinery 15% per annum

Investments

Investments in group undertakings

Investments in group undertakings are measured at cost less any impairments arising should the fair value after disposal costs be lower than cost.

Notes to the Consolidated Financial Statementsfor the year ended 31 December 2022

2. Accounting Policies - continued

Impairment of non-financial assets

At each year end date, the Group reviews the carrying amounts of its non-financial assets, which comprise of investments, tangible and intangible assets, to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the assets is estimated in order to determine the extent of the impairment loss (if any). Where the asset does not generate cash flows that are independent from other assets, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less cost to sell, and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset, for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (cash generating unit) is reduced to its recoverable amount. An impairment loss is recognised as an expense immediately, unless the relevant asset is carried at revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Where an impairment loss subsequently reverses, the carrying amount of the asset (cash generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (cash generating unit) in prior periods. A reversal of impairment loss is recognised in the income statement immediately.

In 2022, the Company did not recognise additional impairment of its related party loans (2021: £Nil).

Foreign currencies

The consolidated financial statements are presented in Gibraltar Pounds Sterling ("£"), the presentation and functional currency of the Company. All values are rounded to the nearest £. Transactions denominated in a foreign currency are translated into £ at the rate of exchange at the date of the transaction or using the average rate for the financial year. At the year-end date, monetary assets and liabilities denominated in foreign currency are translated at the rate ruling at that date. All exchange differences are dealt with in the income statement.

On consolidation, the assets and liabilities of foreign operations which have a functional currency other than £ are translated into £ at foreign exchange rates ruling at the year-end date. The revenues and expenses of these subsidiary undertakings are translated at average rates applicable in the period. All resulting exchange differences are recognised as a separate component of equity. Foreign exchange gains or losses arising from a monetary item receivable from or payable to a foreign operation are recognised in the consolidated statement of comprehensive income and disclosed as a separate component of equity, such foreign exchange gains or losses are reclassified from equity to the income statement on disposal of the net foreign operation. The same foreign exchange gains or losses are recognised in the stand-alone income statements of either the parent or the foreign operation.

Notes to the Consolidated Financial Statementsfor the year ended 31 December 2022

2. Accounting Policies - continued

Foreign currencies - continued

In the statement of cash flows, cash flows denominated in foreign currencies are translated into the presentation currency of the Group at the average exchange rate for the year or the prevailing rate at the time of the transaction where more appropriate.

The closing exchange rate applied at the year-end date was AUD 1.7758 per £1 (2021: AUD 1.8624). The average exchange rate applied at the year-end date was AUD 1.7767 per £1 (2021: AUD 1.8315).

The closing exchange rate applied at the year-end date was AED 4.4439 per £1 (2021: AED 4.9710). The average exchange rate applied at the year-end date was AED 4.5128 per £1 (2021: AED 5.0493).

Segment reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker as required by IFRS 8 "Operating Segments". The chief operating decision-maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Board of Directors.

The accounting policies of the reportable segments are consistent with the accounting policies of the Group as a whole. Segment loss represents the loss incurred by each segment without allocation of foreign exchange gains or losses, investment income, interest payable and tax. This is the measure of loss that is reported to the Board of Directors for the purpose of the resource allocation and the assessment of the segment performance.

When assessing segment performance and considering the allocation of resources, the Board of Directors review information about segment assets and liabilities. For this purpose, all assets and liabilities are allocated to reportable segments (note 4).

Revenue recognition

The Group earns its revenues only from gold trading, which is recognised at a point in time. Revenue is recognised when control of a good or service transfers to a customer. A new five-step approach is applied before revenue can be recognised:

identify contracts with customers;

identify the separate performance obligation;

determine the transaction price of the contract;

allocate the transaction price to each of the separate performance obligations; and

recognise the revenue as each performance obligation is satisfied.

The revenue recognition under IFRS 15 is similar to how the Company has previously accounted for its revenues under the old revenue accounting standards.

Trade and other receivables

Trade and other receivables are recognised initially at fair value and subsequently measured at amortised cost less provision for impairment.

Notes to the Consolidated Financial Statements

for the year ended 31 December 2022

2. Accounting Policies - continued

Impairment of financial assets

The Group has adopted the expected credit loss model ("ECL") in IFRS 9. The ECL is to be measured through a loss allowance at an amount equal to:

• the 12-month expected credit losses (ECL that result from those default events on the financial instrument that are possible within 12 months after the reporting date); or

• full lifetime expected credit losses (ECL that result from all possible default events over the life of the financial instrument).

The Group only holds cash and trade and other receivables with no financing component and therefore has adopted an approach similar to the simplified approach to ECLs.

Provision for impairment (or the ECL) is established based from full lifetime ECL and when there is objective evidence that the Group will not be able to collect all amounts due according to the original terms of the receivable. The amount of the impairment is the difference between the asset's carrying amount and the present value of the estimated future cash flows, discounted at effective interest rate.

Cash and cash equivalents

Cash and cash equivalents comprise on demand deposits held with banks.

Trade and other payables

Trade payables are initially measured at fair value, and subsequently measured at amortised cost, using the effective interest rate method.

Taxation

Current tax is provided at amounts expected to be paid (or recovered) using the tax rates and laws that have been enacted or substantively enacted by the year end date. Deferred taxation is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. However, if the deferred tax arises from the initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting, nor taxable profit or loss, it is not accounted for. Deferred tax is determined using tax rates and laws that have been enacted (or substantively enacted) by the year end date and are expected to apply when the related deferred tax asset is realised or the deferred tax liability is settled.

Deferred tax assets are recognised to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised.

Equity instruments

An equity instrument is any contract that evidences a residual interest in the assets of the entity after deducting all of its liabilities. Equity instruments issued by a group entity are recorded at the proceeds received, net of any direct issue costs.

Notes to the Consolidated Financial Statements

for the year ended 31 December 2022

2. Accounting Policies - continued

Share based payments

The Company has historically issued warrants and share options in consideration for services. The fair value of the warrants have been treated as part of the cost of the service received and is charged to share premium with a corresponding increase in the share based payment reserve. All subscriber warrants issued in the prior years had already lapsed, thus the share based payment reserve was transferred to retained earnings. In 2021 and 2020, the Group issued warrants (see note 15) as part of the total consideration for the acquisition of exploration licenses (see note 10), for which the value attributable to the warrants is £Nil.

Standards, amendments and interpretations to existing standards that are effective in 2022

The following new standards, amendments and interpretations to existing standards have been adopted by the Group during the year but have had no significant impact on the financial statements of the Group:

IFRS 3 (Amendments), 'Business Combination - Reference to the Conceptual Framework' (effective from 1 January 2022). The amendments update an outdated reference to the Conceptual Framework in PFRS 3 without significantly changing the requirements in the standard.

IAS 16 (Amendments), 'Property, Plant and Equipment - Proceeds Before Intended Use' (effective from 1 January 2022). The amendments prohibit deducting from the cost of an item of property, plant and equipment any proceeds from selling items produced while bringing that asset to the location and condition necessary for it to be capable of operating in the manner intended by management. Instead, an entity recognizes the proceeds from selling such items, and the cost of producing those items, in profit or loss.

IAS 37 (Amendments), 'Provisions, Contingent Liabilities and Contingent Assets: Onerous Contracts - Cost of Fulfilling a Contract' (effective from 1 January 2022). The amendments specify that the 'cost of fulfilling' a contract comprises the 'costs that relate directly to the contract'. Costs that relate directly to a contract can either be incremental costs of fulfilling that contract (examples would be direct labor, materials) or an allocation of other costs that relate directly to fulfilling contracts (an example would be the allocation of the depreciation charge for an item of property, plant and equipment used in fulfilling the contract).

Annual Improvements to IFRS 2018-2020 Cycle. Among the improvements, the only amendments, which are effective from 1 January 2022, relevant to the Group are IFRS 9 (Amendments), 'Financial Instruments - Fees in the '10 per cent' Test for Derecognition of Liability'. The improvements clarify the fees that an entity includes when assessing whether the terms of a new or modified financial liability are substantially different from the terms of the original financial liability

New standards, amendments and interpretations to existing standards that are not yet effective or have not been early adopted by the Group

At the date of authorisation of these consolidated financial statements, the following standards and interpretations were in issue but not yet mandatorily effective and have not been applied in these financial statements:

IAS 1 (Amendments), 'Presentation of Financial Statements - Classification of Liabilities at Current or Non-current' (effective from 1 January 2023). The amendments aim to promote consistency in applying the requirements by helping companies determine whether, in the statement of financial position, debt and other liabilities with an uncertain settlement date should be classified as current (due or potentially due to be settled within one year) or non-current.

Amendments to IAS 1, 'Presentation of Financial Statements' (effective from 01 January 2023). The amendment provides guidelines on disclosures of accounting policies and material judgements in the financial statements.

Notes to the Consolidated Financial Statements

for the year ended 31 December 2022

2. Accounting Policies - continued

New standards, amendments and interpretations to existing standards that are not yet effective or have not been early adopted by the Group - continued

Amendments to IAS 8, 'Accounting Policies, Changes in Accounting Estimates and Errors (effective from 01 January 2023). The amendment provides additional guidance on the definition of accounting estimates, application of changes in estimates and distinction of errors between estimates.

Amendments to IFRS 16, 'Lease Liability in a Sale and Leaseback' (effective from 1 January 2024). The amendments. The amendments require seller-lessee to apply the subsequent measurement requirements for lease liabilities unrelated to a sale and leaseback transaction to lease liabilities arising from a leaseback in a way that it recognises no amount of the gain or loss related to the right of use that it retains. The amendments will require seller-lessee to reassess and potentially restate sale and leaseback transactions entered since 2019.

The Company assessed that there is no significant impact of the adoption of the new or amended Accounting Standards and Interpretations on the Company's financial statements. The Company has not early adopted any other standard, interpretation or amendment that has been issued but is not yet effective.

3. Critical accounting estimates and judgements

The critical accounting estimates and judgements made by the Group regarding the future or other key sources of estimation, uncertainty and judgement that may have a significant risk of giving rise to a material adjustment to the carrying values of assets and liabilities within the next financial year are:

Critical judgements in applying the group's accounting policies

Going concern

The preparation of the financial statements is based on the going concern assumption as disclosed in note 2. The Board of Directors, after taking into consideration the additional funding received, believe the going concern assumption is appropriate.

Determining capitalizable exploration and evaluation expenditures

The application of the Group's accounting policy for exploration and evaluation expenditure requires judgement to determine whether future economic benefits are likely from either future exploration or sale, or whether activities has not reached a stage that permits a reasonable assessment of the existence of reserves.

In addition to applying judgement to determine whether future economic benefits are likely to arise from the Group's exploration and evaluation assets, or whether activities have not reached a stage that permits a reasonable assessment of the existence of reserves, the Group has to apply a number of estimates and assumptions. The determination of Joint Ore Reserves Committee (JORC) resource is itself an estimation process that involves varying degree of uncertainty depending on how the resources are classified.

The estimation directly impacts when the Group defers exploration and evaluation expenditure. The deferral policy requirements management to make certain estimates and assumptions about future events and circumstances, particularly, whether an economically viable extraction operation can be established.

Any such estimates and assumptions may change as new information becomes available. If, after expenditure is capitalised, information becomes available suggesting that the recovery of expenditure is unlikely, the relevant capitalised amount is written off to the statement of profit or loss and other comprehensive income in the period when the new information becomes available.

Notes to the Consolidated Financial Statements

for the year ended 31 December 2022

3. Critical accounting estimates and judgements - continued

Impairment of exploration and evaluation assets

Impairment of exploration and evaluation expenditure is subject to significant estimation, due to the complexity of the accounting requirements and the significant judgement required in determining the assumptions to be used to estimate the recoverable amount. As at 31 December 2022, the Board of Directors are satisfied that no impairment exists as outlined in note 10.

If, after expenditure is capitalised, information becomes available suggesting that the recovery of expenditure is unlikely, the amount capitalised is written off in profit and loss in the period when the new information becomes available. As at 31 December 2022, no such information is available to suggest that the expenditure is not recoverable.

Determination of functional currency

As at 1 January 2021, the functional currency of the Company is the Pounds Sterling ("£"). The Board of Directors considered that the Group's source of funding is predominantly £ denominated. As a result, the Directors have determined that £ is the currency which best reflects the underlying transactions, events and conditions relevant to the Group with effect from 1 January 2021 ("the effective date of the change").

Parent company statement of financial position - impairment of the investment in a subsidiary and related party receivables

The Company's investments in its subsidiaries are carried at cost less provision for impairment. The values of the investments are inherently linked to the assets held by and or the performance of the subsidiaries and an impairment review is undertaken by management annually to assess whether any permanent diminution in value has occurred.

At the reporting date, the Australian subsidiaries had net liability of £507,407 (AUD 901,266) (2021: £406,094 (AUD 756,323)). As noted above, the Board of Directors do not consider that the exploration and evaluation assets are impaired. No facts or circumstances were noted that the projects are not viable. Accordingly, no impairment of the investment in and loan to the Australian subsidiaries of £104,105 (2021: 104,105) and £5,273,575 (2021: £2,398,756), respectively, were recognised.

At the reporting date, the UAE subsidiary had net liabilities of £548,806 (AED 2,281,600) (2021: £458,607(AED 2,438,400)). The Company provided full allowance for impairment on the loan to the UAE subsidiary, with gross balance of US$375,263.

Valuation of warrants

As described in note 15, the fair value of any warrants granted was calculated using the Binomial Option Pricing model which requires the input of highly subjective assumptions, including volatility of the share price. Changes in subjective input assumptions may materially affect the fair value estimate.

4. Segmental analysis

Management has determined the operating segments by considering the business from both a geographic and product perspective. For management purposes, the Group is currently organised into a single operating division, resource evaluation (Australia). The division is the business segment for which the Group reports its segment information internally to the Board of Directors.

Notes to the Consolidated Financial Statements

for the year ended 31 December 2022

5. Administrative expenses

Remuneration to the directors of the Group may be settled via the issue of equity in the Company and cash, as disclosed in note 20.

6. Taxation

The Company is subject to corporation tax in Gibraltar on any profits, which are accrued in or derived from Gibraltar or any passive income which is taxable. The corporation tax rate in Gibraltar for the year ended 31 December 2022 is 12.5%. There was an increase in the corporate tax in Gibraltar to 12.5% effective from 1 August 2021; the rate prior to the effectivity of the new rate was 10%. The Company has no operations in Gibraltar which are taxable.

The Company has taxable losses to carry forward, consequently no provision for corporate tax has been made in these financial statements.

The Group's subsidiary, Wishbone Gold Pty Ltd, is subject to corporate income tax in Australia. The corporate income tax rate in Australia for the year ended 31 December 2022 is 25% (2021: 30%).

This subsidiary has taxable losses to carry forward, consequently no provision for corporate tax has been made in these financial statements.

Note that there are no group taxation provisions under the tax laws of Gibraltar.

As at 31 December 2022 and as at 31 December 2021, the Company has no deferred tax assets and no deferred tax liabilities.

7. Loss per share

Due to the Company and the Group being loss making, the share warrants (note 15) are antidilutive.

Notes to the Consolidated Financial Statementsfor the year ended 31 December 2022

8. Trade and other receivables

9. Property, plant and equipment

The plant in Honduras is currently not in production. Given the status of the Honduran operations, Management deemed that the value of the property, plant and equipment has been fully depreciated as at 31 December 2022.

Notes to the Consolidated Financial Statementsfor the year ended 31 December 2022

10. Intangible assets

The Group holds Exploration Permits for Mining ("EPMs") to four tenements in Queensland, Australia and four exploration licenses in Western Australia. The renewal of the EPMs is for a maximum further period of 5 years. Permits are not automatically renewed but require an application to the Queensland Department of Natural Resources and Mines.

In 2021, the Group settled, through issuance of shares, certain tenements in Western Australia for total consideration of £222,000. The purchase was made in two share issuances consisting of 600,000 new ordinary shares of 0.1 pence each at a deemed issued price of 16 pence per share and 900,000 new ordinary shares of 0.1 pence each at a deemed issued price of 14 pence per share.

In 2022, Group acquired additional exploration license in Western Australia for a total deemed consideration of £370,192 (2021: £161,000) which consists of cash amounting to £50,000 (2021: £35,000), shares of stocks with deemed value of £320,193 (2021: £126,000) and share warrants valued at nil (see notes 13 and 15).

The total additions in 2022 is composed of the following:

£

11. Investments

Shares in subsidiary undertakings

Notes to the Consolidated Financial Statementsfor the year ended 31 December 2022

11. Investments - continued

Wishbone Gold Pty Ltd is an exploration company. The Company is incorporated in Australia and the registered office address is c/o RSM, Level 6, 340 Adelaide St, Brisbane City 4000, Australia.

Precious Metals International Ltd. is a holding company that controls Black Sand FZE in the UAE. Precious Metals International Ltd. is incorporated in the British Virgin Islands and the registered office address is Nerine Chambers, P.O. Box 905, Road Town, Tortola, British Virgin Islands.

Wishbone Gold Honduras Ltd. is a company incorporated in Gibraltar and the registered office address is at Suite 16, Watergardens 5, Waterport Wharf, Gibraltar. In the current and previous years, the company has not been consolidated into the financial statements since there were no material balances and transactions in the company at a group level.

Wishbone Gold FZ-LLC is a company incorporated in the UAE and the registered office address is at Al Jazirah Al Hamra, RAKEZ Business Zone-FZ, Ras Al Khaimah, UAE. The company has not been consolidated into the financial statements since there were no material balances and transactions in the company at a group level.

Wishbone Gold WA Pty Ltd is also an exploration company. The company is incorporated in Australia and the registered office address is c/o RSM, Level 6, 340 Adelaide St, Brisbane City 4000, Australia.

The cost of the investments in Wishbone Gold FZ-LLC and Wishbone Gold WA Pty Ltd is negligible and has not been recognised.

12. Current liabilities

Notes to the Consolidated Financial Statementsfor the year ended 31 December 2022

12. Current liabilities - continued

Trade payables include amounts due to directors of £62,424 (2021: £13,841) as disclosed in Note 20.

13. Share capital - Group and Company

Share allotments and issuances during the year, including comparative, are laid out below:

On 12 January 2021, the Company received exercise notices for 8,622,188 warrants, attached to the share placement announced on 10 December 2020, amounting to £1,034,663. This constituted 98.54% of the warrants linked to the placing and the balance of 1.46% have lapsed.

Pursuant to the exercise notices as detailed above, the Company issued a total of 8,622,188 new Ordinary Shares of 0.1 pence each from its block listing authority of up to 8,750,000 new Ordinary shares, at a price of 12 pence per share.

On 3 March 2021, the Company issued a total of 600,000 new ordinary shares of 0.1 pence each to Alta Zinc Limited at a deemed issued price of 16 pence per share which totals to £96,000 for the option to acquire the Cottesloe Project.

Notes to the Consolidated Financial Statementsfor the year ended 31 December 2022

13. Share capital - Group and Company - continued

On 20 May 2021, the Company issued 10,000,000 new ordinary shares of 0.1 pence each at a price of 14 pence per share through a private placement made by the Company to a series of investors to raise a total of £1,400,000 gross.

On 21 July 2021, the Company received, notice to exercise warrants over a total of 3,703,704 new ordinary shares of 0.1 pence each in the Company, which will be issued at 3.3 pence per share. The Company received the exercise consideration of £122,222.

On 18 November 2021, the Company issued 900,000 new ordinary shares of 0.1 pence each at a price of 14 pence per share which equates to £126,000, following the completion of the Cottesloe Project acquisition. The Company also issued 600,000 warrants at an exercise price of 14 pence per share.

On 11 March 2022, the Company issued 238,095 warrants at an exercise price of 10.5 pence per share.

On 6 September 2022, the Company issued 22,946,860 new ordinary shares of 0.1 pence each at a price of 10.35 pence per share which equates to £2,375,000, following the expansion of the Red Setter and Halo projects. The Company has also issued 13,047,101 warrants at an exercise price of 20 pence per share.

On 18 November 2022, the Company issued 2,170,795 new ordinary shares of 0.1 pence each at a price of 14.75 pence per share which equates to £320,193 following the completion of the Anketell Project acquisition.

Ordinary shares carry a right to receive notice of, attend, or vote at any Annual General and Extraordinary General Meetings of the company. The holders are entitled to receive dividends declared and paid by the Company.

14. Loans

As at 31 December 2022, there are no outstanding loans due from third parties.

15. Share based payments

Details of the warrants and share options in issue during the year ended 31 December are as follows:

Fair value is measured by use of the Binomial Option Pricing Model with the assumption of 5% future market volatility and a future interest rate of 1.63% (2021: 1.3%) per annum based on the current economic climate. The fair value of share warrants granted in 2022 was £nil (2021: £72,987). The fair value of share warrants outstanding as at 31 December 2022 is £72,987 (2021: £72,987).

Notes to the Consolidated Financial Statementsfor the year ended 31 December 2022

16. Financial instruments

The Group's financial instruments comprise of cash and cash equivalents, borrowings and items such as trade payables which arise directly from its operations. The main purpose of these financial instruments is to provide finance for the Group's operations.

Classification of financial instruments

All Group's financial assets are classified at amortised cost. All of the Group's financial liabilities classified as other financial liabilities are also held at amortised cost. The carrying value of all financial instruments approximates to their fair value.

Fair values of financial instruments

In the opinion of the directors, the book values of financial assets and liabilities represent their fair values.

17. Financial risk management

The Group's operations expose it to a variety of financial risks including credit risk, liquidity risk, interest rate risk and foreign currency exchange rate risk. The Directors do not believe the Group is exposed to any material equity price risk. The policies are set by the Board of Directors.

Credit risk

Credit risk is the risk that a counterparty will be unable or unwilling to meet the commitments that it has entered into with the Group. Credit risk arises from cash and cash equivalents, and trade and other receivables (including the Company's receivables from related parties). As for the cash and cash equivalents, these are deposited at reputable financial institutions, therefore management do not consider the credit risk to be significant.

The carrying amount of financial assets represents the maximum credit exposure. The maximum credit exposure to credit risk at the reporting date was £1,662,200 (2021: £3,035,682).

Based on this information, the directors believe that there is a low credit risk arising from these financial assets.

Interest rate risk

The Group's interest-bearing assets comprise only cash and cash equivalents and earn interest at a variable rate. The Group has a policy of maintaining debt at fixed rates which are agreed at the time of acquiring debt to ensure certainty of future interest cash flows. The directors will revisit the appropriateness of the policy should the Group's operations change in size or nature.

No sensitivity analysis for interest rate risk has been presented as any changes in the rates of interest applied to cash balances would have no significant effect on either profit or loss or equity.

The Group has not entered into any derivative transactions during the year under review.

Liquidity risk

The Group actively maintains cash balances that are designed to ensure that sufficient funds are available for operations and planned expansions. The Group monitors its levels of working capital to ensure that it can meet its debt repayments as they fall due. All of the Group's financial liabilities are measured at amortised cost. Details of the Group's funding requirements are set out in note 19.

Non-derivative financial liabilities, comprising loans payable, trade payables and accruals of £632,674 (2021: £135,752) are repayable within 1-12 months from the year end, apart from directors' fees. The amounts represent the contractual undiscounted cash flows, balances due equal their carrying balances as the impact of discounting is not significant.

Notes to the Consolidated Financial Statementsfor the year ended 31 December 2022

17. Financial risk management - continued

Foreign currency exchange rate risk

The Group undertakes certain transactions in foreign currencies. Hence, exposure to exchange rate fluctuations arises.

The Group incurs foreign currency risk on transactions denominated in currencies other than its functional currency. The principal currency that gives rise to this risk at Group level is the Australian Dollar. At the year end, the Group's exposure to the currency is minimal; accordingly, any increase or decrease in the exchange rates relative to the functional currency would not have a significant effect on the financial statements.

18. Capital management

The Group's objectives when managing capital are to safeguard the Group's ability to continue as a going concern, to provide returns for shareholders and to maintain an optimal capital structure to reduce the cost of capital. The Group defines capital as being share capital plus reserves. The Board of Directors monitor the level of capital as compared to the Group's commitments and adjusts the level of capital as is determined to be necessary, by issuing new shares. The Group is not subject to any externally imposed capital requirements. There were no changes in the Group's approach to capital management during the year.

19. Commitments

Annual expenditure commitments

In order to maintain current rights of tenure to exploration tenements, the Group is required to perform minimum exploration work to meet the minimum expenditure requirements specified by various authorities.

These obligations are subject to periodic renegotiations and authorities allow overspend from previous years to be applied. The Group's planned spend through its exploration contractors are as follows:

Notes to the Consolidated Financial Statementsfor the year ended 31 December 2022

20. Related parties

The Company wholly owns Wishbone Gold Pty Ltd, an Australian entity that is engaged in the exploration of gold in Australia. The Company's investment in Wishbone Pty Ltd was £104,500 as at 31 December 2022 and 2021. The financial and operating results of this subsidiary have been consolidated in these financial statements.

Wishbone Gold Pty Ltd, as at 31 December 2022, has a loan outstanding from Wishbone Gold Plc of the following amounts:

Wishbone Gold WA Pty Ltd, as at 31 December 2022, has a loan outstanding from Wishbone Gold Plc of the following amounts:

The intercompany loans are repayable on demand and do not attract any interest.

Asian Commerce and Commodities Trading Co. Ltd. (ACCT), a company registered in Thailand, is 49% owned by the Company. The fair value of the net assets of this affiliate have been assessed as having no value, thus, not recognised in both the Group and the Company's accounts. Management had the option to increase its shareholdings to 95% in order to gain control but did not exercise that option. Management believes that it has no control over this entity and therefore, not consolidated in the group level.

The Company wholly owns Wishbone Gold FZ-LLC, a company registered in the United Arab Emirates. The purpose of this company is solely to hold bank accounts in the U.A.E., as it simplifies payments that need to be made in that country. The company does not trade and its sole asset is its bank account. The cash in bank amounting to£11,308 (2021: £7,572) of Wishbone Gold FZ-LLC (see note 8) which is a wholly owned subsidiary of Wishbone Gold Plc has been recognised as other receivable in the books of the Parent and other payable in the books of the subsidiary. The intercompany balances have been eliminated upon consolidation and the cash held forms part of the cash in bank account at Group level.

Notes to the Consolidated Financial Statementsfor the year ended 31 December 2022

20. Related parties - continued

The following summarises the fees incurred in respect of directors' and officers' services for the year ended 31 December 2022 and 2021, and the amounts settled by the Company by way of share issues and cash.

In 2022, the directors claimed expenses they paid on behalf of the Company totaling £38,716 of which £37,425 (2021: £607) remained outstanding at year-end.

Consultancy fees paid to Richard Poulden include fees paid to Black Swan Plc of which he is also the Chairman. In addition, Jonathan Harrison's services are billed by Easy Business Consulting Limited, in which Jonathan Harrison, a director of the Company, has an interest, for consultancy services. Professor Michael Mainelli's services are billed by Z/Yen Group Limited, in which Professor Michael Mainelli, a director of the Company, has an interest, for consulting services.

On 26 October 2021, the Group provided a short-term loan to Valereum Blockchain Plc, a related party under common management, amounting to £500,000. The related loan, including accrued interest, presented as part of interest income in the consolidated statement of income, amounting to £5,000, was subsequently collected on 08 November 2021.

21. Ultimate controlling party

The directors believe that there is no single ultimate controlling party.

Notes to the Consolidated Financial Statementsfor the year ended 31 December 2022

22. Events after the reporting date

The following events took place after the year end:

On 16 March 2023, the Company provided an update on the data analysis of the Red Setter Project

On 27 April 2023, the Company reprocessed the drill results from the Cottesloe project (including Cottesloe East) following the digitisation and combining of all previous data sets.

On 23 May 2023, the Company appointed SP Angel Corporate Finance LLP as their Company Broker.

On 26 May 2023, the Company identified 8 priority targets from MobileMT following the reprocessed historic drill and exploration data at Cottesloe as announced on 27 April 2023.

On 31 May 2023, the Company's application for a co-founded drill program has been accepted by the Government of Western Australia.

23. Availability of accounts

The full report and accounts are being posted on the Company's website, www.wishbonegold.com.

24. Contingent liability

There is some risk that native title, as established by the High Court of Australia's decision in the Mabo case, exists over some of the land over which Wishbone Gold Pty and Wishbone Gold WA hold tenements or over land required for access purposes. Wishbone has historically had good relationships with Indigenous Australians and the board will do their utmost to continue this.

Nonetheless we have to state that the Group is unable to determine the prospects for success or otherwise of the future claims and, in any event, whether or not and to what extent the future claims may significantly affect Wishbone Gold or its projects.

There are no contingent liabilities outstanding at 31 December 2022 and 31 December 2021.