During the year ended December 31, 2021, the Company issued no shares of common stock to directors and employees of the Company for services rendered.

During the year ended December 31, 2020, the Company issued no shares of common stock to directors and employees of the Company for services rendered.

During the year ended December 31, 2021, the Company issued 7,200,000 shares of common stock to third parties for the acquisition of mineral rights at the transaction prices ranging from $0.06 to $0.07 per share for a total value of $459,000.

During the year ended December 31, 2020, the Company issued 3,400,000 shares of common stock to third parties for the acquisition of mineral rights at the transaction prices ranging from $0.06 to $0.07 per share for a total value of $298,000.

During the year ended December 31, 2021, the Company issued 3,933,334 shares of common stock to third parties for investor services at the transaction prices ranging from $0.10 to $0.15 per share for a total value of $570,000.

During the year ended December 31, 2021, the Company issued 738,347 shares of common stock to third parties for exploration services at the transaction price of $0.07 per share for a total value of $61,405.

During the year ended December 31, 2021, the Company issued 200,000 shares of common stock to third parties for a private placement $0.02 per share for a total value of $10,000.

As of December 31, 2021, the Company has yet to issue 9,521,577 (2020 – 9,009,924) shares of common stock at the transaction prices ranging from $0.02 to $0.15 per share for a total of $2,256,444 (2020 -$2,341,728). In addition, 3,576,534 (2020 – 1,576,534) shares of common stock are to be issued to directors for services recorded in prior years. An additional 1,995,043 (2020 – 1,995,043) shares of common stock are yet to be issued for debt settlements from prior years.

For the year ended December 31, 2021, 2,000,000 (2020- 2,000,000) shares became issuable to directors and officers of the Company for services rendered. These transactions have been recorded as consulting fees having a total value of $116,400 (2020 $200,000) within shares to be issued.

Index

Joshua Gold Resources Inc.

(An Exploration Stage Company)

Notes to Financial Statements

For the year ended December 31, 2021

6.Capital Stock

b)Stock To be Issued - continued

For the year ended December 31, 2021, the Company had not yet issued 1,950,000 shares of common stock and warrants for 1,950,000 shares of common stock with an expiry date of December 13, 2024 for debt settlements having a total value of $39,000. The fair value of the commons shares was $0.021 per share for a total of $40,950. The warrants were valued at $0.004 each for a total of $7,860 based on the following assumptions:

1.	Exercise price of each warrant	$0.20
2.	Expected life in years	3
3.	Annualized Volatility	100%
4.	Annual rate of quarterly dividends	0%
5.	Discount rate – Bond Equivalent yield	0.95%
6.

This was recorded as reduction in current liabilities and as an increase within shares to be issued.

c)Preferred Stock

The Company has authorized Class A preferred stock available to be issued for $1.00 per share, are non-participating and non-voting and accrue cumulative dividends at the rate of 10% per annum. The Company may retract the stock at any time upon the payment of $1.00 per share plus any unpaid dividends. In the event of any wind-up of the Company, the Class A preferred stock has a priority distribution of $1.00 per share plus any unpaid dividends before any distribution to the common stockholders.

d)Dividends

As at December 31, 2021, the Company was in arrears in dividends on preferred shares. The balance of dividends payable of $486,202 (December 31, 2020 - $419,848) includes dividends of $278,769 (December 31, 2020 - $254,400) and accrued interest of $207,433, (December 31, 2020 - $165,448), accrued at 10.0% interest compounded annually.

Preferred dividends for the year ended December 31, 2021 and 2020 had an effect of $nil on loss per share available to common stockholders.

e)Warrants

During the year, 1,950,000 warrants became issuable for a debt settlement as described in note 6 b).

The Company had no warrants outstanding at December 31, 2020.

Index

Joshua Gold Resources Inc.

(An Exploration Stage Company)

Notes to Financial Statements

For the year ended December 31, 2021

6.Capital Stock – continued

f)Stock-Based Compensation

The Company incurred stock-based compensation expense in connection with its compensation agreements for its directors and officers. Under these agreements, common stock may be issued as a signing bonus or at certain benchmark dates within an individual’s period of service. Stock-based compensation is calculated as the fair value of the stock issued or to be issued to an individual at the time the employment contract was signed and is recorded at the time it becomes owing to the individual. Stock issued to a director, manager, or employee may be deferred in the event that their contract requires the individual to remain employed with the Company for a specified time period after issuance.

For the year ended December 31, 2021, 2,000,000 shares (December 31, 2020 – 2,000,000) became issuable in connection with stock-based compensation arrangements.

These shares were valued ranging from $0.03 to $0.11 per share and resulted in compensation expense of $116,400. These fees were recorded as a component of consulting fees in the amount of $116,400 (December 31, 2020 – $200,000) on the statements of operations and comprehensive loss.