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Ameriwest Critical Metals Inc. Regulatory Filings 2022

Dec 29, 2022

47874_rns_2022-12-29_d6586e38-8e68-4117-8965-51f18db1d4ec.pdf

Regulatory Filings

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AMERIWEST LITHIUM INC.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED OCTOBER 31, 2022 AND 2021

UNAUDITED – PREPARED BY MANAGEMENT

(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 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 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.

AMERIWEST LITHIUM INC. CONDENSED INTERIM CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (Expressed in Canadian Dollars) (Unaudited – Prepared by Management) As at

October
31, 2022
April
30, 2022
ASSETS
Current
Cash \$
82,032
\$
4,430,681
Receivables 37,407 23,717
Prepaid 8,800 34,673
Marketable
securities
(Note 5)
344,933 -
Assets
held for
sale (Note 16)
- 4,303,087
473,172 8,792,158
Reclamation deposits
(Note 6)
23,199 21,927
Exploration and evaluation assets
(Note 6)
7,122,296 3,206,568
Equipment (Note
7)
8,467 9,408
Right of use asset
(Note 8)
28,508 10,580
Deferred transaction costs
(Note 16)
- 7,500
TOTAL ASSETS \$
7,655,642
\$
12,048,141
LIABILITIES AND SHAREHOLDERS' EQUITY
Current
liabilities
Trade payables \$
771,027
\$
627,080
Due to related
parties
(Note 10)
73,762 25,901
Lease liability
(Note 8)
22,296 12,828
Liabilities
of
discontinued operations
(Note 16)
- 1,096,950
Total liabilities 867,085 1,762,759
Shareholders' equity
Share capital
(Note 9)
19,224,424 19,347,435
Reserves
(Note 9)
1,454,755 1,454,755
Deficit (13,890,622) (10,516,808)
Total shareholders' equity 6,788,557 10,285,382
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY \$
7,655,642
\$
12,048,141
Nature
and continuance of
operations
(Note 1)

Subsequent events (Note 17)

"Glenn Collick" "James Gheyle"

Director Director

AMERIWEST LITHIUM INC. CONDENSED INTERIM CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(Expressed in Canadian Dollars)

Unaudited – Prepared by Management

Three months
ended
October 31,
2022
Three months
ended
October 31,
2021
Six months
ended
October 31,
2022
Six
months
ended
October 31,
2022
EXPENSES
Accounting and audit (Note 10) \$
36,067
\$
28,650
\$
41,442
\$
43,650
Amortization (Notes 7
and 8)
7,816 81 25,776 81
Consulting fees (Note 10) 131,468 90,192 239,128 160,941
Insurance 6,111 4,889 17,110 4,889
Interest expenses (Note 8) 1,075 - 2,580 -
Legal fees 120,084 80,081 201,845 195,167
Management fees
(Note 10)
77,604 72,612 151,278 134,926
Office and administration 3,414 2,843 13,271 16,986
Rent - 15,000 - 20,000
Shareholder information and promotion 569,843 2,258,914 2,480,671 2,537,463
Share-based compensation (Note 9
and 10)
- 115,285 - 206,219
Transfer agent and filing fees 16,144 25,625 24,864 29,755
Travel and accommodation 15,835 10,170 47,068 18,950
(985,461) (2,704,342) (3,245,033) (3,369,027)
OTHER LOSS
Foreign
exchange gain (loss)
(18,982) 66,176 (37,273) (19,129)
Realized gain
on marketable
securities
(Note 5)
19 - 19 -
Unrealized gain
on marketable
securities
(Note 5)
13,739 - 13,739 -
Net loss from continuing operations (990,685) (2,638,166) (3,268,548) (3,388,156)
Net loss from discontinued
operations
(36,847) - (105,266) -
Net loss and comprehensive loss for the period \$
(1,027,532)
\$
(2,638,166)
\$
(3,373,814)
\$
(3,388,156)
Loss per common share -
basic and diluted
\$
(0.02)
\$
(0.05)
\$
(0.06)
\$
(0.09)
Weighted average number of common shares
outstanding -
basic and diluted
59,560,702 48,200,664 58,202,854 37,459,193

AMERIWEST LITHIUM INC. CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS (Expressed in Canadian Dollars) (Unaudited – Prepared by Management)

Six months ended
October
31, 2022
Six
months ended
October
31, 2021
CASH USED IN
OPERATING ACTIVITIES
Net loss for
the period
\$ (3,373,814) \$ (3,388,156)
Items not involving cash:
Amortization 25,776 81
Share-based compensation - 206,219
Consulting fees - 4,998
Foreign exchange (37,273) -
Interest
on lease
2,580 -
Realized gain
on marketable
securities
(13,739) -
Unrealized gain
on marketable
securities
(19) -
Changes
in non-cash working capital items:
Receivables (23,507) (23,688)
Prepaid 24,436 (321,795)
Trade payables 215,993 184,368
Due to
related parties
47,861 (36,232)
Net cash used in operating activities (3,131,706) (3,374,205)
CASH
USED IN
INVESTING
ACTIVITIES
Exploration and evaluation
assets
(1,926,253) (926,651)
Equipment purchase - (1,617)
Reclamation deposits - (18,889)
Lease payments (35,875) -
Net
cash
used
in investing
activities
(1,962,128) (947,157)
CASH PROVIDED
FROM
FINANCING ACTIVITIES
Private placements - 5,730,000
Share
issue
costs
- (250,725)
Warrants exercised 740,125 2,186,663
Marketable
securities
5,060 -
Net
cash provided by
financing activities
745,185 7,665,938
Change in
cash
(4,348,649) 3,344,576
Cash, beginning 4,430,681 483,325
Cash, end \$ 82,032 \$ 3,827,901

Supplemental disclosure with respect to cash flows (Note 15)

AMERIWEST LITHIUM INC.

CONDENSED INTERIM CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY (Expressed in Canadian Dollars) (Unaudited – Prepared by Management)

Number of Shares Shareholders'
Shares Share Capital Subscribed Reserves Deficit Equity
Balance, April
30, 2021
26,707,000 \$
1,688,231
\$
311,500
\$
243,077
\$
(914,106)
\$
1,328,702
Shares issued
for cash
12,083,000 6,041,500 (311,500) - - 5,730,000
Share issue costs - (342,170) - 91,445 - (250,725)
Exercise of warrants 3,971,350 2,103,883 95,250 (12,470) - 2,186,663
Share-based compensation - - - 206,219 - 206,219
Share
issued for
consulting fees
7,405 4,998 - - - 4,998
Net loss for
the period
- - - - (3,388,156) (3,388,156)
Balance,
October
31, 2021
42,768,755 \$
9,496,442
\$
95,250
\$
528,271
\$
(4,302,262)
\$
5,817,701
Balance, April
30, 2022
56,405,789 \$
19,347,435
\$
-
\$
1,454,755
\$(10,516,808) \$
10,285,382
Shares issued
for exploration
and evaluation assets 2,300,000 1,909,000 - - - 1,909,000
Exercise of warrants 1,113,500 740,125 - - - 740,125
Disposition of assets upon
spin out - (2,772,136) - - - (2,772,136)
Net loss
for the period
- - - - (3,373,814) (3,373,814)
Balance,
October
31, 2022
59,819,289 \$
19,224,424
\$
-
\$
1,454,755
\$(13,890,622) \$
6,788,557

1. NATURE AND CONTINUANCE OF OPERATIONS

Ameriwest Lithium Inc. (the "Company") was incorporated under the Business Corporations Act (British Columbia) on May 17, 2017. The Company's head office and principal address is located at Suite 306, 1110 Hamilton Street, Vancouver, BC, Canada, V6B 2S2.

The Company is in the business of the exploration and development of natural resource properties in Canada and the USA.

During the year ended April 30, 2021, the Company completed its initial public offering ("IPO") of 3,960,000 common shares at a price of \$0.10 per share for gross proceeds of \$396,000. The common shares were approved for listing on the Canadian Securities Exchange (the "CSE") on July 23, 2020 and began trading on July 24, 2020 under the symbol OAKY. On April 16, 2021, the Company's symbol was changed to AWLI. On May 5, 2021, the Company began trading on the Frankfurt Stock Exchange under the symbol 5HV0. On June 29, 2021, the Company began trading on the OTC Market under the symbol AWLIF.

These condensed interim consolidated financial statements have been prepared on a going concern basis, which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business. As at October 31, 2022, the Company has not generated any revenues from operations, has working capital deficiency of \$393,913 and a deficit of \$13,890,622.

The continued operations of the Company are dependent on its ability to generate future cash flows or obtain additional financing. Management believes that sufficient working capital will be obtained from external financing to meet the Company's liabilities and commitments as they become due, although there is a risk that additional financing will not be available on a timely basis or on terms acceptable to the Company. These events and conditions create a material uncertainty that may cast significant doubt upon the Company's ability to continue as a going concern. The consolidated financial statements do not include the adjustments that would be necessary should the Company be unable to continue as a going concern and realize its assets and discharge its liabilities in the normal course of business. Such adjustments could be material.

The coronavirus, also known as "COVID-19", has spread across the globe and is impacting worldwide economic activity. Government authorities have implemented emergency measures to mitigate the spread of the virus. The outbreak and the related mitigation measures may have an adverse impact on global economic conditions as well as on the Company's business activities. The extent to which the coronavirus may impact the Company's business activities will depend on future developments, such as the duration of the outbreak, travel restrictions, business disruptions and the effectiveness of actions taken in Canada and other countries to contain and treat the disease. These events are highly uncertain and, as such, the Company cannot determine their financial impact at this time.

2. BASIS OF PREPARATION

These condensed interim consolidated financial statements have been prepared in accordance with IAS 34, Interim Financial Reporting ("IAS 34"). These condensed consolidated interim financial statements do not include all of the information and footnotes required by International Financial Reporting Standards ("IFRS") for complete financial statements for year-end reporting purposes. Accordingly, these condensed consolidated interim financial statements should be read in conjunction with annual statements for the year ended April 30, 2022.

These condensed interim consolidated financial statements have been prepared on a historical cost basis, modified where applicable. In addition, these condensed interim consolidated financial statements have been prepared using the accrual basis of accounting, except for cash flow information.

These condensed interim consolidated financial statements were authorized for issuance on December 29, 2022 by the directors of the Company.

2. BASIS OF PREPARATION (continued)

The functional currency of the Company and its subsidiaries is the Canadian dollar. These condensed interim consolidated financial statements are presented in Canadian dollars, unless otherwise indicated.

Basis of Consolidation

These condensed interim consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Oakley Ventures USA Corp. All significant intercompany balances and transactions have been eliminated upon consolidation.

Subsidiaries

Subsidiaries are entities controlled by the Company. Control exists when the Company possesses power over an investee, has exposure to variable returns from the investee and has the ability to use its power over the investee to affect its returns. Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the Company.

The subsidiaries of the Company are as follows:

Name of subsidiary Incorporation Interest
October
31,
2022
Interest
April 30,
2022
ISM
Resources Corp.
Oakley Ventures USA Corp.
BC,
Canada
Nevada, USA
-
100%
100%
100%

On September 23, 2022, the Company completed a spin-out of ISM Resources Corp. ("ISM") and distributed the shares of ISM to the Company's shareholders. As a result, the Company deconsolidated its interest in ISM (Note 16).

3. SIGNIFICANT ACCOUNTING JUDGMENTS, ESTIMATES AND ASSUMPTIONS

The preparation of condensed interim consolidated financial statements requires management to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, profit and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the review affects both current and future periods.

Significant assumptions about the future and other sources of estimation uncertainty that management has made at the end of the reporting year that could result in a material adjustment of the carrying amounts of assets and liabilities in the event that actual results differ from assumptions made, relate to, but are not limited to, the following:

3. SIGNIFICANT ACCOUNTING JUDGMENTS, ESTIMATES AND ASSUMPTIONS (continued)

Significant judgments

i) Impairment of exploration and evaluation assets

Assets or cash-generating units are evaluated at each reporting date to determine whether there are any indications of impairment. The Company considers both internal and external sources of information when making the assessment of whether there are indications of impairment for the Company's exploration and evaluation assets.

ii) Going concern

The Company's assessment of its ability to raise sufficient funds to finance operations involves significant judgments. Estimates and assumptions are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

iii) Functional currency

The determination of a subsidiaries' functional currency often requires significant judgment where the primary economic environment in which they operate may not be clear. This can have a significant impact on the consolidated results of the Company based on the foreign currency translation method.

iv) Recognition of deferred income tax assets

Management is required to assess the recoverability of deferred income tax assets, which arise from the differences between the carrying amount of assets and liabilities and their tax bases in accordance with IAS 12 Income Taxes, to the extent that it is probable future taxable profits will be available against which the temporary differences can be utilized.

Significant estimates and assumptions

i) Share-based compensation

Share-based compensation is determined using the Black-Scholes option pricing model based on the estimated fair value of all share-based awards at the date of grant and is expensed to the statement of loss and comprehensive loss over each award's vesting period. The Black-Scholes option pricing model utilizes subjective assumptions such as expected price volatility and expected life of the option. Changes in these input assumptions can significantly affect the fair value estimate.

4. SIGNIFICANT ACCOUNTING POLICIES

a) Exploration and Evaluation Assets

The Company's exploration and evaluation assets consist of mineral rights acquired and exploration and evaluation expenditures capitalized in respect of projects that are at the exploration and evaluation stage.

No amortization charge is recognized in respect of exploration and evaluation assets. These assets are transferred to mine development assets in property, plant and equipment upon the commencement of mine development.

Exploration and evaluation expenditures in the relevant area of interest are comprised of costs which are directly attributable to:

  • Acquisition;
  • Assays, Staking, and Mapping;
  • Consulting & Professional;
  • Drilling;
  • Field Work;
  • Geological & Geophysical; and
  • Travel & Accommodation.

Exploration and evaluation expenditures related to an area of interest where the Company has tenure are capitalized as intangible assets and are initially recorded at cost less impairment.

Exploration and evaluation expenditures also includes the costs incurred in acquiring mineral rights, the entry premiums paid to gain access to areas of interest and amounts payable to third parties to acquire interests in existing projects. Capitalized costs, including general and administrative costs, are only allocated to the extent that those costs can be related directly to operational activities in the relevant area of interest.

Where the Company has entered into option agreements to acquire interests in mineral properties that require periodic share issuances, amounts un-issued are not recorded as liabilities since they are issuable entirely at the Company's option. Option payments are recorded as mineral property costs when the payments are made and share issuances are recorded as mineral property costs using the fair market value of the Company's common shares at the date of the issuance.

All capitalized exploration and evaluation expenditures are assessed for impairment if sufficient data exists to determine technical feasibility and commercial viability or facts and circumstances suggest that the carrying amount exceeds the recoverable amount. The following circumstances indicate that an entity should test exploration and evaluation assets for impairment:

  • The period for which the entity has the right to explore in the specific area has expired during the period or will expire in the near future, and is not expected to be renewed;
  • Substantive expenditures on further exploration and evaluation of mineral resources in the specific area is neither budgeted nor planned;
  • Exploration and evaluation of mineral resources in the specific area have not led to the discovery of commercially viable quantities of mineral resources and the Company has decided to discontinue such activities in the specific area; and
  • Sufficient data exist to indicate that, although a development in the specific area is likely to proceed, the carrying amount of the exploration and evaluation asset is unlikely to be recovered in full from successful development or by sale.

a) Exploration and Evaluation Assets (continued)

In circumstances where a property is abandoned, the cumulative capitalized costs relating to the property are written off in the period.

b) Mineral Exploration Tax Credit ("BCMETC")

The Company recognizes BCMETC amounts when the Company's BCMETC application is approved by Canada Revenue Agency or when the amount to be received can be reasonably estimated and collection is reasonably assured.

c) Impairment of Non-Current Assets

At the end of each reporting period, the Company's assets are reviewed to determine whether there is any indication that those assets may be impaired. If such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment, if any.

Where the asset does not generate cash flows that are independent from other assets, the Company estimates the recoverable amount of the cash generating unit ("CGU") to which the asset belongs. The recoverable amount is the higher of fair value less costs to sell and the asset's value in use. Fair value is determined as the amount that would be obtained from the sale of the asset in an arm's length transaction between knowledgeable and willing parties. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.

If the recoverable amount of an asset or CGU is estimated to be less than its carrying amount, the carrying amount of the asset or CGU is reduced to its recoverable amount and the impairment loss is recognized in the profit or loss for the year.

Where an impairment loss subsequently reverses, the carrying amount of the asset or CGU is increased to the revised estimate of its recoverable amount, but to an amount that does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset or CGU in prior years. A reversal of an impairment loss is recognized immediately in profit or loss.

d) Equipment

Equipment is recorded at cost and depreciated using the declining balance method at the following rates per annum.

Office Furniture and Equipment - 20% per annum

Equipment that is withdrawn from use, or has no reasonable prospect of being recovered through use or sale, are regularly identified and written off. The assets' residual values, deprecation methods and useful lives are reviewed, and adjusted if appropriate, at each reporting date.

Subsequent expenditures relating to an item of equipment are capitalized when it is probable that future economic benefits from the use the assets will be increased. All other subsequent expenditures are recognized as repairs and maintenance.

e) Financial Instruments

The Company recognizes financial assets and liabilities on the statement of financial position when it becomes a party to the contractual provisions of the instrument.

At initial recognition, financial assets are measured at fair value and classified as subsequently measured at amortized cost, fair value through other comprehensive income ("FVTOCI") or fair value through profit or loss ("FVTPL"). At initial recognition, financial liabilities are measured at fair value and classified as, subject to certain exceptions, subsequently measured at amortized cost. For financial assets and financial liabilities not at FVTPL, fair value is adjusted for transaction costs that are directly attributable to the acquisition or issue of the financial asset or financial liability.

A financial asset is measured at amortized cost if it meets both of the following conditions and is not designated as FVTPL:

  • it is held within a business model whose objective is to hold assets to collect contractual cash flows; and
  • its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

A debt investment is measured at FVTOCI if it meets both of the following conditions and is not designated as FVTPL:

  • it is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets; and
  • its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

An equity investment that is held for trading is measured at FVTPL. For other equity investments that are not held for trading, the Company may irrevocably elect to designate them as FVTOCI. This election is made on an investment-byinvestment basis.

All financial assets not classified as measured at amortized cost or FVTOCI as described above are measured at FVTPL. This includes all derivative financial assets. On initial recognition, the Company may irrevocably designate a financial asset that otherwise meets the requirements to be measured at amortized cost or at FVTOCI as at FVTPL if doing so eliminates or significantly reduces an accounting mismatch that would otherwise arise.

Financial liabilities are measured at amortized cost, unless they are required to be measured at FVTPL (such as instruments held for trading or derivatives) or the Company has elected to measure them at FVTPL.

The Company classifies its financial instruments as follows:

Financial Instrument IFRS 9 Classification
Cash Amortized cost
Receivables,
excluding GST
Amortized cost
Reclamation deposits Amortized
cost
Trade payables Amortized
cost
Due to
related
parties
Amortized cost

e) Financial Instruments (continued)

Subsequent measurement

The following accounting policies apply to the subsequent measurement of financial instruments:

Financial assets at FVTPL

These assets are subsequently measured at fair value. Net gains and losses, including any interest or dividend income, are recognized in profit or loss.

Financial assets at amortized cost

These assets are subsequently measured at amortized cost using the effective interest method. The amortized cost is reduced by impairment losses. Interest income, foreign exchange gains and losses and impairment are recognized in profit or loss. Any gain or loss on derecognition is recognized in profit or loss.

Equity investments at FTVOCI

These assets are subsequently measured at fair value. Dividends are recognized as income in profit or loss unless the dividend clearly represents a recovery of part of the cost of the investment. Other net gains and losses are recognized in OCI and are never reclassified to profit or loss.

Debt investments at FTVOCI

These assets are subsequently measured at fair value. Interest income is calculated using the effective interest rate method, foreign exchange gains and losses and impairment are recognized in profit or loss. Other net gains and losses are recognized in OCI. On derecognition, gains and losses accumulated in OCI are reclassified to profit or loss.

Impairment of financial instruments

The Company assesses at each reporting date whether there is objective evidence that a financial asset or a group of financial assets is impaired.

For financial assets measured at amortized cost the Company applies the expected credit loss impairment model.

f) Share Issue Costs

Costs directly identifiable with the raising of capital are charged against the related share capital. Costs related to shares not yet issued are recorded as deferred financing costs, and are deferred until the issuance of the shares to which the costs relate, at which time the costs will be charged against the related share capital or charged to operations if the shares are not issued.

g) Valuation of Equity Units Issued in Private Placements

The Company has adopted a residual value method with respect to the measurement of shares and warrants issued as private placement units. The residual value method first allocates value to the most easily measured component based on fair value and then the residual value, if any, to the less easily measurable component.

The fair value of the common shares issued in a private placement is determined to be the more easily measurable component and are valued at their fair value, as determined by the closing quoted bid price on the announcement date. The balance, if any, is allocated to the attached warrants. Any fair value attributed to the warrants is recorded as reserves.

h) Equity-based Compensation

The Company grants stock options and warrants to acquire common shares of the Company to directors, officers, employees and consultants. An individual is classified as an employee when the individual is an employee for legal or tax purposes, or provides services similar to those performed by an employee.

The fair value of stock options and compensatory warrants are measured on the date of grant, using the Black-Scholes option pricing model, and is recognized over the vesting period. Consideration paid for the shares on the exercise of stock options is credited to share capital.

In situations where equity instruments are issued to non-employees and some or all of the goods or services received by the entity as consideration cannot be specifically identified, they are measured at fair value of the share-based payment. Otherwise, share-based payments are measured at the fair value of goods or services received.

i) Provisions

Provisions are recorded when a present legal or constructive obligation exists as a result of past events where it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation, and a reliable estimate of the amount of the obligation can be made.

The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation estimated at the end of each reporting period, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows. When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, the receivable is recognized as an asset if it is virtually certain that reimbursement will be received and the amount receivable can be measured reliably.

j) Incomes Taxes

Income tax on the profit or loss for the periods presented comprises current and deferred tax. Income tax is recognized in profit or loss except to the extent that it relates to items recognized directly in equity, in which case it is recognized in equity.

Current tax expense is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at year end, adjusted for amendments to tax payable with regards to previous years.

Deferred tax is provided using the asset and liability method, providing for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes.

The amount of deferred tax provided is based on the expected manner of realization or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the financial position reporting date applicable to the period of expected realization or settlement. A deferred tax asset is recognized only to the extent that it is probable that future taxable profits will be available against which the asset can be utilized.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Company intends to settle its current tax assets and liabilities on a net basis.

k) Loss Per Share

The Company presents basic and diluted loss per share data for its common shares, calculated by dividing the loss attributable to common shareholders of the Company by the weighted average number of common shares outstanding during the period. Diluted loss per share does not adjust the loss attributable to common shareholders or the weighted average number of common shares outstanding when the effect is anti-dilutive.

l) Disposal groups held for sale and discontinued operations

Disposal groups are classified as held for sale if their carrying amount will be recovered principally through a sale transaction rather than through continuing use and a sale is considered highly probable. They are measured at their carrying amount, except for assets such as deferred tax assets, assets arising from employee benefits, financial assets and investment property that are carried at fair value and contractual rights under insurance contracts, which are specifically exempt from this requirement.

An impairment loss is recognized for any initial or subsequent write-down of the disposal group to fair value less costs to sell. A gain is recognized for any subsequent increases in fair value less costs to sell of a disposal group, but not in excess of any cumulative impairment loss previously recognized. A gain or loss not previously recognized by the date of the sale of the disposal group is recognized at the date of derecognition.

Non-current assets, including those that are part of a disposal group, are not depreciated or amortized while they are classified as held for sale. Interest and other expenses attributable to the liabilities of a disposal group classified as held for sale continue to be recognized.

Non-current assets classified as held for sale and the assets of a disposal group classified as held for sale are presented separately from the other assets in the balance sheet. The liabilities of a disposal group classified as held for sale are presented separately from other liabilities in the balance sheet.

A discontinued operation is a component of the entity that has been disposed of or is classified as held for sale and that represents a separate major line of business or geographical area of operations, is part of a single coordinated plan to dispose of such a line of business or area of operations, or is a subsidiary acquired exclusively with a view to resale. The results of discontinued operations are presented separately in the statement of comprehensive loss.

m) Right of use asset

The Company recognizes a right of use asset and a lease liability at the lease commencement date. The right of use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove or to restore the underlying asset or the site on which it is located, less any lease incentives received.

The right of use assets are subsequently amortized from the commencement date to the earlier of the end of the useful life of the right of use asset or the end of the lease term using the straight line method.

n) Lease liability

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company's incremental borrowing rate. Generally, the Company uses its incremental borrowing rate as the discount rate.

Lease payments included in the measurement of the lease liability comprise the following payments during the lease term: fixed payments (including in-substance fixed payments), and the exercise price under a purchase option that the Company is reasonably certain to exercise.

The lease liability is measured at amortized cost using the effective interest method. It is remeasured when there is a change in future lease payments arising mainly if the Company changes its assessment of whether it will exercise a purchase, renewal or termination option, or if there is a revised in substance fixed lease payment.

When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right of use asset, or is recorded in profit or loss if the carrying amount of the right of use asset has been reduced to zero.

o) New accounting standards and interpretations

The Company has performed an assessment of new standards issued by the IASB that are not yet effective. The Company has assessed that the impact of adopting these accounting standards on its financial statements would not be significant.

5. MARKETIBLE SECURITIES

Common shares Total
ISM Resources Corp.
As of
April 30, 2021
-
\$
-
Addition 2,001,044 500,000
As of
April 30, 2022
2,001,044 500,000
Loss on dilution of shares from spin-out - (163,765)
Sales of common shares (30,000) (5,060)
Realized loss on disposal 19
Unrealized loss on revaluation 13,739
As of October
31, 2022
1,971,044
\$
344,933

During the year ended April 30, 2022, the Company received 2,001,044 common shares of ISM valued at \$500,000 from a private placement, which was previously eliminated due to intercompany transaction. Upon completion of arrangement agreement, the Company recorded a loss on dilution of shares of \$163,765 in the disposition of assets.

During the period ended October 31, 2022, the Company sold 30,000 common shares of ISM for proceeds of \$5,060 and recorded a realized gain of disposal of marketable securities of \$19.As at October 31, 2022 remaining shares were valued at \$344,933 and the Company recorded \$13,739 unrealized gain in profit and loss.

AMERIWEST LITHIUM INC.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS For the six months ended October 31, 2022 and 2021 (Expressed in Canadian Dollars) Unaudited – Prepared by Management

6. EXPLORATION AND EVALUATION ASSETS

Koster Dam,
Canada
Thunderbird
Canada
Quet & Fire,
Canada
ESN,
USA
Thompson
Valley
USA
Deer Musk
East, USA
Railroad
Valley, USA
Edwards
Creek
Valley, USA
Little
Smokey
Valley, USA
New
Pass,
USA
Total
Acquisition
Costs
Balance –
April 30,
2021
\$
2,689
\$
846
\$
48,000
\$
447,048
\$
-
\$
181,490
\$
217,524
\$
-
\$
-
\$
-
\$
897,597
Additions - - 3,792 2,035,651 7,603 147,975 539,791 613,587 - - 3,348,399
Transferred to assets held
for sale
(2,689) - (51,792) (2,482,699) - - - - - - (2,537,180)
Write-off - (846) - - - - - - - - (846)
Balance –
April 30, 2022
- - - - 7,603 329,465 757,315 613,587 - - 1,707,970
Additions - - - 7,838 8,914 - - 288,347 2,101,843 9,392 2,416,334
Spun-out to ISM - - - (7,838) - - - - - - (7,838)
Balance –
October
31, 2022
\$
-
\$
-
\$
-
\$
-
\$
16,517
\$
329,465
\$
757,315
\$
901,934
\$
2,101,843
\$
9,392
\$
4,116,466
Exploration & Evaluation
Expenditures
Balance –
April 30, 2021
\$
91,002
\$
4,482
\$
-
\$
30,192
\$
-
\$
22,804
\$
5,244
\$
-
\$
-
\$
-
\$
153,724
Assays, staking &
mapping
952 - - - - 168,801 88,620 - - - 258,373
Consulting &
professional
2,700 - - 12,452 227,549 70,981 50,662 75,620 - - 439,964
Fieldwork - - - - - - - 12,077 - - 12,077
Geological &
geophysical
51,094 - - 34,753 6,660 245,879 388,486 125,722 - - 852,954
Travel
and accommodation
- - - - - 159 92 9,242 - - 9,493
Cost recoveries (9,794) - - - - - - - - - (9,794)
Transferred to assets held
for
sale
(135,954) - - (77,397) - - - - - - (213,351)
Write-off - (4,482) - - - - - - - - (4,482)
Balance –
April 30, 2022
- - - - 234,209 508,624 533,104 222,661 - - 1,498,598
Assays, staking &
mapping
- - - - - 4,278 306,618 - - - 310,896
Consulting &
professional
- - - - 336,518 122,754 36,024 289,618 148,868 12,036 945,818
Fieldwork - - - - - 359 - 393 - - 752
Geological & geophysical 38,579 - - - - - 169,239 - - - 207,818
Travel
and accommodation
- - - - 39,100 5,683 - 327 19,447 8,523 73,080
Reports and administration - - - - 7,447 - - - - - 7,447
Spun-out to ISM (38,579) - - - - - - - - - (38,579)
Balance –
October
31, 2022
\$
-
\$
-
\$
-
\$
-
\$
617,274
\$
641,698
\$
1,044,985
\$
512,999
\$
168,315
\$
20,559
\$
3,005,830
Exploration and evaluation
assets
Balance –
April 30, 2022
\$
-
\$
-
\$
-
\$
-
\$
241,812
\$
838,089
\$
1,290,419
\$
836,248
\$
-
\$
-
\$
3,206,568
Balance –
October 31, 2022
\$
-
\$
-
\$
-
\$
-
\$
633,791
\$
971,163
\$
1,802,300
\$
1,414,933
\$
2,270,158
\$
29,951
\$
7,122,296

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 characteristics of many mining properties. The Company has investigated title to all its exploration and evaluation assets and, to the best of its knowledge, title to all of its properties is in good standing. The exploration and evaluation assets in which the Company has committed to earn an interest are located in Canada and the USA.

Deer Musk East Property, USA

On January 28, 2021, the Company acquired (through staking) a lithium property located in Nevada's Clayton Valley consisting of 283 claims, known as the Deer Musk East Property. The claims were staked on behalf of the Company's wholly owned Nevada subsidiary, Oakley Ventures USA Corp.

During the year ended April 30, 2022, the Company acquired (through staking) an additional 88 claims, thereby increasing the size of the property to 371 claims.

Railroad Valley Property, USA

On April 19, 2021, the Company acquired (through staking) a lithium property consisting of 312 claims in the Railroad Valley, Nevada.

During the year ended April 30, 2022, the Company acquired (through staking) an additional 244 claims. The claims were staked on behalf of the Company's wholly owned Nevada subsidiary, Oakley Ventures USA Corp.

On February 16, 2022, the Company acquired 224 claims from American Battery Technology Company ("ABTC") for US\$125,000 (\$160,150), plus 67,564 common shares for a fair value of \$63,510. The acquisition increased the size of the property to 780 claims.

Edwards Creek Valley Property, USA

On September 20, 2021, the Company acquired (through staking) a lithium property consisting of 847 placer minerals claims located in the Edwards Creek Valley, Nevada. These claims were staked on behalf of the Company's wholly owned Nevada subsidiary, Oakley Ventures USA Corp.

In February 2022, the Company staked an additional 414 claims and increased the size of the property to 1,243 claims.

Thompson Valley Property, USA

On September 28, 2021, the Company was awarded seven exploration permits by the Arizona State Land Department to allow the Company, through its wholly owned Nevada subsidiary, Oakley Ventures USA Corp., to explore for prospective lithium-bearing clays located on lands in west-central Arizona for a period of one year, subject to renewals, but not to extend beyond September 23, 2026.

Little Smokey Valley Property, USA

On June 7, 2022, the Company acquired (through staking) 104 mineral claims in Little Smoky Valley, Nevada.

On July 18, 2022, the Company entered into an agreement to acquire a 100% interest in 178 mineral claims expanding its Smoky Valley Property in Nevada. Consideration included US\$150,000 (\$192,843) (paid) and the issuance of 2,300,000 common shares (issued and valued at \$1,909,000). This increased the size of the Little Smokey Valley Property to 288 mineral claims.

New Pass Property, USA

During the period ended October 31, 2022, the Company acquired (through staking) 40 mineral claims in New Pass Property, Nevada.

Koster Dam Property, Canada

On June 30, 2017, the Company entered into an option and joint venture agreement (the "Agreement") with a third party whereby the Company was granted the option to acquire up to a 100% interest in six (6) mineral claims located in the Clinton Mining Division of British Columbia (the "Property"). Pursuant to the Agreement, the Company was granted the sole and exclusive right and option (the "Initial Option") to acquire a 50% right, title and interest in the Property by incurring a total of \$110,495 of expenditures on the Property within 12 months (extended to 15 months on April 18, 2018). Upon completing the Initial Option, the Company has the sole and exclusive irrevocable right and option (the "Call Option") to acquire the remaining 50% right, title and interest in the Property by paying \$400,000 in cash. Concurrently with the Call Option, the third party has the option (the "Put Option") to dispose of the remaining 50% interest in the Property to the Company. The Company has the right to terminate the Agreement at any time up to the date of exercise of the Initial Option. In the event the Initial Option is completed but neither of the Call Option nor the Put Option are exercised, a joint venture will be formed in accordance with the terms and conditions of the Agreement.

On October 26, 2018, the Agreement was amended and replaced by an amended and restated option and joint venture agreement (the "Amended Agreement") whereby the Company was granted the option to acquire up to a 50% interest in 10 mineral claims. Pursuant to the Amended Agreement, the Company was granted the sole and exclusive right and option (the "Initial Option") to acquire a 45% right, title and interest in the Property by incurring a total of \$110,495 of expenditures on the Property within 24 months from June 30, 2017 and the sole and exclusive right and option (the "Second Option") to acquire an additional 5% right, title and interest in the Property by paying \$50,000 in cash within 30 days of exercising the Initial Option. At any time after June 30, 2018, the Company has the right to exclude any portion of the Property from the Amended Agreement. The Company has the right to terminate the Amended Agreement at any time up to the date of exercise of the Initial Option. In the event that the Initial Option is exercised, and regardless of whether or not the Second Option is exercised, a joint venture will be formed in accordance with the terms and conditions of the Amended Agreement.

On June 29, 2020, an amendment to the Amended Agreement was entered into whereby the due date for completion of the Initial Option was extended to October 1, 2020.

If, during the term of the Amended Agreement and so long as the joint venture agreement is still in force, either party or any of its affiliates stakes any interest in mineral claims or any other form of mineral tenure (the "AOI Tenure") within two kilometers around the perimeter boundaries of the Property or any part thereof (the Area of Interest or "AOI") located wholly or partly within the AOI, the acquiring party must give notice to the other party of such staking. If staking occurs prior to the formation of the joint venture, the non-acquiring party may elect to require that such AOI Tenure be included in and thereafter form part of the Property. If a non-acquiring party so elects and if the AOI Tenure was staked by the Company or any of its affiliates, the staking or acquisition costs shall constitute expenditures. If a non-acquiring party so elects and if the AOI Tenure was staked by the third party or any of its affiliates, the Company shall reimburse the third party for the staking or acquisition costs and these costs will also constitute expenditures. If such staking occurs after formation of the joint venture, the non-acquiring party may elect to require that such AOI Tenure be included in and thereafter form part of the Property provided that it then holds a participating interest, excluding any interest in any royalty, in the Property. If the AOI Tenure becomes part of the Property, the acquiring party shall be reimbursed its staking costs in proportion to its participating interest and such reimbursement shall be deemed a cost of the joint venture.

On September 30, 2020, the Company notified the third party that the Company had completed the minimum expenditure required to exercise the Initial Option and thereby acquired a 45% interest in the Koster Dam property. The parties are negotiating the terms and conditions of a joint venture.

On December 28, 2021, in connection with the arrangement agreement (Note 16), ISM, as transferee, entered into an Assignment and Novation Agreement (the "Koster Dam ANA") with Ameriwest, the transferor, and the third party, the Obligee. Pursuant to the Koster Dam ANA, Ameriwest assigned, transferred, set over and conveyed all of its right, title, estate and interest in and to the Amended Agreement and all rights, benefits, privileges and advantages of Ameriwest to be derived therefrom, to have and to hold the same unto ISM for its sole use and benefit in the same manner and to the same extent as if ISM had been originally named as a party thereto instead of Ameriwest.

On December 29, 2021, the third party and ISM (the "Participants") entered into a Joint Venture Agreement (the "JV Agreement"). Pursuant to the terms of the JV Agreement, each of the Participants will be liable for their share of costs associated with the exploration, development or operation of the property, with each Participant's share of costs being equal to their interest in the property. At inception of the JV Agreement, ISM has a 45% interest in the joint venture.

Each Participant's respective interest will not change so long as each Participant contributes its respective share of costs. At any time after a Participant has elected not to contribute its share of costs, or loses its right to contribute its share of costs, then that Participant's interest will be reduced in accordance with the terms of the JV Agreement. If the interest of one of the Participants is reduced to 10% or less, their remaining interest will be transferred to the other Participant, and the diluted Participant's interest will be converted to a royalty interest, being 3.0% of net profits.

Per the terms of the JV Agreement, the Participants will establish a Management Committee consisting of two members, and two alternate members, representing each Participant. One member of the two members appointed by each Participant will be appointed as a voting member, with their number of votes being equal to the interest held by that Participant.

Pursuant to the JV Agreement, the third party will act as the initial managing operator of the joint venture.

As at October 31, 2022, in connection with the arrangement agreement, the Koster Dam property costs were reclassified to assets held for sale and later spun out of the Company on September 23, 2022 (Note 16).

Thunderbird Property, Canada

On May 31, 2017, the Company acquired an interest in one (1) mineral claim known as the Thunderbird Property. During the year ended April 20, 2022, the Company did not renew the claim and has written off all related deferred costs of \$5,328.

Quet & Fire Property, Canada

On May 19, 2017, the Company entered into an agreement with an officer and director of the Company whereby the Company purchased the right, title, estate and interest in six (6) claims known as the Quet & Fire Property for a total consideration of \$48,000, consisting of \$41,750 in cash payments and the issuance of 1,250,000 common shares (issued at a fair value of \$6,250).

On December 2, 2021, Ameriwest and ISM entered into an Asset Transfer Agreement whereby ISM purchased from Ameriwest a 100% interest in the 8 claims comprising the Quet & Fire Property for a nominal amount.

On April 2, 2022, six of the claims comprising this property were consolidated into three claims. As a result, the property is comprised of a total of five claims.

As at October 31, 2022, in connection with the arrangement agreement, the Quet & Fire property costs were reclassified to assets held for sale and later spun out of the Company on September 23, 2022 (Note 16).

ESN Property, USA

On November 11, 2020, the Company, as transferee, entered into an Assignment and Novation Agreement (the "ANA") with two companies in the State of Nevada, USA, Emigrant Springs Gold Corporation ("ESGC"), the transferor, and Trend Resources L.L.C. ("Trend"), the Obligee. ESGC and Trend are the original parties to a Mining and Lease Option Purchase Agreement dated August 3, 2020, as amended by an Amendment To Mining Lease Option Agreement dated October 31, 2020 (collectively, called the "Subject Agreement") pursuant to which Trend granted an option to ESGC to acquire a 100% undivided interest in and to certain mineral claims comprising the Emigrant Springs Project (collectively, the "Property"). Pursuant to the ANA, ESGC assigned, transferred, set over and conveyed all of its right, title, estate and interest in and to the Subject Agreement and all rights, benefits, privileges and advantages of ESGC to be derived therefrom, to have and to hold the same unto the Company for its sole use and benefit in the same manner and to the same extent as if the Company had been originally named as a party thereto instead of ESGC. The Company agreed to pay the following compensation:

  • Issued an aggregate of three million common shares of the Company (the "Assignment Fee") with the shares vesting as follows – 1 million on November 20, 2020, 1 million on May 10, 2021 and 1 million on August 10, 2021;
  • On completion of the acquisition of the Property by the Company in accordance with the terms of the Subject Agreement, grant to ESGC a production royalty based on the Net Smelter Returns ("NSR") from the production or sale of minerals from the Property, at the rate of 2% of the NSR, with the Company having the right to repurchase each 1% of the royalty at the rate of US\$1 million for each 1% within five years after the date of the acquisition;
  • Complete exploration expenditures of at least \$300,000 or such other amount as is required to complete a first phase exploration program on any interests comprising the Property which is supported by a technical report in the form required by National Instrument 43-101 – Standards of Disclosure for Mineral Projects (the "Minimum Exploration Expenditures") by November 11, 2022; and
  • On completing the Minimum Exploration Expenditures and acquiring a 100% undivided interest in and to the property from Trend, subject only to the royalties specified in the Subject Agreement, issue an additional 2 million common shares of the Company.

Pursuant to the Subject Agreement, Trend granted ESGC the sole and exclusive right and option to purchase certain mineral claims located in the Emigrant Springs Project (collectively, the "Property"), which includes 17 unpatented mining claims and 16 additional unperfected claims, by paying an aggregate of \$125,000 in cash (\$15,000 of which was paid by ESGC) on or before August 3, 2025 and incurring an aggregate of \$300,000 in exploration expenditures on or in relation to the Property on or before October 31, 2022. ESGC may in its sole discretion at any time accelerate the payment of the cash payment amounts in order to exercise the option and acquire the Property. ESGC will pay Trend a production royalty based on the NSR from the production or sale of all minerals from the Property, including any additions to the Property resulting from the parties' location of unpatented mining claims located in the Area of Interest (as defined). The royalty percentage is 2% of the NSR, with ESGC having the right to repurchase 1% of the NSR for \$1 million with Trend retaining the remaining 1%. During the term of the Subject Agreement, ESGC is responsible for paying all required real property taxes and federal mining claim maintenance fees in respect of the Property and performing all required annual claim maintenance assessment work on the Property to satisfy the annual assessment work requirements. The Subject Agreement can be terminated by Trend in the event of an unresolved default and by ESGC by giving 30 days written notice.

ESN Property, USA (continued)

On February 4, 2022, the Company entered into an Amending Agreement with ESGC and Trend, pursuant to which the parties amended the Subject Agreement. As a result of the Amending Agreement, the exercise price was increased from US\$125,000 to US\$225,000, and requirement to incur \$300,000 in exploration expenditures on the property was removed.

Following the execution of the Amending Agreement, the Company paid the balance of the exercise price of US\$225,000 and thereby exercised the option and acquired a 100% interest the property. As a result, the Company issued the balance of 2,000,000 restricted common shares from treasury to the order and direction of ESGC in accordance with the terms of the Assignment Agreement.

On February 18, 2022, Ameriwest and ISM entered into an Asset Transfer Agreement whereby ISM purchased from Ameriwest a 100% interest in the 33 claims comprising the ESN Property for a nominal amount.

As at October 31, 2022, in connection with the arrangement agreement, the ESN property costs have been reclassified to Assets held for sale and spun out of the Company on September 23, 2022 (Note 16).

Reclamation Bonds

On September 30, 2020, the Company paid half of the \$5,500 deposited to the Ministry of Energy and Mines for the reclamation permit of Koster Dam property. The Company's joint venture partner was responsible for paying the other half of the reclamation permit.

On October 11, 2021, the Company paid \$20,449 (US\$15,000) deposited with the Arizona State Land Department for a blanket bond for reclamation and damage of the Thompson Valley property and any future properties in Arizona.

7. EQUIPMENT

Office
Equipment Total
Cost
Balance, April
30, 2021
\$
-
\$
-
Additions 10,453 10,453
Balance, April 30, 2022
and
October
31,
2022
\$
10,453
\$
10,453
Accumulated amortization
Balance, April
30,
2021
\$
-
\$
-
Additions 1,045 1,045
Balance, April
30,
2022
1,045 1,045
Additions 941 941
Balance,
October
31, 2022
\$
1,986
\$
1,986
Carrying amounts
April
30, 2022
\$
9,408
\$
9,408
October
31, 2022
\$
8,467
\$
8,467

8. RIGHT OF USE ASSET/LEASE LIABILITY

Right of use asset

The right of use asset is depreciated on a straight-line basis over the term of the lease. For the period ending October 31, 2022, the depreciation of the right of use asset was \$24,835 (2021 - \$Nil).

Right of use asset,
April
30,
2021
\$
-
Additions 63,481
Depreciation of right of use asset (52,901)
Right of use
asset, April
30, 2022
10,580
Additions* 42,763
Depreciation of right
of use asset
(24,835)
Right of use
asset, October
31, 2022
\$
28,508

* Revised from \$70,978 to \$42,763 during the period ended October 31, 2022 due to of amendment of the lease.

Lease liability

Effective July 1, 2021, the Company entered into an office and services rental agreement. The Company will pay \$5,000 per month for the period from July to December 2021, and then \$6,575 per month for the period from January to June 2022, with the lease expiring on June 30, 2022.

Effective July 1, 2022, the Company renew the office and services rental agreement where the Company will pay \$6,575 per month for the period from July 2022 to June 2023. On October 1, 2022, the lease was amended where monthly fee decreased to \$3,000 for the remaining period from October 2022 to June 2023.

The weighted average incremental borrowing rate applied when calculating the present value of the lease liability was 20%.

For the period ending October 31, 2022, interest on the lease liabilities was \$2,580 (2021 - \$Nil).

Lease liability, April
30, 2021
\$
-
Additions 63,481
Accretion
of interest
7,222
Payment
of lease liability
(57,875)
Lease liability, April
30,
2022
12,828
Additions 42,763
Accretion of interest 2,580
Payment
of lease liability
(35,875)
Lease liability, October
31, 2022
\$
22,296

* Revised from \$70,978 to \$42,763 during the period ended October 31, 2022 due to of amendment of the lease.

9. SHARE CAPITAL

The Company has authorized an unlimited number of common shares without par value, and an unlimited number of preferred shares without par value. At October 31, 2022, 59,819,289 common shares were issued and outstanding.

During the period ended October 31, 2022, the Company:

  • a) Issued 1,113,500 common shares from the exercise of warrants for total proceeds of \$740,125.
  • b) Issued 2,300,000 common shares in consideration of the acquisition of Little Smokey Valley Property (Note 6).

During the year ended April 30, 2022, the Company:

  • a) Closed a non-brokered private placement at a price of \$0.50 per unit for proceeds of \$6,041,500. The Company issued an aggregate of 12,083,000 units, with each unit consisting of one common share and one share purchase warrant. Each warrant is exercisable into one common share of the Company at a price of \$0.75 per share for a period of 24 months; Cash finders' fees totalling \$250,725 were paid in connection with the private placement, being 10% of \$1,200,000 and 7% of \$1,867,500 raised. Additionally, the Company granted broker's warrants at a fair value of \$91,445 to purchase an aggregate of 261,450 common shares at a price of \$0.75 per share, exercisable on or before May 28, 2023.
  • b) Issued 14,844,738 common shares from the exercise of warrants for total proceeds of \$9,477,204, and accordingly, the Company reallocated \$78,631 of share-based payment reserve to share capital.
  • c) Issued 74,074 common shares to a consultant as part of the consulting agreement and recorded \$74,334 in share capital.
  • d) Issued 146,977 common shares as finder's fees to certain consultants. These shares had a fair value of \$146,099 and were capitalized to exploration and evaluation assets.
  • e) Issued 550,000 common shares from the exercise of options for total proceeds of \$235,000, and accordingly, the Company reallocated \$173,933 of share-based payment reserve to share capital.
  • f) Issued 2,000,000 common shares in conjunction with the exercise of the ESN property Subject Agreement. These common shares had a fair value of \$1,780,000.
  • g) ISM incurred additional share issue costs to third parties of \$5,327 in connection with shares issued to Ameriwest. These share issue costs have been included in the consolidated statement of shareholders' equity.

9. SHARE CAPITAL (continued)

Pursuant to an escrow agreement dated December 11, 2019, 2,690,000 common shares of the Company were deposited into escrow. 269,000 of these common shares were released from escrow on the Company's listing on the Canadian Securities Exchange. The remaining common shares will be released in equal instalments 6, 12, 18, 24, 30 and 36 months after the listing date. As at October 31, 2022, 807,000 shares (April 30, 2022 – 1,210,502 shares) were being held in escrow.

Stock options

Number of
Options
Weighted
Average
Exercise
Price
(\$)
Outstanding
at
April
30, 2021
1,400,000 0.59
Granted 1,700,000 0.93
Exercised (550,000) 0.43
Outstanding at
April 30, 2022
and October
31, 2022
2,550,000 0.86

The weighted-average remaining contractual life of the options at October 31, 2022 was 3.70 years (April 30, 2022 – 4.20 years).

Additional information regarding stock options outstanding as at October 31, 2022 is as follows:

Exercise price
(\$) Number of options Exercisable Expiry
Date
0.87 200,000 200,000 June
21, 2023
0.70 850,000 550,000 April
30, 2026
0.82 200,000 200,000 August
16, 2026
0.96 1,300,000 1,300,000 February
9, 2027
2,550,000 2,250,000

On June 21, 2021, the Company granted 200,000 options to directors and officers of the Company. These options have an exercise price of \$0.87, expiring on June 21, 2023 and vested on the grant date.

On August 16, 2021, the Company granted 200,000 options to a director and a consultant of the Company. These options have an exercise price of \$0.82, expiring on August 16, 2026 and vested on the grant date.

On February 9, 2022, the Company granted 1,300,000 stock options to officers and directors of the Company. These options have an exercise price of \$0.96, expiring on February 9, 2027 and vested on the grant date.

9. SHARE CAPITAL (continued)

The fair value of the stock options recorded during the period ended October 31, 2021 was calculated using the Black Scholes option pricing model for total share-based payment expense of \$206,219. This was based on the following assumptions with no expected dividends or forfeitures:

Six
months
ended
October
31,
2022
Six
months
ended
October
31,
2021
Exercise price - \$
0.845
Expected life (in
years)
- 3.5
Expected volatility - 100%
Risk-free interest rate - 0.42%

Warrants

Number of
Warrants
Weighted
Average
Exercise
Price
(\$)
Outstanding,
April
30,
2021
6,579,000 0.48
Issued 12,344,450 0.75
Exercised (14,844,738) 0.64
Outstanding,
April
30, 2022
4,078,712 0.72
Exercised (1,033,500) 0.68
Outstanding, October
31, 2022
3,045,212 0.74

The weighted-average remaining contractual life of warrants at October 31, 2022 was 0.55 years (April 30, 2022 – 1.05 years).

Additional information regarding warrants outstanding as at October 31, 2022 is as follows:

Exercise
price
(\$) Number of
warrants
Expiry
Date
0.50 180,000 February 5,
2023
0.75 85,712 May
28, 2023
0.75 2,779,500 June
1, 2023
3,045,212

On May 28, 2021, the Company issued 261,450 agent's warrants. These warrants have an exercise price of \$0.75 per share and expire on May 28, 2023. The fair value of these agent's warrants of \$91,445 was measured using the Black Scholes option pricing model.

9. SHARE CAPITAL (continued)

The following inputs were used for the Black-Scholes valuation of the agent's warrants:

Six
months
ended
October
31,
2022
Six
months
ended
October
31,
2021
Exercise
price
- \$
0.75
Expected
life
(in years)
- 2
Expected
volatility
- 100%
Risk-free interest rate - 0.32%

10. RELATED PARTY TRANSACTIONS

Related party transactions were in the normal course of operations and measured at the exchange amount, which is the amount established and agreed to by the related parties. Key management personnel are the persons responsible for planning, directing and controlling the activities of the Company, and include both executive and non-executive directors, and entities controlled by such persons. The Company considers all directors and officers of the Company to be key management personnel.

As at October 31, 2022, the amount due to the related parties is comprised of the following:

  • \$18,000 (April 30, 2022 \$Nil) due to Glenn Collick, an officer of the Company.
  • \$40,939 (April 30, 2022 \$15,355) due to David Watkinson, an officer of the Company.
  • \$7,698 (April 30, 2022 \$7,537) due to James Gheyle, a director of the Company.
  • \$Nil (April 30, 2022 \$3,009) due to Sam Eskandari, a director of the Company.
  • \$2,000 (April 30, 2022 \$Nil) due to Graeme Wright, an officer of the Company.
  • \$5,125 (April 30, 2022 \$Nil) due to a company owned by Zig Hancyk, a director of the Company.

These amounts are non-interest bearing with no stated terms of payment.

During the period ended October 31, 2022, the Company had the following transactions with related parties:

  • \$36,000 (2021 \$45,000) to Glenn Collick for management services.
  • \$95,278 (2021 \$89,926) to David Watkinson for management services.
  • \$15,000 (2021 \$13,500) to Sam Eskandari, a director of the Company, for consulting services.
  • \$21,000 (2021 \$15,000) to Graeme Wright, an officer of the Company, for accounting services.
  • \$42,000 (2021 \$33,062) to James Gheyle for geological consulting.
  • \$15,000 (2021 \$6,250) to Zig Hancyk, director of the Company.
  • \$Nil (2021 \$103,109) in share-based compensation to officers and directors of the Company.

Contracts with related parties

On January 1, 2021, the Company entered into a Master Services Agreement (the "MSA") with a consultant, whereby the consultant will provide services typical of those for an executive officer in the position of Director and Chief Operating Officer ("COO"). Pursuant to the MSA, the consultant will receive a monthly fee of \$6,000 as compensation for providing these services. During the year ended April 30, 2022, the monthly fee was increased to \$9,000.

On April 1, 2021, the Company entered into a Geological Consulting Services Agreement (the "GCSA") with a Director of the Company, whereby the consultant will be generally responsible for assisting the geological team for any matters typical of those of a geological consultant. Pursuant to the GCSA, the consultant will receive a monthly fee of \$5,000 as compensation for providing these services.

10. RELATED PARTY TRANSACTIONS (continued)

Contracts with related parties (continued)

On April 8, 2021, the Company entered into a Management Services Agreement (the "MSA2") with a consultant, whereby the consultant was appointed to the roles of President and CEO of the Company. Pursuant to the MSA2, the consultant will receive a monthly fee of US\$12,000 as compensation for providing these services.

Pursuant to the agreements:

  • Each agreement is for an initial term of 12 months and may be renewed for further 12-month increments thereafter, subject to mutual agreement. The agreements can be terminated by either party giving the other 30 days written notice;
  • The consultants are eligible for participation in the Company's stock option plan, with the grant of options being subject to recommendation by the Compensation Committee and approval by the Board of Directors;
  • For the MSA and MSA2, the Company will review the consultant's remuneration on an annual basis and may adjust the monthly remuneration upon mutual agreement. The Company may also elect to provide performance incentives or bonuses as determined from time to time by the Board of Directors based on performance;
  • If the MSA and the GCSA are terminated by the consultants, they are entitled to an amount equal to the monthly fee and, if by the Company, an amount equal to three times the monthly fee. If the MSA2 is terminated by the consultant, he is entitled to an amount equal to the monthly fee and, if by the Company, an amount equal to the remaining months of the current 12-month term but not less than three months; and
  • If there is a change of control (as defined) and the MSA and the GCSA are terminated within the current 12-month term, the Company will pay the consultants a lump sum payment equal to three times the monthly fee. If there is a change of control and the MSA2 is terminated, the Company will pay the consultant a lump sum payment equal to three times the monthly fee plus the remaining monthly fee of the current term.

On May 1, 2021, the Company entered into a Management Services Agreement (the "MSA") with a consultant, whereby the consultant will be generally responsible for all matters typical of those for an executive officer in the position of Director and Chief Financial Officer ("CFO"). Pursuant to the MSA, the consultant will receive a monthly fee of \$2,000 as compensation for providing these services. The consultant is eligible for participation in the Company's stock option plan, with the grant of options being subject to recommendation by the Compensation Committee and approval by the Board of Directors. The Company will review the consultant's remuneration on an annual basis and may adjust the monthly remuneration upon mutual agreement. The Company may also elect to provide performance incentives or bonuses as determined from time to time by the Board of Directors based on performance. The MSA is for an initial term of 12 months and may be renewed for further 12-month increments thereafter, subject to mutual agreement. The MSA can be terminated by either party giving the other 30 days written notice. If the MSA is terminated by the consultant, he is entitled to an amount equal to the monthly fee and, if by the Company, an amount equal to three times the monthly fee. If there is a change of control (as defined) and the MSA is terminated, the Company will pay the consultant a lump sum payment equal to three times the monthly fee. On June 25, 2021, the consultant resigned as CFO and was appointed to the role of Corporate Secretary.

10. RELATED PARTY TRANSACTIONS (continued)

Contracts with related parties (continued)

On June 21, 2021, the Company entered into a Financial Consulting Services Agreement (the "FCSA") with a consultant, whereby the consultant will provide consulting services and was appointed to the role of CFO of the Company. Pursuant to the FCSA, the consultant will receive a monthly fee of \$3,000 as compensation for providing these services. The Company will review the consultant's fee from time to time and may, in its sole and absolute discretion, increase the fee depending on the consultant's performance and the Company's financial circumstances. The Board of Directors may consider payment of reasonable industry standard annual bonuses based upon the performance of the Company and upon the achievement by the consultant and/or the Company of reasonable financial and subjective management objectives to be reasonably established by the Board of Directors. The consultant was also granted an initial and fully vested stock option to purchase an aggregate of up to 100,000 common shares of the Company at an exercise price of \$0.87 for a period of two years. The FCSA is for an initial term of 12 months and will automatically renew if not specifically terminated. The consultant can either voluntarily or for any change in control (as defined) terminate the FCSA by giving the Company 30 days written notice. If the Company terminates the FCSA without just cause, the consultant is entitled to an amount equal to six times the monthly fee and the prorated portion of any then declared and/or earned bonus. If the FCSA is terminated as a result of a change of control the consultant is entitled to an amount equal to three times the monthly fee and the prorated portion of any then declared and/or earned bonus. During the year ended April 30, 2022, the monthly fee was increased to \$5,000. As of October 31, 2022, the FCSA was terminated. During the period ended October 31, 2022, the monthly fee was reduced to \$2,000.

11. CONTRACTUAL OBLIGATIONS

On January 22, 2021, the Company entered into a Consulting Services Agreement (the "CSA") with the brother of a Director of the Company, whereby the consultant will provide consulting and advisory services to the Company including, but not limited to, financial analysis, advice with respect to any merger, acquisition, joint venture, substantial asset purchase or sale or other transaction contemplated by the Company from time to time, including responding to any offers for such transactions with the Company made by one or more parties. Pursuant to the CSA, the consultant received \$50,000, inclusive of GST, on February 8, 2021 as compensation for providing these services.

On April 1, 2021, the Company entered into a Financial Consulting Services Agreement (the "FCSA") with a company controlled by the brother of a Director of the Company, whereby the consultant will provide capital raising advisory services to the Company. Pursuant to the FCSA, the consultant will receive a monthly fee of \$6,000 as compensation for providing these services. The FCSA was for an initial term of 12 months, after which the consultant has continued to be paid on a month-by-month basis.

On September 1, 2021, the Company entered into an Investor Relations Consulting Agreement (the "IRCA"), with a consultant, whereby the consultant will provide shareholder and investor relations services. Pursuant to the IRCA, the consultant will receive a monthly fee of \$7,500 as compensation for these services. The IRCA is for an initial term of 12 months and may be extended in writing by mutual consent between the consultant and the Company for ensuing one-year terms (an "Extension Term"). During any Extension Term, the IRCA can be terminated by either party giving the other 30 days written notice.

On September 14, 2021, the Company entered into an Independent Contractor Agreement (the "ICA), with a consultant, whereby the consultant will be generally responsible for all matters typical of those for a Corporate Secretary. Pursuant to the ICA the consultant will receive a monthly fee of \$4,500 as compensation for these services. The ICA can be terminated by either party giving the other 60 days written notice.

12. CAPITAL DISCLOSURE AND MANAGEMENT

The Company defines its capital as all components of shareholders' equity. The Company's objectives when managing capital are to safeguard its ability to continue as a going concern.

In order to maintain its capital structure, the Company is dependent on equity funding and when necessary, raises capital through the issuance of equity instruments, primarily comprised of common shares. The Company manages its capital structure and makes adjustments to it in light of economic conditions. The Company, upon approval from its Board of Directors, will make changes to its capital structure as deemed appropriate under the specific circumstances.

The Company is not subject to any externally imposed capital requirements or debt covenants, and does not presently utilize any quantitative measures to monitor its capital. There were no changes to the Company's approach to managing capital during the period.

13. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

Financial instruments measured at fair value are classified into one of three levels in the fair value hierarchy according to the relative reliability of the inputs used to estimate the fair values. The three levels of the fair value hierarchy are:

  • Level 1 Unadjusted quoted prices in active markets for identical assets or liabilities;
  • Level 2 Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and
  • Level 3 Inputs that are not based on observable market data.

The Company is exposed in varying degrees to a variety of financial instrument related risks. The Board of Directors approves and monitors the risk management processes, inclusive of counterparty limits, and controlling and reporting structures. The type of risk exposure and the way in which such exposure is managed is provided as follows:

(a) Credit risk

Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss. The Company's primary exposure to credit risk is on its cash held in bank accounts. The Company has deposited the cash with its bank from which management believes the risk of loss is remote.

(b) Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. Trade payables are due within the current operating period. There can be no assurance of continued access to significant equity funding. As at October 31, 2022, the Company had cash of \$82,032 (April 31, 2022 - \$4,430,681) to cover current liabilities of \$867,085 (April 31, 2022 - \$1,762,759).

(c) Market risk

Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices will affect the Company's income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimizing the return. As at October 31, 2022, the management does not hedge its foreign exchange risk, and does not believe a change in foreign exchange would materially affect the Company at its current stage.

13. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (continued)

(d) Interest rate risk

Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is exposed to interest rate risk, from time to time, on its cash balances. Surplus cash, if any, is placed on call with financial institutions.

(e) Commodity Price Risk

The ability of the Company to finance the exploration and development of its properties and the future profitability of the Company is directly related to the market price of the primary minerals identified in its mineral properties. Mineral prices fluctuate on a daily basis and are affected by a number of factors beyond the Company's control. A sustained, significant decline in the prices of the primary minerals or in the share prices of junior mineral exploration companies in general, could have a negative impact on the Company's ability to raise additional capital. Sensitivity to commodity price risk is remote since the Company has not established any reserves or production.

14. SEGMENTED INFORMATION

The Company operates in one reportable operating segment, being the acquisition, exploration and development of mineral properties. The Company operates in Canada and the United States. The Company's exploration and evaluation assets are located in Canada and the USA. Geographic information is as follows: as at October 31, 2022, \$Nil (April 30, 2022– \$32,988) of the Company's non-current assets were located in Canada and \$7,122,296 (April 30, 2022– \$3,153,250) were located in the USA.

15. SUPPLEMENTAL DISCLOSURES WITH RESPECT TO CASH FLOWS

Significant non-cash transactions during the period ended October 31, 2022 included:

  • (a) Recorded right of use asset of \$42,763 for the new lease the Company entered into during the period.
  • (b) Included in exploration and evaluation assets is \$29,604 which is in trade payables.
  • (c) Issued 2,300,000 common shares valued at \$1,909,000 for the acquisition of Little Smokey Valley Property.

Significant non-cash transactions during the period ended October 31, 2021 included:

  • (a) Issued agent's warrants at a fair value of \$91,445 to purchase an aggregate of 261,450 common shares at a price of \$0.87 per share;
  • (b) Issued 7,405 common shares at a fair value of \$0.675 to a consultant as part of the consulting agreement.
  • (c) Included in exploration and evaluation assets is \$353,471 which is in trade payables
  • (d) Transferred a fair value of \$12,470 from reserves to share capital on the exercise of 239,000 agent's warrants.

16. ARRANGEMENT AGREEMENT AND ASSETS HELD FOR SALE

On March 31, 2022, the Company entered into an arrangement agreement with its 100% owned subsidiary, ISM, whereby the company agreed to spin off its existing non-lithium assets, being the Koster Dam, ESN and Quet & Fire gold prospects into ISM.

On September 23, 2022, the Company completed the arrangement agreement and spun-off its wholly-owned subsidiary ISM. Ameriwest continues to be traded on the CSE, while ISM's common shares were listed for trading on the CSE on September 29, 2022.

The transaction was carried out by way of statutory plan of arrangement (the "Spin-Out") pursuant to the Business Corporations Act (British Columbia). Through the Spin-Out, shareholders of the Company exchanged all of the existing issued and outstanding Ameriwest common shares (the "Old Ameriwest Shares") for one new common share of the Company (each, a "New Ameriwest Share") (having identical terms as the existing common shares) and one-quarter of one common share in the capital of ISM ("ISM Shares") for each Old Ameriwest Share. There was no change in Ameriwest shareholders' holdings in the Company as a result of the Spin-Out.

Holders of options to purchase Ameriwest Shares ("Ameriwest Options") received for each Ameriwest Option held one option to purchase from Ameriwest one New Ameriwest Share and one-quarter of one option of ISM (a "ISM Option"), with each whole ISM Option entitling the holder thereof to purchase from ISM one ISM Share.

Holders of warrants to purchase Ameriwest Shares ("Ameriwest Warrants") received for each Ameriwest Warrant held one warrant to purchase from Ameriwest one New Ameriwest Share and one-quarter of one warrant of ISM (a "ISM Warrant"), with each whole ISM Warrant entitling the holder thereof to purchase from ISM one ISM Share.

The disposal group reclassified for distribution to shareholders at October 31, 2022 consists of the Company's Canadian subsidiary, ISM, and certain exploration and evaluation assets which were spun-out during the period ended October 31, 2022. The disposal group is part of the Company's only segment, which is the exploration of exploration and evaluation assets (Note 6).

IFRS 5 Non-Current Assets Held for Sale and Discontinued Operations requires that assets meeting the criteria to be classified as held for sale be presented separately in the consolidated statement of financial position and the results of discontinued operations be presented separately in the consolidated statements of comprehensive loss. Accordingly, the assets and directly associated liabilities relating to the business units being spun out to ISM have been presented as "Assets held for sale" and "Liabilities of discontinued operations" in the consolidated statement of financial position and the net loss relating to this business unit has been presented as "Net loss from discontinued operations" in the consolidated statements of comprehensive loss.

On the basis that an accurate and fair valuation of the exploration properties, individually and in the aggregate, is not otherwise reasonably determinable, the Company has recorded these dispositions to ISM using the current deferred mineral property costs applicable to each. Accordingly, no gain or loss has been recognized herein.

16. ARRANGEMENT AGREEMENT AND ASSETS HELD FOR SALE (continued)

The assets and liabilities of ISM as at October 31, 2022 and April 30, 2022 and the expenses and cash flows for the periods ended October 31, 2022 and April 30, 2022 are presented in the following tables.

Assets held
for sale
and liabilities
of discontinued operations:
October
31, 2022
April 30, 2022
Cash \$ - \$ 1,525,128
Receivables - 1,428
Prepaid - 26,000
Exploration and evaluation
assets
(Note
6)
- 2,750,531
Total assets held for
sale
\$ - \$ 4,303,087
Accounts
payable and accrued liabilities
\$ - \$ 41,950
Subscriptions received in advance - 1,055,000
Total liabilities of discontinued
operations
\$ - \$ 1,096,950
Operating
expenses:
For
the Period
Ended
October
31, 2022
For the Year
Ended
April 30, 2022
Accounting and audit
Legal fees
Office and administration
Transfer agent and filing fees
\$ 946
88,426
94
15,800
\$ 9,500
24,426
4,210
165
Total \$ 105,266 \$ 38,301
Cash flows provided by (used
in) discontinued operations:
For
the Period
For
Ended
October
31, 2022
the Year
Ended
April 30, 2022
Net cash
used in operating activities
Net cash used in
investing
activities
Net cash provided by financing activities
\$ (101,338)
(13,636)
-
\$ (23,779)
(766)
1,549,673
Net cash flow \$ (114,974) \$ 1,525,128

In connection with the Spin-Out, ISM completed a non-brokered private placement of 10,550,000 units of ISM at a price of \$0.10 per unit for gross proceeds of \$1,055,000. Each unit was comprised of one ISM Share and one common share purchase warrant of ISM. Each warrant entitles the holder thereof to purchase one ISM Share at an exercise price of \$0.20 for a period of 24 months from the date of issuance. In connection with the private placement, ISM had received subscription proceeds of \$1,055,000 as at April 30, 2022.

During the period ended October 31, 2022, the Company recorded \$7,500 in transaction costs associated with the plan of arrangement, which was included in the disposition of assets.

17. SUBSEQUENT EVENT

Subsequent to October 31, 2022, the Company issued 107,857 common shares to a consultant as part of the consulting agreement.