Ameriwest Critical Metals Inc. — Interim / Quarterly Report 2024

Mar 28, 2024

AMERIWEST LITHIUM INC.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED JANUARY 31, 2024 AND 2023

(Expressed in Canadian Dollars)

(Unaudited – Prepared by Management)

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.

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AMERIWEST LITHIUM INC.

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

(Expressed in Canadian Dollars) (Unaudited – Prepared by Management) As at

	January 31, 2024 April 30, 2023
ASSETS Current Cash Receivables Prepaid Marketable securities (Note 5) Reclamation deposits (Note 6) Exploration and evaluation assets (Note 6) Equipment (Note 7) Right of use asset (Note 8) TOTAL ASSETS	$ 32,736 $ 419,198 9,989 10,251 26,480 - 242,893 258,831
	312,098 688,280 22,863 23,065 8,244,808 7,376,579 6,397 7,526 13,494 7,127
	$ 8,599,660 $ 8,102,577
LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities Trade payables Due to related parties (Note 10) Lease liability (Note 8) Loan payable (Note 12) Total liabilities Shareholders’ equity Share capital (Note 9) Reserves (Note 9) Subscriptions received in advance Deficit Total shareholders’ equity TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$ 312,456 $ 900,833 249,292 298,852 26,278 5,853
	588,026 1,205,538 84,000 254,897
	672,026 1,460,435
	22,263,645 19,284,395 1,780,655 1,728,655 - 405,000 (16,116,666) (14,775,908)
	7,927,634 6,642,142
	$ 8,599,660 $ 8,102,577

Nature and continuance of operations (Note 1)

“Glenn Collick” Director	“James Gheyle”
	Director

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

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AMERIWEST LITHIUM INC.

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Expressed in Canadian Dollars) (Unaudited – Prepared by Management)

	Three months ended January 31, 2024 Three months Ended January 31, 2023 Nine months ended January 31, 2024 Nine months ended January 31, 2023
EXPENSES Accounting and audit (Note 10) Amortization (Notes 7 and 8) Consulting fees (Note 10) Insurance Interest on lease (Note 8) Interest on loan (Note 12) Legal fees Management fees (Note 10) Office and administration (recovery) Shareholder information and promotion Share-based compensation (Notes 9 and 10) Transfer agent and filing fees Travel and accommodation OTHER ITEMS Foreign exchange loss Realized gain (loss) on marketable securities (Note 5) Unrealized gain (loss) on marketable securities (Note 5) Transaction cost on loans (Note 12) Write-off accounts payable	$ 18,375 $ 1,375 $ 41,730 $ 42,817 19,267 11,161 27,147 36,936 27,757 83,627 86,500 322,755 - 22,234 11,282 39,344 2,893 983 3,040 3,562 3,646 2,229 18,968 2,229 5,641 38,951 70,931 240,796 83,183 75,345 210,976 226,624 (3,138) 2,576 8,516 15,846 50,793 7,309 837,881 2,487,981 - - 52,000 - 6,046 17,105 23,056 41,969 - 10,559 11,019 57,627
	(214,463) (273,454) (1,403,046) (3,518,486) (4,094) 12,644 (8,735) (24,629) 1,131 954 (2,900) 973 (95,952) (122,774) 43,923 (109,036) (7,500) - (7,500) - - 10,458 37,500 10,458
Net loss from continuing operations Net loss from discontinued operations	(320,878) (372,172) (1,340,758) (3,640,720) - - - (105,266)
Net loss and comprehensive loss for theperiod	$ (320,878) $ (372,172) $ (1,340,758) $ (3,745,986)
Loss per common share – basic and diluted (continued operations) Loss per common share – basic and diluted (discontinued operations) Weighted average number of common shares outstanding – basic and diluted	$ (0.02) $ (0.04) $ (0.10) $ (0.38) $ - $ (0.00) $ - $ (0.00) 17,609,338 9,984,341 12,917,768 9,795,097

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

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

Nine months ended January 31,	2024 2023
CASH USED IN OPERATING ACTIVITIES Net loss for the period Items not involving cash: Amortization Foreign exchange Interest on lease Interest on loan Realized gain on marketable securities Share-based compensation Share issued for services Unrealized loss on marketable securities Write-off of accounts payable Transaction costs on loan Changes in non-cash working capital items: Receivables Prepaid Trade payables Due to related parties Net cash used in operating activities CASH USED IN INVESTING ACTIVITIES Exploration and evaluation assets Lease payments Net cash used in investing activities CASH PROVIDED FROM FINANCING ACTIVITIES Proceeds from private placement Proceeds from loan payable Warrants exercised Loan repayment Marketable securities Net cash provided by financing activities Change in cash Cash, beginning Cash, end	$ (1,340,758) $ (3,745,986) 27,147 36,936 202 24,629 3,040 5,791 15,853 - 2,900 (973) 52,000 - - 35,054 (43,923) 109,036 (37,500) (10,458) 7,500 - 262 26,495 (26,480) 20,840 (187,520) (69,393) (49,560) 151,024
	(1,576,837) (3,417,005)
	(1,231,586) (1,920,949) (15,000) (44,875)
	(1,246,586) (1,965,824)
	2,095,000 - 75,000 - 479,250 740,125 (269,250) 250,000 56,961 23,787
	2,436,961 1,013,912
	(386,462) (4,368,917) 419,198 4,430,681
	$ 32,736 $ 61,764

Supplemental disclosure with respect to cash flows (Note 16)

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

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AMERIWEST LITHIUM INC.

CONDENSED INTERIM CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

For the nine months ended January 31, 2024 and 2023

(Expressed in Canadian Dollars)

(Unaudited – Prepared by Management)

For the nine months ended January 31, 2024 and 2023 (Expressed in Canadian Dollars) (Unaudited – Prepared by Management)
					Subscription
	Number of				received in					Shareholders’
	Shares		Share Capital		advance		Reserves	Deficit		Equity
Balance, April 30, 2022	9,400,965	$	19,347,435	$	-	$	1,454,755	$ (10,516,808)	$	10,285,382
Shares issued for exploration and evaluation assets	383,333		1,909,000		-		-	-		1,909,000
Exercise of warrants	185,583		740,125		-		-	-		740,125
Disposition of assets upon spin out	-		(2,772,136)		-		-	-		(2,772,136)
Share issued for consulting fees	17,976		35,054		-		-	-		35,054
Net loss for the period	-		-		-		-	(3,745,986)		(3,745,986)
Balance, January 31, 2023	9,987,858		19,259,478		-		1,454,755	(14,262,794)		6,451,439
Disposition of assets upon spin out	-		24,917		-		-	-		24,917
Share-based compensation	-		-		-		273,900	-		273,900
Subscription received in advance	-		-		405,000		-	-		405,000
Net loss for the period	-		-		-		-	(513,114)		(513,114)
Balance, April 30, 2023	9,987,858		19,284,395		405,000		1,728,655	(14,775,908)		6,642,142
Private placement	2,083,333		2,500,000		(405,000)		-	-		2,095,000
Exercise of warrants	319,500		479,250		-		-	-		479,250
Share-based compensation	-		-		-		52,000	-		52,000
Net loss for the period	-		-		-		-	(1,340,758)		(1,340,758)
Balance, January 31, 2024	12,390,691	$	22,263,645	$	-	$	1,780,655	$ (16,116,666)	$	7,927,634

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

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NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS For the nine months ended January 31, 2024 and 2023 (Expressed in Canadian Dollars) (Unaudited – Prepared by Management)

AMERIWEST LITHIUM INC.

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.

Effective December 7, 2023, the Company consolidated its common shares on a 6:1 basis. All share and per share amounts in the condensed interim consolidated financial statements have been retroactively restated to reflect the share consolidation.

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 January 31, 2024, the Company has not generated any revenues from operations, has a working capital deficit of $275,928 and a deficit of $16,116,666.

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 condensed interim 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.

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 interim consolidated financial statements should be read in conjunction with annual statements for the year ended April 30, 2023.

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 March 28, 2024 by the directors of the Company.

The functional currency of the Company and its subsidiary 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 subsidiary, Oakley Ventures USA Corp. All significant intercompany balances and transactions have been eliminated upon consolidation.

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AMERIWEST LITHIUM INC.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS For the nine months ended January 31, 2024 and 2023 (Expressed in Canadian Dollars) (Unaudited – Prepared by Management)

2. BASIS OF PREPARATION (continued)

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 Company’s wholly owned subsidiary is as follows:

		Interest	Interest
		January 31,	April 30,
Name of subsidiary	Incorporation	2024	2023
OakleyVentures USA Corp.	Nevada,USA	100%	100%

On September 23, 2022, the Company completed a spin-out of its formerly wholly owned subsidiary, 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 17). ISM Resources Corp. changed its name to Discovery Lithium Inc. on September 1, 2023.

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:

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.

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NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS For the nine months ended January 31, 2024 and 2023 (Expressed in Canadian Dollars) (Unaudited – Prepared by Management)

AMERIWEST LITHIUM INC.

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

Significant judgments (continued)

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.

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NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS For the nine months ended January 31, 2024 and 2023 (Expressed in Canadian Dollars) (Unaudited – Prepared by Management)

AMERIWEST LITHIUM INC.

4. SIGNIFICANT ACCOUNTING POLICIES (continued)

• a) Exploration and Evaluation Assets (continued)

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.

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.

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NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS For the nine months ended January 31, 2024 and 2023 (Expressed in Canadian Dollars) (Unaudited – Prepared by Management)

AMERIWEST LITHIUM INC.

4. SIGNIFICANT ACCOUNTING POLICIES (continued)

• c) Impairment of Non-Current Assets (continued)

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, is 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 of 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.

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NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS For the nine months ended January 31, 2024 and 2023 (Expressed in Canadian Dollars) (Unaudited – Prepared by Management)

AMERIWEST LITHIUM INC.

4. SIGNIFICANT ACCOUNTING POLICIES (continued)

• e) Financial Instruments (continued)

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:

he Company classifies its financial instruments as follows:
Financial Instrument	IFRS 9 Classification
Cash	Amortized cost
Receivables,excludingGST	Amortized cost
Marketable securities	FVTPL
Reclamation deposits	Amortized cost
Tradepayables	Amortized cost
Due to relatedparties	Amortized cost
Loanpayable	Amortized cost

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 FVTOCI

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 FVTOCI

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.

12

AMERIWEST LITHIUM INC. NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS For the nine months ended January 31, 2024 and 2023 (Expressed in Canadian Dollars) (Unaudited – Prepared by Management)

4. SIGNIFICANT ACCOUNTING POLICIES (continued)

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.

13

AMERIWEST LITHIUM INC. NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS For the nine months ended January 31, 2024 and 2023 (Expressed in Canadian Dollars) (Unaudited – Prepared by Management)

4. SIGNIFICANT ACCOUNTING POLICIES (continued)

• j) Incomes Taxes (continued)

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.

14

AMERIWEST LITHIUM INC. NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS For the nine months ended January 31, 2024 and 2023 (Expressed in Canadian Dollars) (Unaudited – Prepared by Management)

4. SIGNIFICANT ACCOUNTING POLICIES (continued)

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. MARKETABLE SECURITIES

During the year ended April 30, 2022, the Company participated in a private placement completed by ISM whereby the Company acquired 1,000,522 common shares of ISM for $500,250. Upon completion of arrangement agreement on September 23, 2022 (see Note 17), the Company elected to classify their investment in ISM as a financial instrument measured at FVTPL. In connection with this transaction, the Company adjusted the value of their investment in ISM to $361,151.

During the year ended April 30, 2023, the Company sold 108,000 common shares of ISM for proceeds of $34,215 and recorded a realized loss on disposal of marketable securities in the amount of $2,079.

During the period ended January 31, 2024, the Company sold 178,130 common shares of ISM for proceeds of $56,961 and recorded a realized loss on disposal of marketable securities in the amount of $2,900. As at January 31, 2024, the Company’s remaining 741,392 common shares of ISM were valued at $242,893, with the Company having recorded an unrealized gain in respect of these securities in the amount of $43,923.

15

AMERIWEST LITHIUM INC.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the nine months ended January 31, 2024 and 2023 (Expressed in Canadian Dollars) (Unaudited – Prepared by Management)

6. EXPLORATION AND EVALUATION ASSETS

						Thompson						Edwards		Little
	Koster Dam,			ESN,		Valley	Deer Musk			Railroad		Creek		Smokey	New Pass,
		Canada		USA		USA		East, USA	Valley, USA		Valley, USA		Valley, USA			USA	Total
Acquisition Costs
Balance – April 30, 2022	$	-	$	-	$	7,603	$	329,465	$	757,315	$	613,587	$	-	$	-	$ 1,707,970
Additions		-		7,838		9,058		-		-		292,981		2,101,843		9,543	2,421,263
Spun-out to ISM		-		(7,838)		-		-		-		-		-		-	(7,838)
Balance – April 30, 2023		-		-		16,661		329,465		757,315		906,568		2,101,843		9,543	4,121,395
Additions		-		-		-		88,720		134,620		296,904		69,210		9,671	599,125
Balance– January 31, 2024	$	-	$	-	$	16,661	$	418,185	$	891,935	$	1,203,472	$	2,171,053	$	19,214	$ 4,720,520
Exploration & Evaluation
Expenditures
Balance – April 30, 2022	$	-	$	-	$	234,209	$	508,624	$	533,104	$	222,661	$	-	$	-	$ 1,498,598
Assays, staking & mapping		-		-		12,204		8,823		311,546		-		-		-	332,573
Consulting & professional		-		-		475,310		134,439		53,550		313,808		155,426		12,229	1,144,762
Fieldwork		-		-		-		365		-		399		-		-	764
Geological & geophysical		38,579		-		-		-		172,901		495		-		-	211,975
Travel and accommodation		-		-		39,728		5,774		-		333		19,760		8,660	74,255
Reports and administration		-		-		7,566		15,694		2,525		3,788		1,263		-	30,836
Spun-out to ISM		(38,579)		-		-		-		-		-		-		-	(38,579)
Balance – April 30, 2023		-		-		769,017		673,719		1,073,626		541,484		176,449		20,889	3,255,184
Assays, staking & mapping		-		-		30,875		-		-		-		-		-	30,875
Consulting & professional		-		-		178,657		12,564		19,103		19,897		6,282		-	236,503
Geological & geophysical		-		-		-		-		1,200		526		-		-	1,726
Balance– January 31, 2024	$	-	$	-	$	978,549	$	686,283	$	1,093,929	$	561,907	$	182,731	$	20,889	$ 3,524,288
Exploration and evaluation assets
Balance – April 30, 2023	$	-	$	-	$	785,678	$	1,003,184	$	1,830,941	$	1,448,052	$	2,278,292	$	30,432	$ 7,376,579
Balance– January 31, 2024	$	-	$	-	$	995,210	$	1,104,468	$	1,985,864	$	1,765,379	$	2,353,784	$	40,103	$ 8,244,808

16

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS For the nine months ended January 31, 2024 and 2023 (Expressed in Canadian Dollars) (Unaudited – Prepared by Management)

AMERIWEST LITHIUM INC.

6. EXPLORATION AND EVALUATION ASSETS (continued)

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 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.

On September 1, 2023, the Company allowed 217 claims to expire, reducing the claim package to 563 claims.

Edwards Creek Valley Property, USA

On September 20, 2021, the Company acquired (through staking) a lithium property consisting of 829 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.

On January 31, 2023, the Company’s wholly owned subsidiary, Oakley Ventures USA Corp., entered into an option agreement with Nova Lithium USA Corp. (“Nova”), whereby Nova acquired the exclusive right and option to purchase a 51% undivided interest in and to the Edwards Creek Valley Property. In order to exercise the option, Nova is required to incur qualifying exploration expenditures of at least $500,000 on the property over a period of 24 months, including not less than $200,000 during the first 12 months. Nova is not required to complete any cash payments or issue any securities in connection with the granting or exercise of the option.

As at January 31, 2024, Nova Lithium has failed to meet its exploration requirements of $200,000 during the first 12 months of the option agreement or pay the 2023/24 claim maintenance fees due on the property required under the option agreement. The Company is considering renegotiating the agreement with Nova Lithium or potentially terminating it after January 31, 2024.

21

AMERIWEST LITHIUM INC. NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS For the nine months ended January 31, 2024 and 2023 (Expressed in Canadian Dollars) (Unaudited – Prepared by Management)

6. EXPLORATION AND EVALUATION ASSETS (continued)

Thompson Valley Property, USA

During the year ended April 30, 2023, the Company was awarded an aggregate of 17 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, up to a maximum of five years. The permits awarded during the year ended April 30, 2022 cannot be renewed beyond September 23, 2026. Of the permits awarded during the year ended April 30, 2023, six cannot be extended beyond August 11, 2027 and four cannot be extended beyond March 8, 2028.

During the year ended April 30, 2023, the Company acquired (through staking) 33 claims. The claims were staked on behalf of the Company's wholly owned Nevada subsidiary, Oakley Ventures USA Corp.

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 acquired 184 mineral claims for US$150,000 ($192,843) and the issuance of 383,333 common shares for a fair value of $1,909,000. The acquisition increased the size of the Little Smokey Valley Property to 288 mineral claims.

New Pass Property, USA

During the year ended April 30, 2023, the Company acquired (through staking) 40 mineral claims near Edwards Creek Valley, Nevada.

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 $19,872 (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.

15

AMERIWEST LITHIUM INC.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS For the nine months ended January 31, 2024 and 2023 (Expressed in Canadian Dollars)

(Unaudited – Prepared by Management)

7. EQUIPMENT

EQUIPMENT
		Office
		Equipment		Total
Cost
Balance, April 30, 2022	$	10,453	$	10,453
Additions		-		-
Balance, April 30, 2023 and January 31, 2024	$	10,453	$	10,453
Accumulated amortization
Balance, April 30, 2022	$	1,045	$	1,045
Additions		1,882		1,882
Balance, April 30, 2023		2,927		2,927
Additions		1,129		1,129
Balance, January 31, 2024	$	4,056	$	4,056
Carrying amounts
April 30, 2023	$	7,526	$	7,526
January 31, 2024	$	6,397	$	6,397

8. RIGHT OF USE ASSET/LEASE LIABILITY

Lease liability

On July 1, 2021, the Company entered into an office and services rental agreement. The Company paid $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.

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

On July 1, 2023, the Company entered into an office and services rental agreement. The Company will incur $3,000 per month for the period from July to June 2024.

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

For the period ending January 31, 2024, interest on the lease liabilities was $3,040 (2023 - $3,562).

Lease liability, April 30, 2022	$	12,828
Additions *		42,763
Accretion of interest		4,137
Payment of lease liability		(53,875)
Lease liability, April 30, 2023		5,853
Additions		32,385
Accretion of interest		3,040
Payment of lease liability		(15,000)
Lease liability,January31,2024	$	26,278

• Revised from $70,978 to $42,763 during the year ended April 30, 2023 due to an amendment of the lease.

15

AMERIWEST LITHIUM INC.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS For the nine months ended January 31, 2024 and 2023 (Expressed in Canadian Dollars) (Unaudited – Prepared by Management)

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 January 31, 2024, the depreciation of the right of use asset was $7,127 (2023 - $35,525).

Right of use asset, April 30, 2022	$	10,580
Additions*		42,763
Depreciation of right of use asset		(46,216)
Right of use asset, April 30, 2023		7,127
Additions		32,385
Depreciation of right of use asset		(26,018)
Right of use asset,January31,2024	$	13,494

• Revised from $70,978 to $42,763 during the year ended April 30, 2023 due to an 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 January 31, 2024, 12,390,691 common shares were issued and outstanding.

During the period ended January 31, 2024, the Company:

• a) Closed a non-brokered private placement of 2,083,333 units at a price of $1.20 per unit for proceeds of $2,500,000. 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 $1.50 per share for a period of 24 months.

• b) Issued 319,500 common shares from the exercise of warrants for total proceeds of $479,250.

During the year ended April 30, 2023, the Company:

• a) Issued 185,583 common shares from the exercise of warrants for total proceeds of $740,125.

• b) Issued 383,333 common shares in consideration of the acquisition of Little Smokey Valley Property (Note 6). These common shares had a fair value of $1,909,000 and were capitalized to exploration and evaluation assets.

• c) Issued 17,976 common shares to a consultant as part of a consulting agreement and recorded $35,054 in share capital.

Pursuant to an escrow agreement dated December 11, 2019, 448,333 common shares of the Company were deposited into escrow. 44,833 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 January 31, 2024, Nil shares (April 30, 2023 – 67,250 shares) were being held in escrow.

15

AMERIWEST LITHIUM INC.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS For the nine months ended January 31, 2024 and 2023 (Expressed in Canadian Dollars) (Unaudited – Prepared by Management)

9. SHARE CAPITAL (continued)

Stock options

		Weighted
		Average
	Number of	Exercise
	Options	Price ($)
Outstanding at April 30, 2022	425,000	0.86
Granted	183,333	0.32
Outstanding at April 30, 2023	608,333	4.17
Granted	41,667	1.56
Expired/Cancelled	(66,666)	4.52
Outstanding at January 31, 2024	583,334	3.94

The weighted-average remaining contractual life of the options at January 31, 2024 was 3.18 years (April 30, 2023 – 3.67 years).

Additional information regarding stock options outstanding as at January 31, 2024 is as follows:

Exercise price
($)	Number of options	Exercisable	Expiry Date
4.20	141,667	141,667	April 30, 2026
4.92	33,333	33,333	August 16, 2026
5.76	200,000	200,000	February 9, 2027
1.95	166,667	166,667	February 2, 2028
1.56	41,667	41,667	May 24, 2028
	583,334	583,334

On February 2, 2023, the Company granted 166,667 stock options to officers and directors of the Company. These options have an exercise price of $1.95, expiring on February 2, 2028 and vested on the grant date.

On February 3, 2023, the Company granted 16,667 stock options to an officer and director of the Company. These options have an exercise price of $1.89, expiring on February 3, 2028 and vested on the grant date.

On May 24, 2023, the Company granted 41,667 stock options an officer and director of the Company. These options have an exercise price of $1.56, expiring on May 24, 2028 and vested on the grant date.

The fair value of the stock options recorded during the period ended January 31, 2024 was calculated using the Black Scholes option pricing model for total share-based payment expense of $52,000 (2023 – $206,219). This was based on the following assumptions with no expected dividends or forfeitures:

	Nine months ended	Nine months ended
	January 31, 2024	January 31, 2023
Exercise price	$1.56	$ -
Expected life (in years)	5.00	-
Expected volatility	115%	-
Risk-free interest rate	3.46%	-

15

AMERIWEST LITHIUM INC.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS For the nine months ended January 31, 2024 and 2023 (Expressed in Canadian Dollars) (Unaudited – Prepared by Management)

9. SHARE CAPITAL (continued)

Warrants

		Weighted
		Average
	Number of	Exercise
	Warrants	Price ($)
Outstanding, April 30, 2022	679,785	0.72
Exercised	(185,583)	0.66
Expired	(16,667)	0.50
Outstanding, April 30, 2023	477,535	4.50
Granted	2,083,338	1.50
Exercised	(319,500)	1.50
Expired	(477,535)	4.50
Outstanding, January 31, 2024	1,763,838	1.50

The weighted-average remaining contractual life of warrants at January 31, 2024 was 1.25 years (April 30, 2023 – 0.09 years).

Additional information regarding warrants outstanding as at January 31, 2024 is as follows:

Exercise price
($)	Number of warrants	Expiry Date
1.50	1,763,838	May 1, 2025
	1,763,838

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 January 31, 2024, the amount due to the related parties is comprised of the following:

• $59,000 (April 30, 2023 - $72,000) due to Glenn Collick, an officer of the Company.

• $75,104 (April 30, 2023 - $140,013) due to David Watkinson, an officer of the Company.

• $44,813 (April 30, 2023 - $51,958) due to James Gheyle, a director of the Company.

• $17,625 (April 30, 2023 - $18,375) due to Sam Eskandari, a director of the Company.

• $Nil (April 30, 2023 - $6,006) due to Graeme Wright, a former officer of the Company.

• $15,250 (April 30, 2023 - $10,500) due to a company owned by Zig Hancyk, a director of the Company.

• $37,500 (April 30, 2023 - $Nil) due to a company owned by Robert Hill, an officer of the Company.

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

22

AMERIWEST LITHIUM INC.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS For the nine months ended January 31, 2024 and 2023 (Expressed in Canadian Dollars) (Unaudited – Prepared by Management)

10. RELATED PARTY TRANSACTIONS (continued)

During the period ended January 31, 2024, the Company had the following transactions with related parties:

• $72,000 (2023 - $81,000) to Glenn Collick for management services.

• $42,000 (2023 - $Nil) to Robert Hill for management services.

• $96,976 (2023 - $146,624) to David Watkinson for management services.

• $22,500 (2023 - $22,500) to Sam Eskandari, a director of the Company, for consulting services.

• $1,000 (2023 - $27,000) to Graeme Wright, a former officer of the Company, for accounting services.

• $63,000 (2023 - $63,000) to James Gheyle for geological consulting.

• $22,500 (2023 - $22,500) to Zig Hancyk, a director of the Company.

• $52,000 (2023 - $Nil) in share-based compensation to an officer 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. During the year ended April 30, 2023, the monthly fee was increased to $7,000.

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. On May 1, 2023, the consultant voluntarily reduced the monthly fee from $12,000 to $8,000 per month.

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.

23

AMERIWEST LITHIUM INC. NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS For the nine months ended January 31, 2024 and 2023 (Expressed in Canadian Dollars) (Unaudited – Prepared by Management)

10. RELATED PARTY TRANSACTIONS (continued)

Contracts with related parties (continued)

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.

On June 21, 2021, the Company entered into a Financial Consulting Services Agreement (the “FCSA”) with a consultant, whereby the consultant was to provide consulting services and was appointed to the role of CFO of the Company. Pursuant to the FCSA, the consultant was to receive a monthly fee of $3,000 as compensation for providing these services. The consultant was also granted fully vested stock options 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. During the year ended April 30, 2022, the monthly fee was increased to $5,000 and then during the year ended April 30, 2023, the monthly fee was reduced to $2,000. As of January 31, 2024, the FCSA had been terminated.

On May 23, 2023, 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 Chief Financial Officer (“CFO”). Pursuant to the MSA, the consultant will receive a monthly fee of $6,000 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 MSA is for an indefinite period and may be terminated by either party giving the other 30 days written notice.

11. CONTRACTUAL OBLIGATIONS

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. LOAN PAYABLE

On December 6, 2022, the Company entered into a loan agreement with an arm’s length company to borrow $250,000. The loan bears interest at 5% per annum and is payable on or before June 6, 2024. As at April 30, 2023, the Company owed the amount of $254,897, of which includes the accrued interest of $4,897 that has been included in profit and loss during the year ended April 30, 2023. During the period ended January 31, 2024, the Company accrued additional interest of $14,353 in profit and loss, and repaid the loan in full in the amount of $269,250.

24

AMERIWEST LITHIUM INC.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS For the nine months ended January 31, 2024 and 2023 (Expressed in Canadian Dollars) (Unaudited – Prepared by Management)

12. LOAN PAYABLE (continued)

During the period ended January 31, 2024, the Company:

• i) entered into a loan agreement with an arm’s length company to borrow $50,000. The loan bears interest at 1% per month and is payable on or before November 30, 2024. In addition to the principal amount, the Company will also pay a one-time fee of $5,000, which is non-refundable and due at maturity.

• ii) entered into a loan agreement with an arm’s length company to borrow $25,000. The loan bears interest at 1% per month and is payable on or before February 24, 2025. In addition to the principal amount, the Company will also pay a one-time fee of $2,500, which is non-refundable and due at maturity.

As at January 31, 2024, the Company owed the amount of $84,400, of which includes the accrued interest of $1,500.

13. 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.

14. 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’s marketable securities are classified as a level 1 financial instrument.

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.

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AMERIWEST LITHIUM INC. NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS For the nine months ended January 31, 2024 and 2023 (Expressed in Canadian Dollars) (Unaudited – Prepared by Management)

14. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (continued)

(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 January 31, 2024, the Company had cash of $32,736 (April 30, 2023 - $419,198) to cover current liabilities of $588,026 (April 30, 2023 - $1,205,538).

(c) Market ri sk

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 January 31, 2024, 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.

(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.

15. 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 the USA. Geographic information is as follows: as at January 31, 2024, $19,891 (April 30, 2023– $17,153) of the Company’s non-current assets were located in Canada and $8,267,671 (April 30, 2023– $7,397,144) were located in the USA.

16. SUPPLEMENTAL DISCLOSURES WITH RESPECT TO CASH FLOWS

Significant non-cash transactions during the period ended January 31, 2024 included:

• a) Transferred $405,000 from subscriptions received in advance to share capital in relations to closing of the private placement.

• b) Included in exploration and evaluation assets is $15,856 which is in trade payables.

• c) Recorded right of use asset of $32,385 for the new lease the Company entered into during the period.

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AMERIWEST LITHIUM INC.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS For the nine months ended January 31, 2024 and 2023 (Expressed in Canadian Dollars) (Unaudited – Prepared by Management)

16. SUPPLEMENTAL DISCLOSURES WITH RESPECT TO CASH FLOWS (continued)

Significant non-cash transactions during the period ended January 31, 2023 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 $224,526 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.

• d) Issued 107,857 common shares at a fair value of $35,054 to a consultant as part of the consulting agreement.

17. 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 (an "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 (an "ISM Warrant"), with each whole ISM Warrant entitling the holder thereof to purchase from ISM one ISM Share.

The following gold prospects were spun-out as of September 23, 2022 and no longer form part of the Company’s assets:

ESN	$	2,567,934
Koster Dam		177,222
Quet & Fire		51,792
	$	2,796,948

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.

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AMERIWEST LITHIUM INC. NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS For the nine months ended January 31, 2024 and 2023 (Expressed in Canadian Dollars) (Unaudited – Prepared by Management)

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

Assets held for sale

As at April 30, 2022, the disposal group reclassified for distribution to shareholders consisted of the Company’s Canadian subsidiary, ISM, and certain exploration and evaluation assets which were ultimately spun-out during the year ended April 30, 2023. The disposal group was 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 condensed interim consolidated statement of financial position and the results of discontinued operations be presented separately in the condensed interim consolidated statements of comprehensive loss. Accordingly, the assets and directly associated liabilities relating to the business units spun out to ISM have been presented as “Assets held for sale” and “Liabilities of discontinued operations” in the condensed interim 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 condensed interim consolidated statements of comprehensive loss.

The expenses and cash flows for the year ended April 2023 are presented in the following tables:

Operating expenses:	For the Year Ended April30, 2023
Accounting and audit Legal fees Office and administration Transfer agent and filing fees Total	$ 946 88,426 94 15,800
	$ 105,266
Cash flows provided by (usedin) discontinued operations:	For the Year Ended April30, 2023
Net cash used in operating activities Net cash used in investing activities Net cash provided by financing activities Net cash flow	$ (101,338) (13,636) -
	$ (114,974)

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. In connection with the private placement, ISM had received subscription proceeds of $1,055,000 as at April 30, 2022.

During the year ended April 30, 2023, the Company recognized the deferred transaction costs of $7,500 associated with the plan of arrangement. This amount was included in the disposition of assets.

15