Ameriwest Critical Metals Inc. - Interim / Quarterly Report 2024

AMERIWEST LITHIUM INC.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED JULY 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.

AMERIWEST LITHIUM INC.

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

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

	July 31, 2024 April 30, 2024
ASSETS Current Cash Receivables Prepaid Marketable securities (Note 5) Exploration and evaluation assets (Note 6) Reclamation deposits (Note 6) Equipment (Note 7) Right of use asset (Note 8) TOTAL ASSETS	$ 32,309 $ 32,660 24,195 20,999 31,673 42,061 531,777 75,935
	619,954 171,655 4,444,607 8,338,528 23,523 23,218 5,720 6,021 - 5,397
	$ 5,093,804 $ 8,544,819
LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities Trade payables Due to related parties (Note 11) Lease liability (Note 8) Loans payable (Note 9) Total liabilities Shareholders’ equity Share capital (Note 10) Reserves (Note 10) Deficit Total shareholders’ equity TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$ 1,395,754 $ 580,279 44,864 30,414 - 5,853 108,079 102,565
	1,548,697 719,111
	22,979,284 22,979,284 1,780,655 1,780,655 (21,214,832) (16,934,231)
	3,545,107 7,825,708
	$ 5,093,804 $ 8,544,819

Nature and continuance of operations (Note 1) Subsequent event (Note 17)

“Saman Eskandari” Director	“James Gheyle”
	Director

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

AMERIWEST LITHIUM INC.

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

	Three months	Three months	Three months	Three months
		ended		ended
		July 31,		July 31,
		2024		2023
EXPENSES
Accounting and audit (Note 11)	$	9,185	$	9,480
Amortization (Notes 7 and 8)		5,699		7,503
Consulting fees (Note 11)		13,500		29,500
Insurance		10,388		11,282
Interest on lease (Note 8)		147		147
Interest on loans (Note 9)		6,816		-
Legal fees		35,568		61,213
Management fees (Note 11)		9,000		50,080
Office and administration		2,027		29,042
Shareholder information and promotion		199		782,482
Share-based compensation (Notes 10 and 11)		-		52,000
Transfer agent and filing fees		3,999		7,196
Travel and accommodation		-		5,421
		(96,528)		(1,045,346)
OTHER ITEMS
Foreign exchange gain (loss)		(24,220)		9,723
Realized loss on marketable securities (Note 5)		(11,274)		(5,478)
Unrealized gain on marketable securities (Note 5)		369,661		261,680
Write-off of accounts payable		-		37,500
Write-off of exploration and evaluation assets (Note 6)		(4,518,240)		-
		(4,184,073)		(741,921)
Net loss and comprehensive loss for theperiod	$	(4,280,601)	$	(741,921)
Loss per common share – basic and diluted	$	(0.31)	$	(0.06)
Weighted average number of common shares
outstanding – basic and diluted		13,740,953		12,263,671

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

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

Three months ended July 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 loans Realized loss on marketable securities Share-based compensation Unrealized loss (gain) on marketable securities Write-off of accounts payable Write-off of exploration and evaluation assets 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 Warrants exercised Loan repayment Marketable securities Net cash provided by financing activities Change in cash Cash, beginning Cash, end	$ (4,280,601) $ (741,921) 5,698 7,503 7,939 (9,723) 147 14,500 5,514 - 11,274 5,478 - 52,000 (369,661) (261,680) - (37,500) 4,518,240 - (3,196) 5,216 10,388 (26,412) 71,912 (287,961) 14,450 (298,852)
	(7,896) (1,579,352)
	- (455,827) - (6,000)
	- (461,827)
	- 2,095,000 - 479,250 - (269,250) 7,545 42,286
	7,545 2,347,286
	(351) 306,107 32,660 419,198
	$ 32,309 $ 725,305

Supplemental disclosure with respect to cash flows (Note 16)

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

AMERIWEST LITHIUM INC.

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

					Subscription
	Number of				received in					Shareholders’
	Shares		Share Capital		advance		Reserves	Deficit		Equity
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	-		-		-		-	(741,921)		(741,921)
Balance, July 31, 2023	12,390,691		22,263,645		-		1,780,655	(15,517,829)		8,526,471
Shares issued for debt settlement	1,350,262		715,639		-		-	-		715,639
Net loss for the period	-		-		-		-	(1,416,402)		(1,416,402)
Balance, April 30, 2024	13,740,953		22,979,284		-		1,780,655	(16,934,231)		7,825,708
Net loss for the period	-		-		-		-	(4,280,601)		(4,280,601)
Balance, July 31, 2024	13,740,953	$	22,979,284	$	-	$	1,780,655	$ (21,214,832)	$	3,545,107

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.

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

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

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.

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 July 31, 2024, the Company has not generated any revenues from operations, has a working capital deficit of $928,743 and a deficit of $21,214,832.

The Company is currently unable to self-finance 100% of its planned operations for the next fiscal year and has on-going cash needs to meet its overhead requirements, maintain its exploration assets, and complete planned exploration activities. The generation of revenue from the Company’s exploration assets is dependent upon several factors, which include the discovery and/or expansion of mineral resources or reserves on each of its properties, the ability of the Company to obtain the necessary financing to advance exploration on these properties, the ability of the Company to make property, advance royalty, or claim maintenance payments to hold these properties, or the completion of transactions with third parties that generate revenue in the short and long term. The generation of cash inflow from equity financings is dependent upon several factors including the price of commodities, general market sentiment toward metals and minerals that the Company is targeting with exploration, and other impacts to financial markets that are beyond the control of the Company. For the Company to continue to operate as a going concern it must obtain additional financing. While the Company has been successful in obtaining additional financing in the past, there can be no assurance that this will continue in the future. As a result, there is a material uncertainty that may cast significant doubt about the Company’s ability to continue as a going concern. If the going concern assumption were not appropriate for these condensed interim consolidated financial statements, adjustments would be necessary to the carrying value of assets and liabilities, the reported expenses and the condensed interim consolidated statement of financial position classifications used. 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 IFRS Accounting 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, 2024.

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 September 30, 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.

AMERIWEST LITHIUM INC.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS For the three months ended July 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
		July 31,	April 30,
Name of subsidiary	Incorporation	2024	2024
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 5). 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.

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. MATERIAL ACCOUNTING POLICY INFORMATION

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.

4. MATERIAL ACCOUNTING POLICY INFORMATION (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.

4. MATERIAL ACCOUNTING POLICY INFORMATION (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.

4. MATERIAL ACCOUNTING POLICY INFORMATION (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
Loanspayable	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.

4. MATERIAL ACCOUNTING POLICY INFORMATION (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.

4. MATERIAL ACCOUNTING POLICY INFORMATION (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.

4. MATERIAL ACCOUNTING POLICY INFORMATION (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, 2024, the Company sold 386,286 common shares of Discovery Lithium Inc. (“Discovery”) (formerly ISM Resources Corp.) for proceeds of $104,888 and recorded a realized loss on disposal of marketable securities in the amount of $24,926.

During the period ended July 31, 2024, the Company sold 56,000 common shares of Discovery for proceeds of $7,545 and recorded a realized loss on disposal of marketable securities in the amount of $11,274.

As at July 31, 2024, the Company’s remaining 450,236 common shares of Discovery were valued at $51,777, with the Company having recorded an unrealized loss in respect of these securities in the amount of $5,339 (2023 – gain of $261,680) during the period ended July 31, 2024.

261,680) during the period ended July 31, 2024.
	Discovery
	Common Shares		Total
As of April 30, 2023	892,522	$	258,831
Proceeds on sale of Discovery’s shares	(386,286)		(104,888)
Realized loss on marketable securities	-		(24,926)
Unrealized loss on marketable securities	-		(53,082)
As of April 30, 2024	506,236		75,935
Proceeds on sale of Discovery’s shares	(56,000)		(7,545)
Realized loss on marketable securities	-		(11,274)
Unrealized loss on marketable securities	-		(5,339)
As of July31,2024	450,236	$	51,777

AMERIWEST LITHIUM INC.

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

5. MARKETABLE SECURITIES (continued)

During the period ended July 31, 2024, the Company received 1,500,000 common shares of Nova Pacific Metals Corp. (formerly Nova Lithium Corp.), valued at $105,000, pursuant to the termination of its option agreement of Edward Creek Property (Note 6).

As at July 31, 2024, the Company held 1,500,000 common shares of Nova Pacific Metals Corp. valued at $480,000. The Company recorded an unrealized gain in the value of these securities equal to $375,000 (2023 - $Nil) during the period ended July 31, 2024.

nded July 31, 2024.
	Nova Pacific
	Metals Corp.
	Common Shares		Total
As of April 30, 2024	-	$	-
Common shares pursuant to termination agreement	1,500,000		105,000
Unrealizedgain on marketable securities	-		375,000
As of July31,2024	1,500,000	$	480,000

AMERIWEST LITHIUM INC.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

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

6. EXPLORATION AND EVALUATION ASSETS

Thompson Valley USA Deer Musk East, USA Railroad Valley, USA Edwards Creek Valley, USA Little Smoky Valley, USA	New Pass, USA Total
Acquisition Costs Balance – April 30, 2023 $ 16,661 $ 329,465 $ 757,315 $ 906,568 $ 2,101,843 Additions - 88,874 134,854 297,420 69,330	$ 9,543 $ 4,121,395 9,688 600,166
Balance – April 30, 2024 16,661 418,339 892,169 1,203,988 2,171,173 Additions - 107,905 163,733 361,832 84,108 Write-off - - - (1,565,820) (2,255,281)	19,231 4,721,561 11,741 729,319 (30,972) (3,852,073)
Balance –July 31, 2024 $ 16,661 $ 526,244 $ 1,055,902 $ - $ -	$ - $ 1,598,807

Exploration & Evaluation Expenditures Balance – April 30, 2023 $ 769,017 $ 673,719 $ 1,073,626 $ 541,484 $ 176,449 Assays, staking & mapping 30,929 - - - - Consulting & professional 258,596 15,381 23,330 24,126 7,692 Geological & geophysical - - 1,202 527 -	$ 20,889 $ 3,255,184 - 30,929 - 329,125 - 1,729
Balance – April 30, 2024 1,058,542 689,100 1,098,158 566,137 184,141 Cost recovery - - - (105,000) - Write-off - - - (461,137) (184,141)	20,889 3,616,967 - (105,000) (20,889) (666,167)
Balance– July 31, 2024 $ 1,058,542 $ 689,100 $ 1,098,158 $ - $ -	$ - $ 2,845,800
Exploration and evaluation assets Balance – April 30, 2024 $ 1,075,203 $ 1,107,439 $ 1,990,327 $ 1,770,125 $ 2,355,314 Balance– July 31, 2024 $ 1,075,203 $ 1,215,344 $ 2,154,060 $ - $ -	$ 40,120 $ 8,338,528 $ - $ 4,444,607

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.

Subsequent to July 31, 2024, the Company entered into a letter of intent to option the property (Note 17).

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 was 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 was not required to complete any cash payments or issue any securities in connection with the granting or exercise of the option.

As at July 31, 2024, Nova had failed to meet its exploration requirement of $200,000 during the first 12 months of the option agreement or pay the 2023/24 claim maintenance fees due on the property, as required under the option agreement.

On June 6, 2024, Nova terminated its option agreement with the Company. Pursuant to a settlement agreement reached between the two parties, Nova Pacific Metals Corp. (formerly Nova Lithium Corp.), the parent company of Nova, issued 1,500,000 common shares to the Company (Note 5).

6. EXPLORATION AND EVALUATION ASSETS (continued)

Edwards Creek Valley Property, USA (continued)

Subsequent to July 31, 2024, the Company decided to focus its exploration and evaluation activities on other properties and allowed the Edwards Creek Valley claims to lapse, which is an indicator of impairment under IFRS 6, resulting in an assessment of the property’s recoverable amount. Due to uncertainty in recoverability, the Company has written off the property in full, recognizing an impairment loss of $2,026,957 during the period ended July 31, 2024.

Thompson Valley Property, USA

During the years ended April 30, 2022 and 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 Smoky 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 Smoky Valley Property to 288 mineral claims.

Subsequent to July 31, 2024, the Company decided to focus its exploration and evaluation activities on other properties and allowed the Little Smoky Valley claims to lapse, which is an indicator of impairment under IFRS 6, resulting in an assessment of the property’s recoverable amount. Due to uncertainty in recoverability, the Company has written off the property in full, recognizing an impairment loss of $2,439,422 during the period ended July 31, 2024.

New Pass Property, USA

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

Subsequent to July 31, 2024, the Company decided to focus its exploration and evaluation activities on other properties and allowed the New Pass claims to lapse , which is an indicator of impairment under IFRS 6, resulting in an assessment of the property’s recoverable amount. Due to uncertainty in recoverability, the Company has written off the property in full, recognizing an impairment loss of $51,861 during the period ended July 31, 2024.

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.

AMERIWEST LITHIUM INC.

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

7. EQUIPMENT

EQUIPMENT
		Office
		Equipment		Total
Cost
Balance, April 30, 2023 and 2024	$	10,453	$	10,453
Additions		-		-
Balance, July 31, 2024	$	10,453	$	10,453
Accumulated amortization
Balance, April 30, 2023	$	2,927	$	2,927
Additions		1,505		1,505
Balance, April 30, 2024		4,432		4,432
Additions		301		301
Balance, July 31, 2024	$	4,733	$	4,733
Carrying amounts
April 30, 2024	$	6,021	$	6,021
July 31, 2024	$	5,720	$	5,720

8. RIGHT OF USE ASSET/LEASE LIABILITY

Lease liability

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 July 31, 2024, interest on the lease liabilities was $147 (2023 - $147). During the period ended July 31, 2024, the Company negotiated a deferral on the outstanding monthly lease payments of $24,000 (April 30, 2024 - $18,000) without incurring additional interest or penalty.

Lease liability, April 30, 2023	$	5,853
Additions		32,385
Accretion of interest		3,615
Payment of lease liability		(36,000)
Lease liability, April 30, 2024		5,853
Accretion of interest		147
Payment of lease liability		(6,000)
Lease liability,July31,2024	$	-

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

AMERIWEST LITHIUM INC.

8. RIGHT OF USE ASSET/LEASE LIABILITY (continued)

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 July 31, 2024, the depreciation of the right of use asset was $5,397 (2023 - $7,127).

Right of use asset, April 30, 2023	$	7,127
Additions		32,385
Depreciation of right of use asset		(34,115)
Right of use asset, April 30, 2024		5,397
Depreciation of right of use asset		(5,397)
Right of use asset,July31,2024	$	-

9. LOANS PAYABLE

During the year ended April 30, 2024, the Company:

i) entered into a loan agreement with an arm’s length company to borrow $75,000. 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 $7,500, payable at maturity, and being amortized over the duration of the loan using the effective interest method.
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 25, 2025. In addition to the principal amount, the Company will also pay a one-time fee of $2,500, payable at maturity, and being amortized over the duration of the loan using the effective interest method.
iii) received a loan of $5,000 from a former director of the Company. The amount is non-interest bearing, unsecured and has no specific terms of repayment.

For the period ended July 31, 2024, interest on loan payable was $5,514 (2023 - $Nil).

Loan payable, April 30, 2023	$	254,897
Additions		105,000
Accretion of interest		21,918
Reallocation of one-time fee to trade payables		(10,000)
Repayment of loan		(269,250)
Loan payable, April 30, 2024		102,565
Accretion of interest		5,514
Loanpayable,July31,2024	$	108,079

AMERIWEST LITHIUM INC.

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

10. 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 July 31, 2024, 13,740,953 common shares were issued and outstanding.

During the period ended July 31, 2024, the Company did not have any share capital transactions.

During the year ended April 30, 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 consists 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.
c) Issued 1,350,262 common shares (valued at $715,639) to certain creditors to settle outstanding accounts payable of $297,058 (Note 11).

Stock options

		Weighted
		Average
	Number of	Exercise
	Options	Price ($)
Outstanding at April 30, 2023	608,333	4.17
Granted	41,667	1.56
Expired/Cancelled	(66,666)	4.52
Outstanding at April 30, 2024	583,334	3.94
Expired/Cancelled	(183,335)	4.12
Outstanding at July 31, 2024	399,999	3.87

The weighted-average remaining contractual life of the options at July 31, 2024 was 2.71 years (April 30, 2024 – 2.94 years).

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

Exercise price
($)	Number of options	Exercisable	Expiry Date
4.20	100,000	100,000	April 30, 2026
4.92	16,667	16,667	August 16, 2026
5.76	133,333	133,333	February 9, 2027
1.95	108,332	108,332	February 2, 2028
1.56	41,667	41,667	May 24, 2028
	399,999	399,999

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

AMERIWEST LITHIUM INC.

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

10. SHARE CAPITAL (continued)

Stock options (continued)

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

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

Warrants

		Weighted
		Average
	Number of	Exercise
	Warrants	Price ($)
Outstanding, April 30, 2023	477,535	4.50
Granted	2,083,333	1.50
Exercised	(319,500)	1.50
Expired	(477,535)	4.50
Outstanding, April 30, 2024 and July 31, 2024	1,763,833	1.50

The weighted-average remaining contractual life of warrants at July 31, 2024 was 0.75 years (April 30, 2024 – 1.00 years).

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

Exercise price
($)	Number of warrants	Expiry Date
1.50	1,763,833	May 1, 2025
	1,763,833

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

AMERIWEST LITHIUM INC.

11. 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 July 31, 2024, the amount due to the related parties is comprised of the following:

$14 (April 30, 2024 - $14) due to David Watkinson, an officer of the Company.
$1,000 (April 30, 2024 - $1,000) due to a company owned by Zig Hancyk, a former director of the Company.
$38,850 (April 30, 2024 - $29,400) 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.

As at July 31, 2024, loans payable included $5,000 (April 30, 2024 - $5,000) owing to Glenn Collick, a former officer and director of the Company (Note 9).

During the year ended April 30, 2024, the Company completed a debt settlement of $297,058 by issuing 1,350,262 common shares at a deemed price of $0.22 per share to certain offices and directors.

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

$Nil (2023 - $18,000) to Glenn Collick for management services.
$9,000 (2023 - $Nil) to Robert Hill for management services.
$Nil (2023 - $32,080) to David Watkinson for management services.
$Nil (2023 - $7,500) to Sam Eskandari, a director of the Company, for consulting services.
$Nil (2023 - $1,000) to Graeme Wright, a former officer of the Company, for accounting services.
$Nil (2023 - $21,000) to James Gheyle, a director of the Company for geological consulting.
$Nil (2023 - $7,500) to Zig Hancyk, a former director of the Company.
$Nil (2023 - $52,000) 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. The consultant resigned on May 10, 2024.

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. Effective April 1, 2024, the consultant agreed to waive the monthly until the completion of the Company’s next financing.

11. RELATED PARTY TRANSACTIONS (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. On May 1, 2023, the consultant voluntarily reduced the monthly fee from $12,000 to $8,000 per month. Effective April 1, 2024, the consultant agreed to waive the monthly until the completion of the Company’s next financing.

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. The consultant resigned as Corporate Secretary on September 14, 2021 and remains as a director of the Company. Effective April 1, 2024, the consultant agreed to waive the monthly until the completion of the Company’s next financing.

On May 23, 2023, the Company entered into a Management Services Agreement (the “MSA3”) 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 MSA3, 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 MSA3 is for an indefinite period and may be terminated by either party giving the other 30 days written notice. Effective April 1, 2024, the consultant agreed to waive 50% of the monthly until the completion of the Company’s next financing.

12. 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.

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.

(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 July 31, 2024, the Company had cash of $32,309 (April 30, 2024 - $32,660) to cover current liabilities of $1,548,697 (April 30, 2024 - $719,111).

14. RELATED PARTY TRANSACTIONS (continued)

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 July 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 July 31, 2024, $5,720 (April 30, 2024 – $11,419) of the Company’s non-current assets were located in Canada and $4,468,130 (April 30, 2024 – $8,361,745) were located in the USA.

16. SUPPLEMENTAL DISCLOSURES WITH RESPECT TO CASH FLOWS

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

a) Included in exploration and evaluation assets is $789,901 which is in trade payables.
b) Received marketable securities of $105,000 pursuant to the termination of Edward Creek option agreement.

Significant non-cash transactions during the period ended July 31, 2023 included:

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

AMERIWEST LITHIUM INC.

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

17. SUBSEQUENT EVENT

Subsequent to July 31, 2024, the Company signed a Letter Of Intent (“LOI”) with Pure Energy Minerals Inc. and/or any of its affiliates or subsidiaries (“Pure Energy”) for the Company to option its Railroad Valley Property.

Pursuant to the terms of the LOI, Pure Energy will have a first option to earn-in and acquire a 65% interest in the property within a period of 36 months by meeting the following obligations:

			Issuance of	Minimum
	Cash	Property	Pure Energy	Exploration
	Payment	Payment	common shares	Expenditures	Ownership
	(US$)	(US$)	(US$ equivalent)	(US$)	Interest
Upon closing a definitive	$25,000	$119,555	$-	$-	-
agreement
First Year Anniversary		-	150,000	150,000	-
Second Year Anniversary		-	-	350,000	-
Third Year Anniversary		-	-	500,000	-
Total Option Requirements	$25,000	$119,555	$150,000	$1,000,000	65%

Upon completing the first earn-in first option, Pure Energy would have the option of forming a joint venture with Ameriwest or continuing to earn a 10% additional interest in the property by electing to move forward with the second earn in option in the fourth and fifth year of the agreement by meeting the following obligations (for a total of an 75% interest).

			Issuance of	Minimum
	Cash	Property	Pure Energy	Exploration
	Payment	Payment	common shares	Expenditures	Ownership
	(US$)	(US$)	(US$ equivalent)	(US$)	Interest
Fourth Year Anniversary	$100,000	-	$150,000	$750,000	65%
Fifth Year Anniversary	$100,000	-	$150,000	$750,000	65%
TotalOption Requirements	$200,000	-	$300,000	$1,500,000	75%

Upon completing the second earn-in option, Pure Energy would have the option of forming a joint with Ameriwest or continuing to earn a 10% additional interest in the property by electing to move forward with the third earn in option in the sixth year of the agreement by meeting the following obligations (for a total of an 85% interest).

			Issuance of	Minimum
	Cash	Property	Pure Energy	Exploration
	Payment	Payment	common shares	Expenditures	Ownership
	(US$)	(US$)	(US$ equivalent)	(US$)	Interest
Sixth Year Anniversary	$500,000	-	$500,000	$1,000,000	75%
Total Option Requirements	$500,000	-	$500,000	$1,000,000	85%

Upon completing the third earn-in option, Pure Energy would have the option of forming a joint venture with Ameriwest.

For the purposes of the LOI, “exploration expenditures” will include claim maintenance and transfer fees, claim staking fees, property and other taxes, legal costs incurred (excluding, for certainty, costs incurred by Pure Energy or Ameriwest in completing the Transaction), exploration expenditures, permitting expenditures, cost of scoping studies, technical reports, prefeasibility studies, and feasibility studies and related engineering work, reclamation expenditures, and reasonable administrative costs.

AMERIWEST LITHIUM INC.

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

17. SUBSEQUENT EVENTS (continued)

For the avoidance of doubt, BLM and County claim maintenance fees count towards minimum exploration expenditures. any minimum exploration expenditures performed in a period that exceed the minimum Exploration Expenditure amount, get credited to the next year or option period. If Pure Energy accelerates the cash payment, property payments, share payments issued and minimum explorations expenditures, then the ownership earned would also be accelerated.

AI assistant

Ameriwest Critical Metals Inc. — Interim / Quarterly Report 2024

47874_rns_2024-10-01_4eb51351-d7c7-4948-b91f-caf0534d6b8a.pdf

AMERIWEST LITHIUM INC.

NOTICE OF NO AUDITOR REVIEW OF INTERIM FINANCIAL STATEMENTS

AMERIWEST LITHIUM INC.

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

AMERIWEST LITHIUM INC.

AMERIWEST LITHIUM INC.

1. NATURE AND CONTINUANCE OF OPERATIONS

2. BASIS OF PREPARATION

Basis of Consolidation

AMERIWEST LITHIUM INC.

2. BASIS OF PREPARATION (continued)

Subsidiaries

3. SIGNIFICANT ACCOUNTING JUDGMENTS, ESTIMATES AND ASSUMPTIONS

ii) Going concern

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

4. MATERIAL ACCOUNTING POLICY INFORMATION

4. MATERIAL ACCOUNTING POLICY INFORMATION (continued)

b) Mineral Exploration Tax Credit (“BCMETC”)

4. MATERIAL ACCOUNTING POLICY INFORMATION (continued)

d) Equipment

e) Financial Instruments

4. MATERIAL ACCOUNTING POLICY INFORMATION (continued)

Subsequent measurement

Financial assets at FVTPL

Financial assets at amortized cost

Equity investments at FVTOCI

Debt investments at FVTOCI

Impairment of financial instruments

f) Share Issue Costs

4. MATERIAL ACCOUNTING POLICY INFORMATION (continued)

g) Valuation of Equity Units Issued in Private Placements

h) Equity-based Compensation

i) Provisions

j) Incomes Taxes

4. MATERIAL ACCOUNTING POLICY INFORMATION (continued)

k) Loss Per Share

l) Disposal groups held for sale and discontinued operations

m) Right of use asset

4. MATERIAL ACCOUNTING POLICY INFORMATION (continued)

n) Lease liability

o) New accounting standards and interpretations

5. MARKETABLE SECURITIES

AMERIWEST LITHIUM INC.

5. MARKETABLE SECURITIES (continued)

AMERIWEST LITHIUM INC.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

6. EXPLORATION AND EVALUATION ASSETS

6. EXPLORATION AND EVALUATION ASSETS (continued)

Deer Musk East Property, USA

Railroad Valley Property, USA

Edwards Creek Valley Property, USA

6. EXPLORATION AND EVALUATION ASSETS (continued)

Edwards Creek Valley Property, USA (continued)

Thompson Valley Property, USA

Little Smoky Valley Property, USA

New Pass Property, USA

Reclamation Bonds

AMERIWEST LITHIUM INC.

7. EQUIPMENT

8. RIGHT OF USE ASSET/LEASE LIABILITY

Lease liability

AMERIWEST LITHIUM INC.

8. RIGHT OF USE ASSET/LEASE LIABILITY (continued)

Right of use asset

9. LOANS PAYABLE

AMERIWEST LITHIUM INC.

10. SHARE CAPITAL

Stock options

AMERIWEST LITHIUM INC.

10. SHARE CAPITAL (continued)

Stock options (continued)

Warrants

AMERIWEST LITHIUM INC.

11. RELATED PARTY TRANSACTIONS

Contracts with related parties

11. RELATED PARTY TRANSACTIONS (continued)

Pursuant to the agreements:

Ameriwest Critical Metals Inc. Interim / Quarterly Report 2024