CleanTech Vanadium Mining Corp. — Interim / Quarterly Report 2024

Feb 27, 2024

==> picture [327 x 76] intentionally omitted <==

Condensed Interim Financial Statements (Unaudited)

For the Three and Nine Months Ended December 31, 2023

(Expressed in Canadian Dollars)

Flying Nickel Mining Corp. Condensed Interim Statements of Financial Position (Unaudited) (Expressed in Canadian Dollars)

==> picture [94 x 22] intentionally omitted <==

	December 31,	March 31,
	2023	2023
	($)	($)
Assets
Current assets
Cash	524,453	343,730
Term deposit	57,500	57,500
Receivables	50,688	169,619
Prepaid expenses	109,744	136,086
Due from relatedparties(note 8)	1,780,659	1,389,276
Total current assets	2,523,044	2,096,211
Non-current assets
Exploration and evaluation asset(note 6)	20,598,739	20,126,319
Total assets	23,121,783	22,222,530
Liabilities and Shareholders’ Equity
Current liabilities
Accountspayable and accrued liabilities(note 8)	176,857	294,437
Total liabilities	176,857	294,437
Shareholders’ Equity
Share capital (note 7)	26,191,149	24,288,676
Reserves (note 7)	2,521,426	2,092,775
Deficit	(5,767,649)	(4,453,358)
Total equity	22,944,926	21,928,093
Total liabilities and equity	23,121,783	22,222,530

Nature of Operations and Going Concern (note 1)

Approved on behalf of the Board:

“ John Lee ” “ Greg Hall ” John Lee, Director and Chairman Greg Hall, Director

The accompanying notes form an integral part of these unaudited condensed interim financial statements.

2

Flying Nickel Mining Corp.

Condensed Interim Statements of Operations and Comprehensive Loss (Unaudited) (Expressed in Canadian Dollars)

==> picture [94 x 22] intentionally omitted <==

(Expressed in Canadian Dollars)
	Three Months Ended	Nine Months Ended
	December 31, December 31, 2023 2022 ($) ($)	December 31, December 31, 2023 2022 ($) ($)
General and Administrative Expenses Advertising and promotion Consulting (note 8) Directors’ fee (note 8) Insurance Office and administration Professional fees Salaries and benefits (note 8) Share-based payments (notes 7, 8) Stock exchange and shareholder services Travel and accommodation	7,839 - 48,420 31,368 27,600 37,800 10,676 10,625 12,719 5,312 30,617 63,552 91,140 271,881 20,725 451,831 54,406 24,855 - 9,973	23,203 74,661 132,822 208,408 64,400 84,600 32,027 31,875 45,728 33,685 163,213 345,680 267,331 384,419 405,012 1,073,410 128,859 90,182 48,222 13,441
Other Items Government grant Foreign exchange loss Recoveryof flow through liability	(304,142) (907,197) - 19,555 (1,964) (2,748) - -	(1,310,817) (2,340,361) - 31,743 (3,474) (3,324) - 74,190
Net loss for theperiod	(306,106) (890,390)	(1,314,291) (2,237,752)
Basic and diluted loss per share Basic and diluted weighted average number of shares outstanding (note 7(e))	(0.00) (0.01) 85,000,852 62,086,470	(0.02) (0.04) 75,596,167 62,086,470

The accompanying notes form an integral part of these unaudited condensed interim financial statements.

3

Flying Nickel Mining Corp.

Condensed Interim Statements of Changes in Equity (Unaudited) (Expressed in Canadian Dollars)

==> picture [94 x 22] intentionally omitted <==

				Warrants to
	Number of	Share Capital	Reserves1	be Issued	Deficit	Total
	Shares	($)	($)	($)	($)	($)
Balance, December 31, 2021	1,992,438	1,247,240	37,586	189,040	(360,642)	1,113,224
Share cancelled on completion of the Arrangement	(1)	(1)	-	-	-	(1)
Shares issued under the Arrangement (notes 4, 7(b))	50,000,000	16,423,987	-	-	-	16,423,987
Conversion of subscription receipts (notes 4, 7(b))	10,094,033	5,808,073	403,761	-	-	6,211,834
Broker warrants	-	-	189,040	(189,040)	-	-
Share-based payments	-	-	120,943	-	-	120,943
Net loss	-	-	-	-	(1,183,252)	(1,183,252)
Balance, March 31, 2022	62,086,470	23,479,299	751,330	-	(1,543,894)	22,686,735
Share-based payments	-	-	1,062,687	-	-	1,062,687
Net loss (restated – note 13)	-	-	-	-	(2,237,752)	(2,237,752)
Balance, December 31, 2022 (restated – note 13)	62,086,470	23,479,299	1,814,017	-	(3,781,646)	21,511,670
Private placement (note 7(b))	5,370,000	859,200	-	-	-	859,200
Finder’s fees	332,150	(49,823)	49,823	-	-	-
Share-based payments	-	-	228,935	-	-	228,935
Net loss	-	-	-	-	(671,712)	(671,712)
Balance, March 31, 2023	67,788,620	24,288,676	2,092,775	-	(4,453,358)	21,928,093
Private placements (note 7(b))	19,650,185	1,839,873	-	-	-	1,839,873
Shares issued to settle liabilities	626,000	62,600	-	-	-	62,600
Share-based payments (note 7(c))	-	-	428,651	-	-	428,651
Net loss	-	-	-	-	(1,314,291)	(1,314,291)
Balance, December 31, 2023	88,064,805	26,191,149	2,521,426	-	(5,767,649)	22,944,926

1Stock options and warrants

The accompanying notes form an integral part of these unaudited condensed interim financial statements.

4

Flying Nickel Mining Corp. Condensed Interim Statements of Cash Flows (Unaudited) (Expressed in Canadian Dollars)

==> picture [94 x 22] intentionally omitted <==

Flying Nickel Mining Corp. Condensed Interim Statements of Cash Flows (Unaudited) (Expressed in Canadian Dollars)
	Nine Months Ended
	December 31, December 31, 2023 2022 ($) ($)
Operating Activities Net loss for the period Items not involving cash Share-based payments Changes in non-cash working capital Receivables Prepaid expenses Due from related parties Accountspayable and accrued liabilities	(1,314,291) (2,237,752) 405,012 1,073,410 118,931 (149,811) 26,342 213,617 (391,383) (861,110) (123,413) (396,754)
Cash used in operatingactivities	(1,278,802) (2,358,400)
Investing Activities Exploration and evaluation asset Transfer to term deposit	(380,348) (2,094,309) - (63,699)
Cash used in investingactivities	(380,348) (2,158,008)
Financing Activities Proceeds from share issuance(note 7(b))	1,839,873 -
Cash from financingactivities	1,839,873 -
Increase (Decrease) in cash Cash,beginningofperiod	180,723 (4,516,408) 343,730 5,037,707
Cash, end ofperiod	524,453 521,299
Non-cash transactions	($) ($)
Exploration and evaluation expenditures included in accounts payable and accrued liabilities Share-based compensation capitalized to exploration and evaluation asset (note 7(c))	68,433 297,125 23,639 (10,723)

The accompanying notes form an integral part of these unaudited condensed interim financial statements.

5

Flying Nickel Mining Corp. Notes to the Condensed Interim Financial Statements (Unaudited) For the Three and Nine Months Ended December 31, 2023 (Expressed in Canadian Dollars)

==> picture [93 x 23] intentionally omitted <==

1. Nature Of Operations and Going Concern

Flying Nickel Mining Corp. (the “Company” or “Flying Nickel”) is a nickel sulphide mining and exploration company and is advancing its 100% owned Minago nickel project in the Thompson nickel belt in Manitoba, Canada.

The Company was incorporated on December 21, 2020, under the laws of the province of British Columbia, Canada and maintains its registered and records office at Suite 1610 – 409 Granville Street, Vancouver, British Columbia, Canada, V6C 1T2.

On March 4, 2022, the Company’s common shares were publicly listed on the TSX Venture Exchange under the symbol “FLYN”. On April 8, 2022 the Company’s common shares started trading on the US OTCPK under the symbol “FLYNF”. On May 31, 2022, the Company’s common shares have started listing on the OTCQB.

These financial statements have been prepared under the assumption that the Company is a going concern, which contemplates the realization of assets and the payment of liabilities in the ordinary course of business. As at December 31, 2023 (the “Financial Position Date”), the Company had a deficit of $5,767,649 (March 31, 2023 - $4,453,358). The operations of the Company have been primarily funded by the issuance of capital stock.

The continued operations of the Company are dependent on its ability to develop a sufficient financing plan, receive continued financial support from related parties, complete sufficient public equity financings or generate profitable operations in the future. These material uncertainties may cast significant doubt on the entity’s ability to continue as a going concern. These financial statements do not include any adjustments to the amounts and classifications of assets and liabilities that might be necessary should the Company be unable to continue its business.

2. Basis Of Presentation

• (a) Statement of Compliance

These unaudited condensed interim financial statements have been prepared in accordance with International Accounting Standards 34, Interim Financial Reporting (“IAS 34”) using accounting policies consistent with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). These unaudited condensed interim financial statements have been prepared using the same accounting policies and methods of computation as the most recent annual financial statements for the fifteen months ending March 31, 2023. Certain amounts in the prior period have been reclassified to conform with the presentation in the current period.

These unaudited condensed interim financial statements were approved by the Board of Directors and authorized for issue on February 26, 2024.

On December 30, 2022, the Company changed its financial year end from December 31 to March 31.

(b) Basis of Measurement

These financial statements have been prepared on the historical cost basis. In addition, these financial statements have been prepared using the accrual basis of accounting, except for cash flow information. Certain amounts in the prior period have been reclassified to conform with the presentation in the current period.

6

Flying Nickel Mining Corp. Notes to the Condensed Interim Financial Statements (Unaudited) For the Three and Nine Months Ended December 31, 2023 (Expressed in Canadian Dollars)

==> picture [93 x 23] intentionally omitted <==

2. Basis Of Presentation - continued

• (c) Use of judgments and estimates

In preparing these financial statements, management makes judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense. The Company’s management reviews these estimates and underlying assumptions on an ongoing basis, based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Revisions to estimates are adjusted for prospectively in the period in which the estimates are revised. Actual results may differ from these estimates. Areas of significant judgment and estimates made by management for the three and nine months ended December 31, 2023, in the application of IFRS that have a significant effect on the financial statements and estimates with a significant risk of material adjustment in the current and following fiscal years are discussed in note 3(a) of the Company’s audited financial statements for the fifteen months ended March 31, 2023.

3. Material Accounting Policy Information

• (a) Changes in Accounting Policies

Amendments to IAS 1 Presentation of Financial Statements and IFRS Practice Statement 2 Making Materiality Judgments— Disclosure of Accounting Policies

The amendments change the requirements in IAS 1 with regard to disclosure of accounting policies. The amendments replace all instances of the term "significant accounting policies" with "material accounting policy information". Accounting policy information is material if, when considered together with other information included in an entity’s financial statements, it can reasonably be expected to influence decisions that the primary users of general purpose financial statements make on the basis of those financial statements.

The amendments to IAS 1 are effective for annual periods beginning on or after January 1, 2023, with earlier application permitted and are applied prospectively. This amendment did not have a material impact on the Company's financial statements.

Amendments to IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors—Definition of Accounting Estimates

The amendments replace the definition of a change in accounting estimates with a definition of accounting estimates. Under the new definition, accounting estimates are “monetary amounts in financial statements that are subject to measurement uncertainty”.

The amendments are effective for annual periods beginning on or after January 1, 2023, to changes in accounting policies and changes in accounting estimates that occur on or after the beginning of that period, with earlier application permitted. This amendment did not have a material impact on the Company's financial statements.

(b) Future Changes in Accounting Standards

Certain accounting standards or amendments to existing accounting standards that have been issued but have future effective dates are either not applicable or are not expected to have a significant impact on the Company’s financial statements.

7

Flying Nickel Mining Corp. Notes to the Condensed Interim Financial Statements (Unaudited) For the Three and Nine Months Ended December 31, 2023 (Expressed in Canadian Dollars)

==> picture [93 x 23] intentionally omitted <==

4. Arrangement and Transfer of Assets

On January 14, 2022, Silver Elephant Mining Corp. (“Silver Elephant”) completed a strategic reorganization of its business through a statutory plan of arrangement (the “ Silver Elephant Arrangement”) under the Business Corporations Act (British Columbia) pursuant to which certain assets of Silver Elephant were spun-out to the Company.

Pursuant to the Silver Elephant Arrangement, the common shares of Silver Elephant were consolidated on a 10:1 basis and each holder of common shares received in exchange for every 10 pre-Consolidation common shares held: (i) one post Consolidation common share of Silver Elephant; (ii) one common share of Flying Nickel Mining Corp.; (iii) one common share of Nevada Vanadium Mining Corp. (“Nevada Vanadium”), and (iv) two common shares of Oracle Commodity Holding Corp (formerly Battery Metals Royalties Corp.) (“Oracle” or “Battery Metals”).

As a result of the Silver Elephant Arrangement, the Minago Project along with the assumption of certain liabilities related to the underlying assets was spun out by Silver Elephant into Flying Nickel in exchange for the issuance of 50,000,000 of Flying Nickel shares. The Silver Elephant Arrangement does not meet the definition of a business combination under IFRS 3. The assets acquired and liabilities assumed through the Silver Elephant Arrangement were considered as a group reorganization and were accounted based on Silver Elephant’s carrying amounts immediately prior to the spin out with a corresponding adjustment in the amount of $16,423,987 to share capital.

	($)
Assets
Exploration and evaluation asset	16,458,495
Liabilities
Trade and otherpayables	(34,508)
Net assets	16,423,987

5. Proposed Transaction

Flying Nickel and Nevada Vanadium signed an arrangement agreement dated October 6, 2022, and as amended effective December 29, 2023, pursuant to which Flying Nickel proposes to acquire all of the issued and outstanding common shares of Nevada Vanadium (the "Nevada Vanadium Shares") by way of an arrangement pursuant to the British Columbia Business Corporations Act (the "Transaction").

Under the terms of the agreement, Nevada Vanadium shareholders will receive one (1) (the "Exchange Ratio") Flying Nickel common share (a "Flying Nickel Share") for each Nevada Vanadium Share held immediately prior to the effective time of the Transaction. All convertible securities of Nevada Vanadium outstanding immediately prior to the effective time of the Transaction will be exchanged for securities of Flying Nickel bearing substantially the same terms as the securities replaced based on the Exchange Ratio. As at the date of these financial statements, the Transaction is still in progress.

8

Flying Nickel Mining Corp. Notes to the Condensed Interim Financial Statements (Unaudited) For the Three and Nine Months Ended December 31, 2023 (Expressed in Canadian Dollars)

==> picture [93 x 23] intentionally omitted <==

6. Exploration and Evaluation Asset

Minago Project	($)
Balance, January 1, 2022	-
Assets transferred under the Arrangement (note 4)	16,458,495
Licenses, taxes, fees and permits	373,740
Feasibility	1,183,974
Exploration	972,989
Drilling	610,825
Personnel,campandgeneral	526,296
Balance, March 31, 2023	20,126,319
Licenses, taxes, fees and permits	161,349
Feasibility	37,878
Exploration	189,489
Personnel,campandgeneral	83,704
Balance, December 31, 2023	20,598,739

The Minago Project is located in northern Manitoba, Canada within the southern part of the Thompson Nickel Belt, and comprised of 94 claims and two mining leases.

On January 14, 2022, pursuant to the Silver Elephant Arrangement (note 4), the Company issued 50,000,000 common shares in consideration for Minago nickel project mineral property assets and the assumption of certain liabilities related to the underlying assets.

Minago Net Smelter Royalty

On January 14, 2022, under the terms of the Silver Elephant Arrangement and pursuant to the royalty agreement between the Company and Silver Elephant dated August 25, 2021 (“Minago Royalty Agreement”), the Company has granted and agreed to pay, among other things, in each fiscal quarter where the average price per pound of nickel as reported on the Nominated Metals Exchange or Substitute Metals Exchange (in each case as defined in the Minago Royalty Agreement) in the event such pricing is not reported on the Nominated Metals Exchange, exceeds US$15 per pound, a royalty equal to two per cent (2%) of returns in respect of all mineral products produced from certain mineral claims and leases in the Minago Project after the commencement of commercial production. Each royalty payment will be provisional and subject to adjustment in accordance with the Minago Royalty Agreement. Oracle is the current holder of this royalty.

Glencore Net Smelter Royalty

Certain of the claims comprising the Minago property, claims MB8497, P235F, P237F, P238F and P239F, are subject to a net smelter return (“NSR”) royalty interest (the “Glencore Royalty”) retained by Glencore Canada Corporation (“Glencore”). The Glencore Royalty in respect of nickel, shall for any calendar quarter be: (i) 2% NSR royalty when the London Metals Exchange 3- month nickel price is equal to or greater than US$13,227.74 per tonne in that quarter; and (ii) a 1% NSR when the London Metals Exchange 3-month nickel price is less than US$13,227.74 per tonne in that quarter. The Glencore Royalty in respect of other minerals, metals and concentrates, shall be a 2% NSR. In the event that the Glencore Royalty consists of a 2% NSR royalty, Flying Nickel may purchase a portion of the royalty interest which represents in the aggregate no more than 1% of the royalty interest for $1,000,000. The Glencore Royalty interest shall never be less than a 1% NSR.

For the three and nine months ended December 31, 2023, the Company has assessed that there are no impairment indicators with respect to its exploration and evaluation asset.

9

Flying Nickel Mining Corp. Notes to the Condensed Interim Financial Statements (Unaudited) For the Three and Nine Months Ended December 31, 2023 (Expressed in Canadian Dollars)

==> picture [93 x 23] intentionally omitted <==

7. Share Capital

(a) Authorized Share Capital

The authorized share capital of the Company consists of an unlimited number of common shares without par value. As at the Financial Position Date, the Company had 88,064,805 (March 31, 2023 – 67,788,620) common shares issued and outstanding.

• (b) Issued Share Capital

During the nine months ended December 31, 2023

On April 17, 2023, the Company closed a non-brokered private placement by issuing 1,250,000 units at a price of $0.16 per unit for gross proceeds of $200,000. Each unit consists of one common share of the Company and one share purchase warrant with each warrant entitling the holder to purchase one additional share of the Company at a price of $0.20 per share for 36 months from closing. The gross proceeds of the private placement was allocated to common share and $nil to warrants by applying the residual approach.

On May 12, 2023 the Company closed a non-brokered private placement by issuing 200,000 units at a price of $0.16 per unit for gross proceeds of $32,000. Each unit consists of one common share of the Company and one share purchase warrant with each warrant entitling the holder to purchase one additional share of the Company at a price of $0.20 per share for 36 months from closing. The gross proceeds of the private placement was allocated to common share and $nil to warrants by applying the residual approach.

On August 14, 2023 the Company closed a non-brokered private placement by issuing 6,800,000 common shares of the Company at a price of $0.10 per share for gross proceeds of $680,000. There were no finders’ fees payable in connection with this private placement.

On October 12, 2023, the Company closed a non-brokered private placement by issuing 7,603,862 common shares of the Company at a price of $0.079 per share for gross proceeds of $600,705. There were no finders’ fees payable in connection with this private placement.

On October 31, 2023, the Company closed a non-brokered private placement by issuing 2,301,844 common shares of the Company at a price of $0.09 per share for gross proceeds of $207,166. The Company also issued 161,129 common shares to a third party as a finder’s fee in connection with the closing of this private placement.

On November 20, 2023, the Company closed a non-brokered private placement by issuing 1,333,350 common shares of the Company at a price of $0.09 per share for gross proceeds of $120,002. There were no finders’ fees payable in connection with this private placement.

On December 27, 2023, the Company issued 626,000 shares at a price of $0.10 to settle liabilities related to director fees at fair value of $62,600. There were no finders’ fees payable in connection with this debt settlement.

During the fifteen months ended March 31, 2023

On January 14, 2022, pursuant to the Silver Elephant Arrangement, the Company issued 50,000,000 common shares in exchange of the assets acquired and liabilities related to the Minago Project which resulted in increase of share capital of $16,423,987.

On January 14, 2022 and February 28, 2022, a total of 5,844,033 and 4,250,000 non-flow through subscription receipts (“NFT Subscription Receipts”) were converted into 5,844,033 and 4,250,000 units. Each unit consists of one common share of the Company and one-half of one common share purchase warrant, each whole warrant entitles its holder to acquire one common share of the Company at an exercise price of $1.00 per share until November 29, 2023.

10

Flying Nickel Mining Corp. Notes to the Condensed Interim Financial Statements (Unaudited) For the Three and Nine Months Ended December 31, 2023 (Expressed in Canadian Dollars)

==> picture [93 x 23] intentionally omitted <==

7. Share Capital – continued

The Company’s stock did not trade until March 4, 2022. The Company estimated the market price of the common shares at the time of issuance is $0.66 per share, estimated by observing the financing completed by the comparable companies. The gross proceeds of the NFT Subscription Receipts were first allocated to common shares in the amount of $6,662,062 with the remaining $403,761 allocated to the warrants by applying the residual approach.

In connection with the NFT Subscription Receipts, the Company incurred share issuance costs of broker commissions and outof-pocket costs of $664,950, of which $164,880 was paid during the fifteen months ended March 31, 2023. The Company also issued 597,069 broker warrants. Each broker warrant entitles its holder to acquire one common share of the Company at an exercise price of $0.70 per common share until November 29, 2023.

On January 14, 2022, pursuant to the Silver Elephant Arrangement, the Company cancelled one founder share with a value of $1.

On February 15, 2023, the Company completed a private placement by issuing an aggregate of 5,370,000 units at a price of $0.16 per unit for aggregate gross proceeds of $859,200. Each unit consists of one common share of the Company and one common share purchase warrant with each warrant entitling the holder to purchase one additional share of the Company at a price of $0.20 per share for 36 months from closing. The gross proceeds of the private placement were allocated to common shares and $nil was allocated to the warrants by applying the Residual Method. Each finder’s unit is comprised of the same securities with the same terms as a unit issued in the private placement (note 7(d)).

(c) Share-based Compensation Plan

The Company has a 10% rolling equity-based compensation plan in place, as approved by the Company’s shareholders on December 22, 2021 (the “2021 Plan”). Under the 2021 Plan, the Company may grant stock options, bonus shares or stock appreciation rights. All stock options and other share-based awards granted by the Company, or to be granted by the Company, since the implementation of the 2021 Plan will be issued under, and governed by, the terms and conditions of the 2021 Plan. The stock option vesting terms are determined by the Board of Directors on the date of the grant with a maximum term of 10 years.

In March 2022, the Company granted stock options to acquire up to 5,310,000 common shares to certain directors, officers and consultants of the Company. These stock options are exercisable for a five-year term with 5,160,000 of the options expiring on March 4, 2027, having an exercise price of $0.70 per common share and 150,000 options expiring on March 17, 2027 having an exercise price of $0.74 per common share. These options vest at 12.5% per quarter for the first two years following the grant date.

In May 2022, the Company granted stock options to acquire up to 300,000 common shares to an officer of the Company. These stock options are exercisable for a five-year term and vest at 12.5% per quarter for the first two years following the grant date.

In January 2023, the Company granted stock options to acquire up to 1,400,000 common shares to certain directors, officers and consultants of the Company. These stock options are exercisable for a five-year term and vest at 12.5% per quarter for the first two years following the grant date.

There were no stock options granted during the three months ended December 31, 2023. During the three months ended June 30, 2023 and September 30, 2023, the Company granted 355,000 and 1,390,000 stock options, respectively, to certain directors, officers and employees of the Company to acquire common shares in the capital of the Company at an exercise price ranging from $0.10 to $0.17 per share. These options vest at 12.5% per quarter for the first two years following the grant date and have a five-year term from the date of grant.

11

Flying Nickel Mining Corp. Notes to the Condensed Interim Financial Statements (Unaudited) For the Three and Nine Months Ended December 31, 2023 (Expressed in Canadian Dollars)

==> picture [93 x 23] intentionally omitted <==

7. Share Capital – continued

The continuity of the Company's share options is as follows:

		Weighted Average
		Exercise Price
	Number of Options	($)
Balance, January 1, 2022	-	-
Granted	7,010,000	0.58
Forfeited	(1,650,000)	0.66
Balance, March 31, 2023	5,360,000	0.55
Granted	1,745,000	0.11
Forfeited	(340,000)	0.14
Balance, December 31, 2023	6,765,000	0.18

The following table summarizes the stock options outstanding as at the Financial Position Date:

Exercise Price ($)	Options Outstanding Number of Options Outstanding Weighted Average Remaining Contractual Life (Years)	Options Exercisable
		Number of Options Exercisable Weighted Average Remaining Contractual Life (Years)
0.10 0.11 0.16 0.14 0.20 0.20	1,360,000 4.72 50,000 4.46 175,000 4.30 1,220,000 4.01 3,810,000 3.18 150,000 3.21	170,000 4.72 12,500 4.46 65,625 4.30 610,000 4.01 3,333,750 3.18 131,250 3.21
	6,765,000 3.68	4,323,125 3.38

* On April 18, 2023, the Company amended the exercise price of 3,810,000 stock options from $0.70 to $0.20 and 150,000 stock options from $0.74 to $0.20.

Share-based payment expenses resulting from stock options are amortized over the corresponding vesting periods. Sharebased payments are either capitalized as exploration costs where related to mineral properties or expensed as general and administrative expenses where related to general operations of the Company. The Company recorded share-based payments as follows:

	Three Months Ended December 31, December 31, 2023 2022 ($) ($)	Nine Months Ended
		December 31, December 31, 2023 2022 ($) ($)
Share-based payments: Capitalized as exploration and evaluation Expensed asgeneral and administrative expenses	14,361 (21,261) 20,725 451,831	23,639 (10,723) 405,012 1,073,410
	35,086 430,570	428,651 1,062,687

12

Flying Nickel Mining Corp. Notes to the Condensed Interim Financial Statements (Unaudited) For the Three and Nine Months Ended December 31, 2023 (Expressed in Canadian Dollars)

==> picture [93 x 23] intentionally omitted <==

7. Share Capital – continued

The fair value of each stock option is estimated on the date of grant using the Black-Scholes Option Pricing Model with the assumptions presented in the table below. Expected volatilities are based on the historical volatility of the comparable companies as the Company has a limited history of trading. The expected term of share options granted represents the period of time that the granted share options are expected to be outstanding. The risk-free interest rate is based on the Canadian government bond rate.

For the nine months ended December 31, 2023

		Expected	Risk Free	Expected	Expected	Fair Value	Total
	Number of	Price	Interest	Life	Dividend	Per Option	Fair Value
Grant Date	Share Options	Volatility	Rate	(Years)	Yield	($)	($)
April 17, 2023	205,000	107%	3.15%	5.00	-	0.13	25,762
April 24, 2023	100,000	106%	2.97%	5.00	-	0.13	12,921
June 15, 2023	50,000	107%	3.48%	5.00	-	0.08	3,876
September 18,2023	1,390,000	105%	3.92%	5.00	-	0.08	108,876
	1,745,000						151,435

For the fifteen months ended March 31, 2023

		Expected	Risk Free	Expected	Expected	Fair Value	Total
	Number of	Price	Interest	Life	Dividend	Per Option	Fair Value
Grant Date	Share Options	Volatility	Rate	(Years)	Yield	($)	($)
March 4, 2022	5,160,000	137%	1.45%	5.00	-	0.34	1,735,482
March 18, 2022	150,000	138%	1.45%	5.00	-	0.57	85,249
May 3, 2022	300,000	138%	2.75%	5.00	-	0.47	142,194
January3,2023	1,400,000	141%	3.23%	5.00	-	0.13	175,617
	7,010,000						2,138,542

On April 18, 2023, the Company amended the exercise price of 3,810,000 stock options from $0.70 to $0.20 and 150,000 stock options from $0.74 to $0.20. The fair values of the modified stock options immediately before and after the modification is determined based on the key assumptions as follows:

Before Modification

		Share
		Price at the
	Number of	Re-pricing	Exercise	Expected	Risk Free	Expected	Expected	Fair Value	Total
	Share	Date	Price	Price	Interest	Life	Dividend	Per Option	Fair Value
Grant Date	Options	($)	($)	Volatility	Rate	(Years)	Yield	($)	($)
March 4, 2022	3,810,000	0.185	0.70	102%	3.30%	3.88	-	0.09	339,090
March 18,2022	150,000	0.185	0.74	102%	3.30%	3.92	-	0.09	13,050
	3,960,000								352,140

13

Flying Nickel Mining Corp. Notes to the Condensed Interim Financial Statements (Unaudited) For the Three and Nine Months Ended December 31, 2023 (Expressed in Canadian Dollars)

==> picture [93 x 23] intentionally omitted <==

7. Share Capital – continued

After Modification

		Share
		Price at the
	Number of	Re-pricing	Exercise	Expected	Risk Free	Expected	Expected	Fair Value	Total
	Share	Date	Price	Price	Interest	Life	Dividend	Per Option	Fair Value
Grant Date	Options	($)	($)	Volatility	Rate	(Years)	Yield	($)	($)
March 4, 2022	3,810,000	0.185	0.20	102%	3.30%	3.88	-	0.13	487,680
March 18,2022	150,000	0.185	0.20	102%	3.30%	3.92	-	0.13	19,350
	3,960,000								507,030

• (d) Warrants

The continuity of the Company’s warrants is as follows:

		Weighted
		Average Exercise
	Number of	Price
	Warrants	($)
Balance, January 1, 2022	119,546	0.70
Issued – broker warrants	929,219	0.52
Issued – financingwarrants	10,417,016	0.59
Balance, March 31, 2023	11,465,781	0.58
Issued – financing warrants	1,450,000	0.20
Expired – broker warrants	(716,615)	0.70
Expired – financingwarrants	(5,047,016)	0.20*
Balance, December 31, 2023	7,152,150	0.20

* On April 21, 2023, the Company amended the exercise price of 5,047,017 warrants from $1.00 to $0.20 per share with an accelerated expiry date when certain conditions are met (see below Warrants Repricing).

There were no broker warrants issued during the three and nine months ended December 31, 2023.

As the Financial Position Date, the following warrants were outstanding:

	Remaining Life	Number of	Exercise Price
Expiry Date	(Years)	Warrants	($)
February 15, 2026	2.13	5,702,150	0.20
April 17, 2026	2.30	1,250,000	0.20
May12,2026	2.36	200,000	0.20
	2.16	7,152,150	0.20

14

Flying Nickel Mining Corp. Notes to the Condensed Interim Financial Statements (Unaudited) For the Three and Nine Months Ended December 31, 2023 (Expressed in Canadian Dollars)

==> picture [93 x 23] intentionally omitted <==

7. Share Capital – continued

In connection with the Warrant Repricing, the Company adjusted the exercise price of the warrants from $1.00 to $0.20 and amended the expiry date of the warrants to add an acceleration clause such that in the event the closing price of the Company’s common shares on the TSXV exceeds $0.25 for any ten consecutive trading days following the Warrant Repricing, the expiry date of the warrants shall be accelerated from November 29, 2023 to a date that is 30 days following the seventh calendar day following the ten consecutive trading day period. All other terms of the warrants remain unchanged. These warrants expired on November 29, 2023 unexercised.

(e) Diluted Loss per Share

For the three and nine months ended December 31, 2023 and 2022, the Company’s common share equivalents including stock options and warrants were not included in the diluted loss per share calculation as the effect would be anti-dilutive.

8. Related Party Transactions and Balances

Related party transactions have been measured at the exchange amount of consideration agreed between the related parties. Related party transactions not disclosed elsewhere in these financial statements are listed below.

The Company entered into a Mutual Management and Technical Services Agreement (the “MMTSA”) with Silver Elephant commencing December 1, 2021, pursuant to which the companies would provide each other with general, technical and administrative services, as reasonably requested on a cost reimbursement basis. This MMTSA was terminated effective March 31, 2023, and replaced with an updated fixed fee MMTSA effective April 1, 2023, among the Company, Silver Elephant, Nevada Vanadium and Oracle. The fixed fee is adjusted periodically to reflect the relative allocation of costs to each company.

The Company has entered into a consulting agreement with the Company’s executive chairman effective December 1, 2021, pursuant to which the Company agreed to pay a minimum service fee of $10,000 per month. The Company also agreed to issue up to 450,000 common shares (the “Bonus Shares”) of the Company to this individual upon achieving certain corporate milestones defined in the agreement. No Bonus Shares were issued or issuable since December 1, 2021, as none of the milestones have been achieved yet.

On December 27, 2023, the Company entered into agreements to settle an aggregate of $62,600 of debt owed to three directors of the Company for management fees and directors fees in consideration for the issuance of 626,000 common shares of the Company at a price of $0.10 per share (note 7b).

15

Flying Nickel Mining Corp. Notes to the Condensed Interim Financial Statements (Unaudited) For the Three and Nine Months Ended December 31, 2023 (Expressed in Canadian Dollars)

==> picture [93 x 23] intentionally omitted <==

8. Related Party Transactions and Balances - continued

The Company had related party transactions with key management personnel in providing management and consulting services to the Company. Key management personnel are persons responsible for planning, directing and controlling the activities of an entity, and include the chief executive officer (“CEO”), chief financial officer (“CFO”), chief operating officer (“COO”), executive and non-executive directors.

	Three Months Ended	Nine Months Ended
	December 31, December 31, 2023 2022 ($) ($)	December 31, December 31, 2023 2022 ($) ($)
MMTSA fees charged by Silver Elephant, a company with certain directors and officers in common MMTSA recoveries from Silver Elephant MMTSA fees charged by Nevada Vanadium, a company under common control MMTSA recoveries from Nevada Vanadium MMTSA recoveries from Oracle, a company under common control Management fees paid to John Lee, Chairman and Interim CEO of the Company Salaries and benefits paid to key management of the Company Directors’ fees Share-based payments to certain key management of the Company	45,685 62,317 (84,553) (68,099) - 68,111 (47,335) (88,463) (37,868) (13,625) 30,000 30,000 27,750 33,300 27,600 37,800 9,212 124,023	113,302 170,935 (308,337) (173,798) 54,117 68,111 (187,201) (150,138) (93,814) (83,204) 90,000 90,000 56,789 209,280 64,400 84,600 333,464 478,439

The Company had balances due from (to) related parties as follows:

	December 31,	March 31,
	2023	2023
	($)	($)
Receivable from Silver Elephant	1,153,567	980,056
Receivable from Nevada Vanadium Mining Corp., a company under common control	363,391	239,689
Receivable from Oracle, a company with certain directors and officers in common	263,701	169,531
Management fees advanced to John Lee	10,000	-
Director’s feespayable	(3,600)	(1,800)

9. Segmented Information

The Company has one reportable business segment, being mineral exploration and development. All of the Company’s assets are located in Canada.

16

Flying Nickel Mining Corp. Notes to the Condensed Interim Financial Statements (Unaudited) For the Three and Nine Months Ended December 31, 2023 (Expressed in Canadian Dollars)

==> picture [93 x 23] intentionally omitted <==

10. Capital Management

Management considers its capital structure to consist of share capital, share purchase options and warrants. The Company manages its capital structure and makes adjustments to it, based on the funds available to, and required by the Company in order to support the acquisition, exploration and development of exploration and evaluation assets. The Board of Directors does not establish quantitative returns on capital criteria for management.

The properties that the Company currently holds interests in are in the exploration stage. As such, the Company is dependent on external financing to fund its activities. In order to carry out planned exploration and development and pay for administrative costs, the Company will spend its existing working capital and raise additional amounts as needed. There were no changes in management’s approach to capital management during the interim period ended December 31, 2023. The Company is not subject to externally imposed capital requirements.

11. Financial Instruments

(a) Fair value

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value hierarchy establishes three levels to classify the inputs to valuation techniques used to measure fair value. The Company utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value as follows:

Level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities;

• Level 2 – inputs are quoted prices in markets that are not active, quoted prices for similar assets or liabilities in active markets, inputs other than quoted prices that are observable for the asset or liability (for example, interest rate and yield curves observable at commonly quoted intervals, forward pricing curves used to value currency and commodity contracts and volatility measurements used to value option contracts), or inputs that are derived principally from or corroborated by observable market data or other means; and

Level 3 – inputs for the asset or liability that are not based on observable market data (unobservable inputs).

The fair value hierarchy gives the highest priority to Level 1 inputs and the lowest priority to Level 3 inputs.

The Company has determined the estimated fair values of its financial instruments based upon appropriate valuation methodologies. The fair value of cash, restricted cash and term deposit is measured at Level 1. As at the Financial Position Date, there were no financial assets measured and recognized in the statement of position that would be categorized as Level 2 or Level 3 in the fair value hierarchy above.

The fair value of the Company’s financial instruments including cash, term deposit, other receivables, due from related parties, accounts payable and accrued liabilities approximates their carrying value due to the immediate or short-term maturity of these financial instruments. The Company does not offset financial assets with financial liabilities. There were no transfers between Level 1, 2 and 3 for the three and nine months ended December 31, 2023 and 2022.

17

Flying Nickel Mining Corp. Notes to the Condensed Interim Financial Statements (Unaudited) For the Three and Nine Months Ended December 31, 2023 (Expressed in Canadian Dollars)

==> picture [93 x 23] intentionally omitted <==

11. Financial Instruments - continued

• (b) Categories of financial instruments

		December 31,	March 31,
		2023	2023
Financial Instrument	Measurement Method	($)	($)
Cash	FVTPL1(Level 1)	524,453	343,730
Term deposit	FVTPL1(Level 1)	57,500	57,500
Due from related parties	Amortized cost	1,780,659	1,389,276
Receivables (excluding GST/HST receivables)	Amortized cost	18,550	1,067
Accountspayable and accrue liabilities	Amortized cost	(176,857)	(294,437)
		2,204,305	1,497,136

1 Fair value through profit or loss

12. Financial Risks

The Company’s financial instruments are exposed to certain financial risks. The risk exposures and the impact on the Company’s financial instruments at the Financial Position Date are summarized below. The Board of Directors periodically reviews with management the principal risks affecting the Company and the systems that have been put in place to manage these risks.

(c) Liquidity risk

Liquidity risk is the risk that an entity will be unable to meet its financial obligations as they fall due. As at the Financial Position Date, the Company had a cash balance including term deposit, of $581,953 (March 31, 2023 – 401,230) and had accounts payable and accrued liabilities of $176,857 (March 31, 2023- $294,437), which have contractual maturities of 90 days or less. Liquidity risk is assessed as high and the Company manages liquidity risk by preparing cash flow forecasts of upcoming cash requirements.

(d) 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 reduces its credit risk on restricted cash by placing these instruments with institutions of high credit worthiness. As at the Financial Position Date and March 31, 2023, the Company’s maximum exposure to credit risk is the carrying value of its financial assets.

(e) Market Risk

The market risks to which the Company may be exposed to are interest rate risk and currency risk.

(i) Interest Rate Risk

Interest rate risk is the risk that the fair value or the future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is not subject to material interest rate risk for the nine months ended December 31, 2023 and 2022.

(ii) Currency Risk

The Company is exposed to foreign currency risk to the extent that monetary liabilities held by the Company are not denominated in Canadian dollars. The Company’s operations is primary in Canada and the Company is not subject to material currency risk.

18

Flying Nickel Mining Corp. Notes to the Condensed Interim Financial Statements (Unaudited) For the Three and Nine Months Ended December 31, 2023 (Expressed in Canadian Dollars)

==> picture [93 x 23] intentionally omitted <==

13. Restatement

The Company identified an accounting error in relation to the accounting of the Silver Elephant Arrangement and related carrying value of Exploration and Evaluation Assets (adjustment 1) and reclassify $150,000 from prepaid expenses to Exploration and Evaluation Assets (adjustment 2). Correction of this accounting error impacts the Company’s current, non-current assets and shareholders’ equity as follows:

	Original			Restated
	December 31,	Adjustment	Adjustment	December 31,
	2022	1	2	2022
	($)	($)	($)	($)
Current assets
Prepaid expenses	288,477	-	(150,000)	138,477
Total Current assets	288,477	-	(150,000)	138,477
Non-current assets
Exploration and evaluation assets	38,138,834	(18,576,013)	150,000	19,712,821
Total non-current assets	38,138,834	(18,576,013)	150,000	19,712,821
Shareholders’ Equity
Share capital	40,898,944	(17,419,645)	-	23,479,299
Reserves	2,970,385	(1,156,368)	-	1,814,017
Deficit	(3,781,646)	-	-	(3,781,646)
Total equity	40,087,683	(18,576,013)	-	21,511,670

The above restatements had no impact on the Statement of Operations and Comprehensive Loss for the three months ended December 31, 2023. The Statement of Operations and Comprehensive Loss for the nine months ended December 31, 2022 was not previously presented; only the Statement of Operations and Comprehensive Loss for the twelve months ended December 31, 2022 was presented but not applicable for the purposes of these financial statements as result of the change in year end from December 31 to March 31 (note 2a).

The Statements of Cash Flows for the nine months ended December 31, 2022 was not previously presented; only the Statements of Cash Flows for the twelve months ended December 31, 2022 was presented but not applicable for the purposes of these financial statements as result of the change in financial year end from December 31 to March 31 (note 2a).

19