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Fancamp Exploration Interim / Quarterly Report 2023

Mar 31, 2023

43453_rns_2023-03-31_eb6a8a67-1ef3-4bc3-865a-454c06d1330b.pdf

Interim / Quarterly Report

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FANCAMP EXPLORATION LTD.

Condensed Interim Consolidated Financial Statements

For the nine months ended January 31, 2023 and 2022

(Unaudited - Expressed in Canadian Dollars)

The accompanying unaudited condensed interim financial statements of Fancamp Exploration Ltd. for the nine months ended January 31, 2023, have been prepared by management and approved by the Audit Committee and the Board of Directors of the Company. These condensed interim financial statements have not been reviewed by the Company’s external auditor.

FANCAMP EXPLORATION LTD. CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

Expressed in Canadian Dollars

Assets
Current Assets
Cash
Marketable Securities (Note 5)
Other Receivable (Note 6)
Sales Taxes Refundable
Investment Tax Credits Receivable
Accrued Mining Duty Receivable
Prepaid Expenses
Non-Current Assets
Equipment
Investments in Associates (Note 7)
Exploration and Evaluation Assets (Note 9)
Total Assets
Liabilities
Current Liabilities
Accounts Payable and Accrued Liabilities
Due to Related Parties (Note 11)
Pilot Plant Grant Obligation (Note 8)
Non-Current Liabilities
Deferred Tax Liabilities
Deferred Quebec Mining Duties
Total Liabilities
Equity
Share Capital (Note 10)
Contributed Surplus
Deficit
Equity Attributable to Equity Holders of Parent
Non-controlling Interest
Total Equity
Total Liabilities and Equity
January 31
2023
4,871,339
$ 21,440,044
50,050
84,397
94
5,529
54,901
26,506,354
9,923
20,143,296
8,088,345
54,747,919
$
193,033
$ 391,338
144,187
728,558
3,266,484
357,693
4,352,735
41,600,664
14,519,092
(5,629,972)
50,489,784
(94,599)
50,395,185
54,747,919
$
April 30
2022
5,462,839
$ 22,808,265
50
136,760
26,878
5,529
81,820
28,522,141
3,624
13,151,637
41,677,402
$
300,598
$ 406,190
144,187
850,975
3,266,484
357,693
4,475,152
41,600,664
14,500,742
(18,805,886)
37,295,520
(93,270)
37,202,250
41,677,402
$

Contingencies (Note 14) Subsequent events (Note 15)

On behalf of the Board, approved on March 31, 2023:

"Rajesh Sharma" "Mark Billings" CEO Director

(The accompanying notes are an intregal part of these consolidated financial statements)

FANCAMP EXPLORATION LTD.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

Expressed in Canadian Dollars, except share amounts


Expenses
Accounting and Audit
Directors and Committee Fees (Note 11)
Field Administration
Insurance
Interest Expenses and Bank Charges
Investor Relations
Legal Fees
Management and Consulting
Marketing and Promotion
Mineral Property Sundry Expenses
New Project Examinations
Office Rent, Supplies and Services
Patent Expense (Note 8)
Share Transfer, Listing and Filing Fees
Stock Based Compensation (Note 10)
Technical Fees and Process Development
Trade Show s and Presentations
Travel and Accomodations
Wages, Salaries, Payroll Expenses
Total Expenses
Net (Loss) Income before Taxes
Net (Loss) Income and
Comprehensive (Loss) Income for the Period
Net Gain (Loss) Per Share - Basic and Diliuted
Weighted Average Number of Shares Outstanding - Basic
Weighted Average Number of Shares Outstanding - Fully Diluted
Equity Shareholders of the Company
Non-controlling Interests
Unrealized (Loss) Gain on Marketable Securities (Note 5)
Deferred Tax Recovery (Expense)
Net (Loss) Income and
Comprehensive (Loss) Income Attributable to:
(Loss) Gain on Marketable Securities (Note 5)
Equity Interest Gain (Loss)
Interest Income
Dividends Received on Investments (Note 5)
Net Loss from Operations
Gain from Sale of Mineral Property and Royalty Interests (Note 9)
Impairment of Exploration and Evaluation Assets (Note 9)
Th ree Months Ended
January 31, 2023
50,225
30,000
52,573
7,079
434
15,000
306,476
72,850
0
6,603
0
12,169
845
6,411
6,117
24,000
801
25,750
1,685
619,018
(619,018)
-
-
529,970
310,000
(182,809)
273,990
8,785,362
9,097,495
-
9,097,495
9,097,706
(211)
9,097,495
N ine Months Ended

January 31, 2023
125,150
90,000
148,869
21,237
1,105
48,000
637,728
265,525
13,706
7,682
0
42,752
5,055
16,145
18,350
72,000
5,876
42,875
6,474
1,568,529
(1,568,529)
12,572,796
(28,527)
554,056
620,000
(295,649)
273,240
1,047,199
13,174,586
-
13,174,586
13,175,915
(1,329)
13,174,586
0.07

176,518,296
176,518,296
Th ree Months Ended
January 31, 2022
18,500
42,000
37,987
9,687
516
-
251,519
159,305
-
(36,324)
-
5,089
-
3,298
1,177,284
9,200
-
27,412
-
1,705,473
(1,705,473)
317,070
-
-
-
-
-
4,189,219
2,800,816
-
2,800,816
2,800,825
(9)
2,800,816
N ine Months Ended
January 31, 2022

99,560
248,500
107,665
33,524
3,309
-
1,455,412
824,922
-
(38,266)
254,200
333,815
18,307
36,002
1,177,284
24,820
5,000
30,698
-
4,614,752
(4,614,752)
1,060,851
(20,375)
-
-
-
-
(2,880,522)
(6,454,798)
1,689
(6,453,109)
(6,452,066)
(1,043)
(6,453,109)
(0.04)

173,276,652
173,300,652
$ $ $ $
$ $

(The accompanying notes are an intregal part of these consolidated financial statements)

FANCAMP EXPLORATION LTD. CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

Express in Canadian Dollars, except share amounts

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Non-
Number of Capital Contributed Income controlling Total
Shares Stock Surplus (Deficit) Total Interest equity
$ $ $ $ $ $
Balance, April 30, 2021 166,318,296 39,716,817 13,987,587 (14,480,045) 39,224,359 (92,018) 39,132,341
- -
Shares Issued for Exercise of Options (Note 10) 10,200,000 1,115,000 1,115,000 1,115,000
Net Income (Loss) for the Period - - - (114,468) (114,468) (33) (114,501)
Balance, July 31, 2021 176,518,296 40,831,817 13,987,587 (14,594,513) 40,224,891 (92,051) 40,132,840
Net Income (Loss) for the Period - - - (9,138,423) (9,138,423) (1,001) (9,139,424)
Balance, October 31, 2021 176,518,296 40,831,817 13,987,587 (23,732,935) 31,086,468 (93,052) 30,993,416
- - - -
Stock Based Compensation 1,177,284 1,177,284 1,177,284
Net Income (Loss) for the Period - - - 2,800,825 2,800,825 (9) 2,800,816
Balance, January 31, 2022 176,518,296 40,831,817 15,164,871 (20,932,110) 35,064,578 (93,061) 34,971,516
Balance, April 30, 2022 176,518,296 41,600,664 14,500,742 (18,805,886) 37,295,520 (93,270) 37,202,250
- - - -
Stock Based Compensation 6,117 6,117 6,117
Net Income (Loss) for the Period - - - (5,837,846) (5,837,846) (10) (5,837,856)
Balance, July 31, 2022 176,518,296 41,600,664 14,506,859 (24,643,731) 31,463,792 (93,280) 31,370,512
- - - -
Stock Based Compensation 6,117 6,117 6,117
Net Income (Loss) for the Period - - - 9,916,055 9,916,055 (1,108) 9,914,947
Balance, October 31, 2022 176,518,296 41,600,664 14,512,975 (14,727,677) 41,385,962 (94,388) 41,291,574
- - - -
Stock Based Compensation 6,117 6,117 6,117
Net Income (Loss) for the Period - - - 9,097,706 9,097,706 (211) 9,097,495
Balance, January 31, 2023 176,518,296 41,600,664 14,519,092 (5,629,972) 50,489,784 (94,599) 50,395,185
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(The accompanying notes are an intregal part of these consolidated financial statements)

FANCAMP EXPLORATION LTD. CONSOLIDATED STATEMENTS OF CASH FLOWS

Expressed in Canada Dollars

Operating Activities
Net Income (Loss) for the Period
Items Not Affecting Cash in the Period
Impairment of Exploration and Evaluation Assets
Sale of Mineral Propery and Royalty Interests
Investment in Associates
Stock Based Compensation
(Gain) Loss from Disposal of Marketable Securities
Unrealized Loss (Gain) on Investments
Changes in Non-Cash Working Capital Items
Sales Tax Refundable
ITC's, Mining Duties Receivable
Prepaid Expenses
Accounts Receivable
Accounts Payable and Accrued Liabilities
Due to Related Parties
Investing Activities
Purchase of Marketable Securities
Purchase of Equipment
Investment in Associates
Exploration and Evaluation Assets
Total Investing Activities
Financing Activities
Shares issued for Cash , net of Share Issuance Costs
Sale of Marketable Securities
Sale of Mineral Property and Royalty Interests
Total Financing Activities
(Decrease) Increase in Cash
Cash, Beginning of the Period
Cash, End of the Period
Nine Months Ended
January 31, 2023
13,174,586
$ 28,527
5,698,938
(18,486,496)
18,350
(273,240)
(1,047,199)
(886,534)
52,363
26,784
26,919
(50,000)
(107,565)
(14,852)
(952,885)
-
(6,299)
(1,500,000)
(714,173)
(2,220,472)
-
2,531,860
50,000
2,581,860
(591,496)
5,462,839
4,871,339
$
Nine Months Ended
January 31, 2023
13,174,586
$ 28,527
5,698,938
(18,486,496)
18,350
(273,240)
(1,047,199)
(886,534)
52,363
26,784
26,919
(50,000)
(107,565)
(14,852)
(952,885)
-
(6,299)
(1,500,000)
(714,173)
(2,220,472)
-
2,531,860
50,000
2,581,860
(591,496)
5,462,839
4,871,339
$
Nine Months Ended
January 31, 2022
(6,453,109)
$ 20,375
(1,060,851)
-
1,177,284
-
2,880,522
(3,435,779)
46,460
44,544
64,124
-
(412,680)
(24,210)
(3,717,541)
(2,443,200)
-
-
(240,069)
(2,683,269)
1,115,000
-
1,346,772
2,461,772
(3,939,038)
10,357,784
6,418,743
$
Nine Months Ended
January 31, 2022
(6,453,109)
$ 20,375
(1,060,851)
-
1,177,284
-
2,880,522
(3,435,779)
46,460
44,544
64,124
-
(412,680)
(24,210)
(3,717,541)
(2,443,200)
-
-
(240,069)
(2,683,269)
1,115,000
-
1,346,772
2,461,772
(3,939,038)
10,357,784
6,418,743
$
$ $
Supplementary Disclosure of Non-Cash Financing and
Investing Activities
Shares Issued on the Acquisition of a Mineral Property
$ -
$ -

(The accompanying notes are an intregal part of these consolidated financial statements)

Notes to Consolidated Interim Financial Statements January 31, 2023 and 2022

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Note 1 – Nature and Continuance of Operations

Fancamp Exploration Ltd. (the “Company” or “Fancamp”) was incorporated under the laws of the Province of British Columbia. The Company owns interests in mineral properties in the Provinces of Ontario, Quebec and New Brunswick, Canada. Fancamp is an exploration stage enterprise in the business of mineral exploration. It is in the process of exploring its mineral properties interests and has not yet determined whether these properties contain ore reserves that are economically recoverable. The address of its head office is 7290 Gray Avenue, Burnaby, BC, V5J 3Z2 and registered office is 19[th] Floor, 885 West Georgia Street, Vancouver, B.C. V6C 3H4. The Company’s financial year end is April 30. The Company’s consolidated financial statements for the nine months ended January 31, 2023 were approved by the Board of Directors on March 31, 2023.

In March 2020, the World Health Organization declared the outbreak of a novel coronavirus (COVID-19) as a pandemic. The Company has not yet experienced a material negative impact to its business, results of operations, or financial position as a result of COVID-19. The future financial effects to the Company, if any, of COVID-19 cannot be reasonably estimated at this time.

Note 2 – Basis of Presentation

Statement of Compliance

These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and interpretations of the International Financial Reporting Interpretations Committee (“IFRIC”). These consolidated financial statements are presented in Canadian dollars unless otherwise noted.

Basis of Consolidation

The consolidated financial statements include the accounts of the Company and its federally incorporated, 96% owned subsidiary, The Magpie Mines Inc. (the “Subsidiary” or “Magpie”) and 100% owned subsidiary, FNC Technologies Inc. The functional currency of these two subsidiaries is Canadian $’s and all significant intercompany balances and transactions were eliminated on consolidation.

Basis of Measurement

These financial statements have been prepared on the historical cost basis, except for certain financial instruments which are measured at fair value, as explained in the accounting policies set out in Note 3 of the Company’s annual audited financial statements for the year ended April 30, 2022.

Note 3 – Significant Accounting Policies

The preparation of consolidated financial statements in conformity with IFRS requires management to make judgment, estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of commitments and contingencies at the date of the consolidated financial statements and the reported amount of expenses during the period. 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 judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. The areas involving significant estimates and judgements have been set out in Note 3 of the Company’s annual audited financial statements for the year ended April 30, 2022 and detailed below.

Investment in Associates

An associate is an entity over which the Company has significant influence and which is neither a subsidiary nor a joint venture. Significant influence is the power to participate in the financial and

  • 1 -

Notes to Consolidated Interim Financial Statements January 31, 2023 and 2022

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Note 3 – Significant Accounting Policies - Continued

operating policy decisions of the investee but is not control or joint control over those policies. Significant influence is presumed to exist when the Company holds between 20% and 50% of the voting power of another entity, but can also arise where the Company holds less than 20% if it has the power to be actively involved and influential in policy decision affecting the entity.

An investment in associate is accounted for using the equity method. Under the equity method, investments in associates are carried in the statement of financial position at cost adjusted for postacquisition changes in the Company’s share of net assets of the associates, less any impairment losses. Losses in an associate in excess of the Company’s interest in that associate are recognized only to the extent that the Company has incurred a legal or constructive obligation to make payments on behalf of the associate. Unrealized profits or losses on transactions between the Company and an associate are eliminated to the extent of the Company’s interest therein.

At the end of each reporting period, the Company assesses whether there is any evidence that an investment in associate is impaired. This assessment is generally made with reference to the timing of exploration work, work programs proposed, exploration results achieved, and an assessment of the likely results to be achieved from performance of further exploration by the associate. When there is evidence that an investment in associate is impaired, the carrying amount of such investment is compared to its recoverable amount. If the recoverable amount of an investment in associate is less than its carrying amount, the carrying amount is reduced to its recoverable amount and an impairment loss, being the excess of carrying amount over the recoverable amount, is recognized in the period of impairment. When an impairment loss reverses in a subsequent period, the carrying amount of the investment in associate is increased to the revised estimate of recoverable amount to the extent that the increased carrying amount does not exceed the carrying amount that would have been determined has an impairment loss not been previously recognized. A reversal of an impairment loss is recognized in net earnings in the period the reversal occurs.

Significant accounting policies used in the preparation of these consolidated interim financial statements are consistent with those of the previous financial year and have been consistently applied to all years presented.

Note 4 –Future Accounting Changes

Certain pronouncements were issued by the IASB or the IFRIC that are mandatory for accounting periods commencing on or after May 1, 2022. All future accounting changes are either not applicable or do not have a significant impact to the Company and have been excluded.

Note 5 – Marketable Securities

The Company holds shares and warrants in various public companies throughout the mining industry. During the nine months ended January 31, 2023, these shares and warrants were fair valued and this resulted in an unrealized gain of $1,047,199 (2022 – unrealized loss of $2,880,522). During the nine months ended January 31, 2023, the Company disposed of some marketable securities resulting in a gain of $273,240 (2022 $nil).

The shares in various public companies are classified as FVTPL and are recorded at fair value using the quoted market price as at January 31, 2023 and are therefore classified as level 1 within the fair value hierarchy.

  • 2 -

Notes to Consolidated Interim Financial Statements January 31, 2023 and 2022

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Note 5 – Marketable Securities - Continued

The warrants in various public companies are classified as FVTPL and are recorded at fair value using a Black-Scholes option pricing model with observable inputs and are therefore classified as level 2 within the fair value hierarchy.

The shares in the private company are classified as FVTPL and are recorded at fair value using market inputs, estimates and assumptions that are, as far as possible, consistent with observable data that market participants would use in pricing the instrument as at January 31, 2023 and are therefore classified as level 3 within the fair value hierarchy.

The following table summarizes information regarding the Company's marketable securities as at January 31, 2023 and 2022:

Balance at beginning of year, April 30
Additions
Disposals
Realized gain/(loss)
Unrealized gain/(loss)
Balance at end of perod, January 31
2023
22,808,265
-
(2,531,860)
273,240
890,399
21,440,044
2022
20,668,289
2,773,200
-
-
(2,880,522)
20,560,967
  • i) The Company held 1,000,000 common shares of Beauce Gold Fields Inc. at January 31, 2023 (2022 -1,000,000). The common shares were valued at a per share quoted market price of $0.075 at January 31, 2023 (2022 - $0.10).

  • ii) The Company held 2,750,000 common shares of Champion Iron Limited at January 31, 2023 (2022 – 3,100,000 common shares). These common shares were valued at a per share quoted market price of $6.84 at January 31, 2023 (2022 - $5.61). During the period ended January 31, 2023, the Company received a total of $620,000 cash dividends from Champion Iron Limited.

  • iii) The Company held 1,250 common shares of Iconic Minerals Ltd. at January 31, 2023 (2022 – 1,250 common shares). The common shares were valued at a per share quoted market price of $0.115 at January 31, 2023 (2022 - $0.165).

  • iv) The Company held 4,480,000 common shares of KWG Resources Inc. at January 31, 2023 (2022 – 4,564,000 common shares) and 159,783 multiple voting shares of KWG Resources Inc. at January 31, 2023 (2022 – Nil). These shares have been included in Investment in Associates and are now accounted for using the equity method.

  • v) The Company held 208 common shares of RT Minerals Inc. at January 31, 2023 (2022 – 208 common shares). These common shares were valued at a per share quoted market price of $0.015 at January 31, 2023 (2022 - $0.04).

  • vi) The Company held 450,000 common shares of St-Georges Eco-Mining Corp. at January 31, 2023 (2022 – 450,000 common shares). These common shares were valued at a per share quoted market price of $0.195 at January 31, 2023 (2022 - $0.42).

  • 3 -

Notes to Consolidated Interim Financial Statements January 31, 2023 and 2022

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Note 5 – Marketable Securities – Continued

  • vii) The Company held 45,650 common shares of ZeU Crypto Networks Inc. at January 31, 2023 (2022 – 45,650) pursuant to the spin-out from St-Georges Eco-Mining Corp. These common shares were valued at a per share quoted market price of $0.04 at January 31, 2023 (2022 – $0.35).

  • viii) The Company held 2,348,485 common shares of EDM Resources Inc. at January 31, 2023 (20222,348,485). These common shares were valued at a per share quoted market price of $0.58 at January 31, 2023 (2022 - $0.65).

  • ix) The Company held 1,500,000 common shares of Vision Lithium Inc. pursuant to the sale of the Wells property. These common shares were valued at a per share quoted market price of $0.14 at January 31, 2023 (2022-Nil).

  • x) The Company held 8,932,000 common shares of NeoTerrex Corporation, a private company, acquired through private placement. These common shares were fair valued at $0.10 at January 31, 2023 (2022-n/a).

Note 6 – Other Receivables

January 31, 2023 January 31, 2022
$ $
Other Receivables 50,050 50
50,050 50
Allowance for doubtful accounts - -
50,050 50

Note 7 – Investment in Associates

On September 1, 2022, the Company completed a transaction to transfer its rights, title and interests in the Koper Lake-McFaulds property and a one-time payment of $1,500,000 to KWG Resources Inc. (“KWG”) The consideration consisted of: the issuance by KWG of a Secured Convertible Promissory Note in the principal amount of $34,500,000; the issuance by KWG of Warrants to purchase a total of 4,044,453 multiple voting shares; and the grant by KWG of a 2.0% net smelter return royalty (1/4 of which may be purchased by KWG at any time for $5,000,000 and the next 1/4 of which is subject to a right of refusal in favor of KWG) on any direct or indirect interest in the mining claims held by KWG on and after September 1, 2022.

The Secured Convertible Promissory Note has a four-year term maturing on September 1, 2026, which maturity date may on certain conditions be extended by KWG on at least six months’ notice for an additional period of up to one year. The $34,500,000 principal amount of the Secured Convertible Promissory Note is currently convertible at $4.6916 per multiple voting share of KWG (each, a “MVS”) into 7,353,568 MVS (increasing to 7,703,816 MVS at $4.4783 per MVS on September 1, 2023 and further increasing to 8,088,908 MVS at $4.2651 per MVS (the “Base Conversion Price”) on September 1, 2024 (subject to further adjustment in certain circumstances)) and bearing interest in quarterly instalments at a rate of 6% per annum, payable at the option of KWG in cash or in MVS at the volume weighted average trading price for the five trading days prior to the interest payment date. KWG has the right to repay the principal amount in cash in whole or in part at any time on 30 days’ notice (subject to the Company’s right to convert into MVS at the Base Conversion Price during the notice period prior to payment in cash).

  • 4 -

Notes to Consolidated Interim Financial Statements January 31, 2023 and 2022

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Note 7 – Investment in Associates - Continued

The Warrants are currently exercisable to purchase 4,044,453 MVS at $4.6916 per share (decreasing to $4.4783 per share on September 1, 2023 and to the Base Conversion Price of $4.2651 per share on September 1, 2024 and for the rest of the term, subject to adjustment in certain circumstances).

During the period, the Company received 159,783 multiple voting shares, at a deemed price of $3.1944 per share for payment of the first quarterly interest payment on the Secured Convertible Promissory Note.

Note 8 – Patent and Process Development, Pilot Plant

The Magpie Mines Inc.

The Company has been in the process of obtaining exclusive rights for licensing patent(s) for the twostage leaching process.

The Company received $1,094,187 from Sustainable Development Technology Canada ("SDTC") for the development of a pilot plant to test the “Magpie Process” ("Project"). In January 2019, SDTC was notified that the Company decided to terminate the Project. The full amount of the grant received, which is subject to repayment, has been recorded as pilot plant grant obligation on the consolidated statements of financial position as at April 30, 2019 and 2020. During the year ended April 30, 2019, the Company decided to set aside proprietary process under the patent applications and therefore fully impaired cost of $402,724 in connection with expenditures incurred for the application of these patents. On May 14, 2020 the Company received notification from SDTC, that pursuant to the suspended development of the Project, SDTC invoked its right to be reimbursed the $1,094,187 Project contribution. SDTC has requested reimbursement to be made on or before June 1, 2020. On May 29, 2020, the Company repaid $950,000 to SDTC, and the balance of $144,187 remains outstanding.

Please also refer to Note 13 on details of claims related to this patent.

FNC Technologies Inc.

In May 2020, the Company formed a wholly owned subsidiary, FNC Technologies Inc. FNC Technologies will hold a 50% interest (NSGI Non-Ferrous Metals Inc. 50%) in provisional patents in the United States of America and Internationally.

Note 9 – Exploration and Evaluation Assets

The Company’s active mineral exploration properties’ interests are detailed below and in Schedule I – Summary of Deferred Costs on Exploration and Evaluation Assets. Please see details of exploration cost balance for the nine months ended January 31, 2023 and 2022 at Schedule II - Exploration Expenditures on Exploration Assets.

(a) 100% owned claims in the Province of New Brunswick

The Company has a 100% ownership interest in claims in the Province of New Brunswick, notably, Becagiumec Lake and Piskhegan.

(b) 100% owned claims in the Province of Quebec

The Company has a 100% ownership interest in numerous claims in the Province of Quebec, including the Abitibi Group, Beauce Main BVB, Beauce Timrod, Clinton, DiLeo Lake, Grasset Laforest, Gaspe Bay Group, Grevet, Harvey Hill, Jim Lake, Kinross, Lac Baude Baril, Lac Claire, Langevin, Lynch Lake,

  • 5 -

Notes to Consolidated Interim Financial Statements January 31, 2023 and 2022

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Note 9 – Exploration and Evaluation Assets - Continued

Magpie, Risborough, Sheen, St. Ferdinand, Stoke and Timbrell properties. Certain of the properties are subject to the following royalties or option agreements:

Lac Lamelee

On July 8, 2021, the Company entered into a royalty purchase agreement with Champion Iron Limited, whereby Champion acquired 100% ownership interest in the 32 claim Lac Lamêlée property along with the 3.0% Net Smelter Return royalty and the 1.5% Net Smelter Return royalty interest in the O’KeefePurdy, Harvey-Tuttle, Bellechasse, Oil Can, Fire Lake North Consolidated, Peppler Lake and Moiré Lake properties (“Fremont Properties”). Fancamp received consideration of $1.3 million in cash, plus certain future finite production payments payable once certain iron ore production thresholds have been reached with respect to iron ore production from the Fermont Properties. The Company recorded a gain of $697,009 on the sale.

Magpie

In fiscal 2016, as part of an asset acquisition, the Company acquired a 100% interest in 70 mineral claims in the Province of Quebec. The Company currently holds 100% interest in 44 mining claims, as well as a 2% NSR attached to some of the claims. During the year ended April 30, 2019, an impairment loss of $1,947,725 was recorded and the claims continue to be maintained

Stoke Mountain

The Company has earned a 100% interest in 44 claim units located in the Eastern Townships of Quebec. The Optionor retains a 2% NSR, of which 1% may be bought back for $1,000,000.

The Company currently holds 115 claim units, including others that were acquired by staking.

(c) 100% owned claims in the Province of Ontario

The Company has a 100% ownership interest in numerous claims in the Province of Ontario, including Cunningham, Dorothy, Desolation Lake and Mallard Heenan. Certain of the properties are subject to the following royalties or option agreements:

Cunningham

In June 2018 the Company entered into a purchase agreement to acquire 24 claim units located in the western central part of Cunningham Township, Ontario. The Company may earn a 100% interest by:

  • (i) paying a total advance royalty of $25,000 to the Vendor over 5 years ($25,000 paid)

  • (ii) issuing a total of 100,000 common shares (issued)

The Optionor will retain a 2% NSR, of which 1% may be bought back for $1,000,000.

  • In January, 2019 the Company entered into a purchase agreement to acquire 185 claim units located in the western central part of Cunningham Township, Ontario. The Company may earn a 100% interest by: (i) paying a total of $15,000 to the Vendor over 2 years ($15,000 paid)

  • (ii) issuing a total of 200,000 common shares (issued)

The Optionor will retain a 2% NSR, of which 1% may be bought back for $1,000,000.

  • 6 -

Notes to Consolidated Interim Financial Statements January 31, 2023 and 2022

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Note 9 – Exploration and Evaluation Assets - Continued

The Company has written down this property, including 7 additional claims acquired by staking, as exploration has been discontinued.

Dorothy

In June 2018 the Company entered into a purchase agreement to acquire 67 claim unites located in the NE corner of Megissi Township, Ontario. The Company may earn a 100% interest by:

  • (i) paying a total advance royalty of $62,500 to the Vendor over 5 years ($62,500 paid) (ii) issuing a total of 250,000 common shares (issued)

The Optionor will retain a 2% NSR, of which 1% may be bought back for $1,000,000.

The Company has written off its exploration costs to date but intends to maintain the property for future consideration.

Mallard Heenan

In January and February 2018, the Company entered into purchase agreements to acquire 26 claim units located in the Swayze greenstone belt, southwest of Timmins, Ontario. The Company may earn a 100% interest by:

  • (i) paying a total advance royalty of $150,000 to the Vendors over 5 years ($150,000 paid)

  • (ii) issuing a total of 1,250,000 common shares (issued)

  • (iii) spending $225,000 on exploration and development over two years (incurred)

The Optionors of 23 claims will retain a 2% NSR, of which 1% may be bought back within 7 years for $1,000,000, and the Optionors of 2 claims will retain a 1.5% NSR, of which 1% may be bought back within 7 years for $1,000,000.

In December 2018 the Company entered into a purchase agreement to acquire 2 claim units located in the Swayze greenstone belt, southwest of Timmins, Ontario. The Company may earn a 100% interest by:

  • (i) paying a total of $6,000 to the Vendors (paid)

  • (ii) issuing a total of 100,000 common shares (issued)

The Optionor will retain a 0.5% NSR.

Koper Lake - McFaulds

On September 1, 2022, the Company closed the sale of all of the right, title and interests beneficially owned by Fancamp in and to the “Koper Lake-McFaulds” mineral properties, comprised of four (4) “legacy” mining claims that cover approximately four (4) square kilometers, overlying the axis of the Ring of Fire intrusion, host to all the known chromite deposits located within the “Ring of Fire” in the Province of Ontario, to KW Resources Inc.

The consideration paid by KWG to Fancamp for the purchase of the Mining Claims and the one-time payment by Fancamp to KWG of C$1,500,000 consisted of: (a) the issuance by KWG to Fancamp of a secured convertible promissory note in the principal amount of C$34.5 million; (b) the issuance by KWG to Fancamp of warrants to purchase a total of 4,044,453 multiple voting shares of KWG; and (c) the grant by KWG to Fancamp of a 2.0% net smelter return royalty (one-quarter of which may be purchased by

  • 7 -

Notes to Consolidated Interim Financial Statements January 31, 2023 and 2022

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Note 9 – Exploration and Evaluation Assets - Continued

KWG at any time for C$5 million and the next one-quarter of which is subject to a right of first refusal in favour of KWG) on any direct or indirect interest in the Mining Claims held by KWG on and after the closing date. See Note 7 – Investment in Associates

(d) Mineral property royalty interests

Beauce HPQ claims

The Company has been granted a 3.5% Gross Metal Royalty on any gold production extracted from the 32 claim block.

Fermont Properties claims

The Company acquired an additional 1.5% NSR (2015 – 1.5% NSR) in the Fermont properties claims as part of an asset acquisition. This 1.5% NSR was sold to Champion Iron Limited, a non-arm's length party, for $50,000 in cash and non-interest-bearing promissory note of $250,000. The Company holds its original 1.5% net smelter royalty on these claims.

On July 8, 2021, the Company entered into a royalty purchase agreement with Champion Iron Limited, whereby Champion acquired 100% ownership interest in the 32 claim Lac Lamêlée property along with the 3.0% Net Smelter Return royalty and the 1.5% Net Smelter Return royalty interest in the O’KeefePurdy, Harvey-Tuttle, Bellechasse, Oil Can, Fire Lake North Consolidated, Peppler Lake and Moiré Lake properties (“Fremont Properties”). Fancamp received consideration of $1.3 million in cash, plus certain future finite production payments payable once certain iron ore production thresholds have been reached with respect to iron ore production from the Fermont Properties.

Johan Beetz claims

The Company retains a 3.0% net smelter royalty for the first two years of commercial production, increasing to 5% thereafter.

Lac La Blache claims

The Lac La Blache claims are subject to a royalty interest of 2.0% of net smelter returns, rising to 4% two years following production. On June 7, 2021, the Company received $46,772 as liquidated settlement of advance royalties owed and this amount was included in the gain from sale of mineral property and royalty interest.

Koper Lake – McFaulds claims

The Koper-Lake McFaulds claims are subject to a 2.0% net smelter return royalty (one-quarter of which may be purchased by KWG Resources Inc. at any time for C$5 million and the next one-quarter of which is subject to a right of first refusal in favour of KWG) on any direct or indirect interest in the Mining Claims held by KWG on and after September 1, 2022. See Note 7 – Investment in Associates

Wells claims

On November 30, 2021, the Company sold its 4 claim Wells property for consideration of 1,500,000 common shares of Vision Lithium Inc. The Company has retained a 2% net smelter return royalty on all mineral production from the property. The Company recorded a gain of $317,070 on this sale.

  • 8 -

Notes to Consolidated Interim Financial Statements January 31, 2023 and 2022

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Note 9 – Exploration and Evaluation Assets - Continued

(e) Impairment of mineral properties interests

During the nine months ended January 31, 2023, the Company has written off/down a total of $28,527 (2022 - $20,375) on its exploration and evaluation assets for those properties management determined to be of no further interest.

Note 10 – Share Capital

(a) Authorized: Unlimited common shares without par value

Issued:

On December 31, 2020, the Company closed a non-brokered private placement of $1,000,000 through the sale of 6,666,667 flow-through shares. $45,000 was recorded as share issuance costs. As a result of the flow-through shares being issued at a premium to the market price in recognition of the tax benefits accruing to subscribers, a deferred flow-through premium has been recorded for $200,000. As the Company incurs eligible expenditures against this liability, the Company reduces the liability at the same premium rate and records this as a flow-through premium recovery on the statement of operations and comprehensive income (loss). The Company renounced $1,000,000 in favor of investors as at December 31, 2020 (under the “look-back rule”). During the year ended April 30, 2022, the Company has incurred $1,000,000 of the qualifying expenditures and the liability on flow-through shares as of April 30, 2022 is $Nil (2021 - $200,000).

On May 27, 2021, the Company issued 3,700,000 common shares, at a price of $0.15 per share, 2,000,000 common shares at a price of $0.10 per share and 4,500,000 common shares at a price of $0.08, pursuant to the exercise of incentive stock options.

(b) Share purchase warrants

The following table summarizes the continuity of common share purchase warrants:

Outstanding April 30, 2021
Expired December 30, 2021
Outstanding January 31, 2022
Outstanding April 30, 2022
Outstanding January 31, 2023
Weighted Average
Warrants
Exercise Price
302,750
0.09
$
(218,750)
84,000
0.08
$
-
-
-
$

As at January 31, 2023, there were Nil common share purchase warrants outstanding:

(c) Management incentive options

The Company’s stock option plan provides for the granting of stock options totaling in aggregate up to 10% of the Company’s total number of shares issued and outstanding on a non-diluted basis. The stock option plan provides for the granting of stock options to regular employees and persons providing investor relation services or consulting services up to a limit of 5% and 2% respectively of the Company’s total number of issued and outstanding shares per year. The stock options are fully vested on the date of

  • 9 -

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Notes to Consolidated Interim Financial Statements January 31, 2023 and 2022

Note 10 – Share Capital – Continued

grant, except stock options granted to consultants or employees performing investor relation activities, which vest over 12 months. The option price must be greater or equal to the discounted market price on the grant date and the option expiry date cannot exceed five years after the grant date.

A summary of the options granted under the Company’s plan as at January 31, 2023 and 2022 and the changes during the year then ended is as follows:

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----- Start of picture text -----

Weighted average
No. of Options exercise price ($)
Outstanding, April 30, 2021 13,350,000 0.10
Exercised (10,200,000) 0.11
Expired (3,150,000) 0.08
Granted 11,750,000 0.12
Outstanding, January 31, 2022 11,750,000 0.12
Weighted average
No. of Options exercise price ($)
Outstanding, April 30, 2022 13,070,000 0.12
Exercised - -
- -
Expired
Granted - -
Outstanding, January 31, 2023 13,070,000 0.12
----- End of picture text -----

The weighted average remaining contractual life for the management incentive options outstanding as at January 31, 2023 is 3.80 years (2022 – 4.78 years).

The fair value of the options was estimated at the dates of grant using the Black-Scholes option pricing model with the following assumptions:

2023 2022
Volatility rate - 122.38%
Risk-free interest rate - 1.47%
Dividend yield rate - 0.00%
Weighted average life - 5 years

Volatility is based on the historic price changes over a term comparable to the remaining life of the option. These grants vest immediately, with the exception of options granted to investors relations personnel which vest over a one-year period. Stock based compensation related to the options granted/vested is $18,350 (2022 - $1,177,284).

  • 10 -

Notes to Consolidated Interim Financial Statements January 31, 2023 and 2022

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Note 10 – Share Capital – Continued

A summary of stock options outstanding and exercisable is as follows:

Exercise price Number of options Number of options
per share outstanding and exercisable
$ Expiry date 2023 2022
0.12 November 9, 2026 11,750,000 11,750,000
0.12 February 21, 2027 1,320,000 -
13,070,000
11,750,000

Note 11 – Related Party Transactions and Balances

In accordance with IAS 24, key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any directors (executive and non-executive) of the Company.

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Transactions for the period ended January 31: 2023 2022
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Transactionsforthe period ended January 31: 2023 2022
Management Fees 217,218 290,500
Current and Former Director, Committee Fees 90,000 159,500
Consulting Fees 30,125 10,850
Stock Based Compensation - 926,798
Balance with relatedparties as of January31
2023
2022
$ $
Amounts due to directors and officers 391,338 409,329
Includes $375,142.60 recorded in The Magpie Mines Inc. See Note 13

Transactions with related parties are measured at the exchange amount of consideration established and agreed to by the related parties.

Note 12 – Financial Instruments and Financial 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 financial instruments consist of cash, marketable securities, other receivables, accounts payable and accrued liabilities, due to related parties and pilot plant grant obligation. The carrying value of cash, trade and other receivables, accounts payable and accrued liabilities, pilot plant grant obligation and due to related party approximate their fair values due to their immediate or short-term maturity. Marketable securities consisting of common shares are recorded at fair value based on the quoted market

  • 11 -

Notes to Consolidated Interim Financial Statements January 31, 2023 and 2022

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Note 12 – Financial Instruments and Financial Risk Management – Continued

process in active markets at the recording date, which is consistent with Level 1 of the fair value hierarchy. Marketable securities consisting of warrants are recorded at fair value based on a BlackScholes pricing model consistent with Level 2 of the fair value hierarchy. Marketable securities consisting of common shares in private companies are recorded at fair value based on inputs for the asset or liability that are not based on observable market data, which is consistent with Level 3 of the fair value hierarchy.

The Company is exposed to a variety of financial risks by virtue of its activities, including credit risk, interest rate risk, liquidity risk, foreign currency risk and equity market risk. The Company’s objective with respect to risk management is to minimize potential adverse effects on the Company’s financial performance. The Board of Directors provides direction and guidance to management with respect to risk management. Management is responsible for establishing controls and procedures to ensure that financial risks are mitigated to acceptable levels.

The following table sets forth the Company’s financial assets measured at fair value on a recurring basis by level within the fair value hierarchy as follows:

January 31, 2023 January 31, 2022
Marketable Securities Marketable Securities
$ $
Level 1 20,546,844 19,667,767
Level 2 - -
Level 3 893,200 893,200

There have been no changes between levels during the period.

Credit risk

Credit risk is the risk of loss associated with a counter party’s inability to fulfill its payment obligations. The Company’s credit risk is primarily attributable to its cash. The Company manages its credit risk on bank deposits by holding deposits in high credit quality banking institutions in Canada.

Liquidity risk

The Company’s approach to managing liquidity risk is to ensure that it will have sufficient capital to meet liabilities when due after taking into account the Company’s holdings of cash that might be raised from equity financings. As at January 31, 2023, the Company had current assets of $26,506,354 (2022 - $27,101,830) and current liabilities of $728,558 (2022 - $862,024). All of the Company’s accounts payable and accrued liabilities have contractual maturities of less than 60 days and are subject to normal trade terms. The Company believes that these sources will be sufficient to cover the expected short and long term cash requirements.

Market risk

Market risk consists of interest rate risk, foreign currency risk and commodity price risk. The objective of market risk management is to manage and control market risk exposures within acceptable limits, while maximizing returns. The Company’s marketable securities are subject to market risk.

Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. Financial assets and liabilities with variable interest rates

  • 12 -

Notes to Consolidated Interim Financial Statements January 31, 2023 and 2022

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Note 12 – Financial Instruments and Financial Risk Management - Continued

expose the Company to interest rate risk with respect to its cash flow. It is management’s opinion that the Company is not exposed to significant interest rate risk.

Foreign currency risk

The Company is not exposed to foreign currency risk on fluctuations considering that its assets and liabilities are stated in Canadian dollars.

Commodity Price Risk

Commodity price risk is the risk that the fair value of future cash flows will fluctuate as a result of changes in commodity prices. Commodity prices for minerals are impacted by world economic events that dictate the levels of supply and demand as well as the relationship between the Canadian and United States dollar, as outlined above. As the Company has not yet developed commercial mineral interests, it is not exposed to commodity price risk at this time.

Note 13 – Capital Management

The Company’s objective when managing capital is to maintain investor and market confidence and a flexible capital structure which will allow it to execute on its capital expenditure program, which includes expenditures primarily in the exploration and evaluation assets, which may or may not be successful. Therefore, the Company monitors the level of risk incurred in its capital expenditures to balance the equity in its capital structure.

The Company manages its common shares as capital. As the Company is in the exploration stage, its principal source of funds is from the issuance of common shares. It is the Company’s objective to safeguard its ability to continue as a going concern, so that it can continue to explore and develop its projects for the benefit of its stakeholders. No changes were made in the objectives, policies and processes for managing capital during the year. The Company is not subject to any externally imposed capital requirement.

The Company manages its capital structure and makes adjustments to it, based on the funds available to the Company, in order to support the exploration and development of its mineral properties. The Board of Directors has not established quantitative capital structure criteria for management, but will review on a regular basis the capital structure of the Company to ensure its appropriateness to the stage of development of the business.

The properties in which the Company currently has interest are in the exploration stage and 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.

Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable.

In order to facilitate the management of capital and maintenance and development of future mining sites, the Company may issue new equity, incur additional debt, option its properties for cash and/or expenditure commitments from optionees, enter into joint venture arrangements, or dispose of certain assets. The Company’s investment policy is to hold cash in interest bearing accounts at high credit quality financial institutions to maximize liquidity. In order to maximize ongoing development efforts, the Company does not pay dividends. The Company expects to continue to raise funds, from time to time, to continue meeting its capital management objectives.

  • 13 -

Notes to Consolidated Interim Financial Statements January 31, 2023 and 2022

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Note 14 – Contingencies

The Magpie Mines Inc.

In April 2019, the Company and Magpie (“Defendants”) received a statement of claim relating to liquidated damages for termination of the agreement dated January 1, 2018 whereby a former director (the “Former Officer”) acted as consultant to Fancamp to assist Magpie with mineral engineering research and development activities (the “Agreement”), for alleged unpaid services and for alleged moral and punitive damages, in the aggregate amount of approximately $933,500 (the “Damages”). The Company has recorded $375,142.60 in the Due to Related Parties for services rendered. Management has not recognized provision for remaining claimed amount given the conditions to recognize provision were not met.

In June 2019, the Defendants filed a statement of defense in the Ontario Superior Court of Justice whereby they alleged that Former Officer breached his obligations towards the Defendants by misappropriating part of the intellectual property of Magpie through the named company controlled by the Former Officer, and misusing the funds of Magpie, including a grant from Sustainable Development Technology Canada. These actions led to the termination of the Agreement in November 2018.

Based on the facts of the case, Fancamp believes that the litigation instituted by the Plaintiffs is without merit and believes that the Plaintiffs are not entitled to any of the Damages. As such, the Defendants intend to vigorously defend themselves against the Plaintiffs.

Concurrently with the proceedings described above, on July 11, 2019, Fancamp and Magpie filed an Originating Application to Institute Proceedings (the “Originating Application”) against the Former Officer and two named companies controlled by him for damages and declaratory judgment in the Superior Court of Quebec, notably to declare Fancamp/Magpie owner of the intellectual property in dispute and to claim monetary damages they are entitled to. The monetary damages notably cover costs that have been incurred for professional services rendered for the development of the intellectual property with regards to the process for the recovery of high-grade synthetic rutile from low-grade titanium bearing ores of Magpie, costs incurred for the patent applications, costs of third parties that were not authorized and misuse of funds, amounts received as a result of misappropriation of the intellectual property, and loss of profits associated to the commercialization of the intellectual property, in the aggregate amount of approximately $930,000. On October 19, 2019, this application was dismissed on jurisdictional grounds. This decision does not affect the Company’s ability to pursue their claims by way of a counterclaim in the Ontario action.

As of January 31, 2023, all litigations are still in process.

Termination of Mr. Smith

On April 1, 2021 the consulting agreement between the Company and Peter H. Smith was terminated with cause. On May 31, 2021, Peter H. Smith filed, by way of a counterclaim, a demand for payout of $500,000 and an additional $27,000 for amounts owing. $27,000 has been accrued as of April 30, 2021 in Due to Related Parties. Management has not recognized provision for remaining claimed amount given the conditions to recognize provision were not met. Fancamp believes that any claim that may be instituted by Peter H. Smith is without merit and that he is not entitled to any damages. The Company intends to vigorously defend its actions.

Formal Forensic Investigation into Mr. Smith

On May 12, 2021, Fancamp’s Special Committee of Directors (the “Special Committee”), who are disinterested in the ScoZinc Transaction and independent from Mr. Smith, formally launched a forensic

  • 14 -

Notes to Consolidated Interim Financial Statements January 31, 2023 and 2022

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Note 14 – Contingencies - Continued

investigation into misconduct by Mr. Smith. The Special Committee retained KPMG International Limited to review and report.

Civil Law suit Against Mr. Smith

On May 14, 2021, Fancamp filed a civil claim in the British Columbia Supreme Court seeking over $3,000,000 in damages from Mr. Smith on behalf of our shareholders. The claim was filed to remedy Mr. Smith’s long history of wrongdoings detailed in the Company’s Information Circular dated June 2, 2021. As the forensic investigation advances, Fancamp may amend the claim to address any further wrongdoings.

Application for Safeguard Order Against Mr. Smith

On May 25, 2021, Fancamp filed an Application for a Safeguard Order with the Quebec Superior Court to obtain critical technical and financial information belonging to the Company from Mr. Smith. Despite multiple demands, Mr. Smith, to the detriment of all Fancamp shareholders, has provided few relevant documents and has ignored requests to preserve all the information in his hands and has refused to return:

  • Technical and financial information, including reports on Fancamp’s mining properties;

  • Banking information related to Fancamp or any of its subsidiaries;

  • Any correspondence and/or emails between Fancamp and its partners, third parties and shareholders; and

  • Documents regarding contractual obligations and other agreements such as option agreements, access agreements, drilling or other exploration contracts and waivers.

These critical items are needed for Fancamp to properly operate its business. Mr. Smith’s refusal is illegal and shows a complete disregard for the interests of Fancamp and its shareholders – the exact opposite of what one would expect from a director exercising their fiduciary duties.

On August 6, 2021, the safeguard order was dismissed by the Court and the documents will then have to be recovered through the next procedural steps.

On August 20, 2021 the Company received from Mr. Smith an Application to dismiss and stay of proceedings. On January 24, 2022, the parties agreed to a discontinuance of these Quebec proceedings. This undertaking does not constitute a release by Fancamp of any claims it may have against Mr. Smith in relation to the facts alleged in either the BC Proceedings or the Quebec Proceedings.

Other

On April 14, 2022, a statement of claim was filed in the Ontario Superior Court of Justice against the Company for alleged breach of contract in relation to a mineral property purchase and sale agreement. The plaintiff is seeking compensatory damages of $1,500,000, special damages of $50,000 and punitive damages of $500,000. The Company has filed a Statement of Defense.

Note 15 – Subsequent Events

On March 14, 2023, the Company announced that it had closed the Transaction with Platinex Inc. As part of the Transaction, the Company transferred its Hennan Mallard and Dorothy properties and Platinex transferred its Shining Tree property to South Timmins Mining Inc. (" Goldco "), a subsidiary of Platinex.

  • 15 -

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Notes to Consolidated Interim Financial Statements January 31, 2023 and 2022

for a 25% interest in the share capital of Goldco, Fancamp has an option to increase its shareholding to 50%. The Company entered into a shareholders' agreement providing for the governance of Goldco’s operation.

The Company purchased 25,869,741 shares of Platinex at a price of $0.04 per share representing 9.5% of the issued and outstanding shares of Platinex.

The Company was granted a 1.0% net smelter return royalty in respect of the Hennan Mallard and Dorothy properties, subject to a decrease to a 0.5% should the Company elect to exercise an option to acquire 50% of the issued and outstanding shares of Goldco

The Company aslo contributed $130,000 to Goldco in respect of the right and option to earn into the Shining Tree Gold Project in the Abitibi region of Ontario to be used to advance the initial exploration program.

See NR 02/06/2023 and 03/14/2023 for further details

  • 16 -

Fancamp Exploration Ltd. Schedule I - Summary of Deferred Costs on Exploration and Evaluation Assets

The following is a summary of exploration and evaluation costs deferred during the three months ended January 31, 2023:

Exploration and Evaluation Expenditures Incurred
As At October 31,2022
Duringthe three months ended January31,2023
As At January31,2023
Option
Exploration
Deferred
Deferred
Acquisition
and Other
Expenditures
(Write Dow ns)
Deferred
Deferred
Acquisition
Exploration
Costs
Payments
Net of Exploration
(Write Offs)
Acquisition
Exploration
Costs
Expenditures
Total
Incurred
(Received)
Tax Credits
Income/Sales
Costs
Expenditures
Total
Projects
Clinton, PQ
Gaspe Bay Group, PQ
Harvey Hill, PQ
KoperLake - McFaulds, ON
Risborough, PQ
Stoke, PQ
Prospects-Quebec
Abitibi Group *
Beauce Main BVB
Beauce Timrod
DiLeo Lake
Grasset Laforest
Grevet
Jim Lake
Kinross
Lac Baude Baril
Lac Claire
Langevin
Lynch Lake
Magpie
Sheen
St. Ferdinand
Timbrell
Prospects-New Brunswick
Becagiumec Lake
Piskhegan
Prospects-Ontario**
Cunningham
Dorothy
Mallard Heenan
Nominal Value Properties
45,954
$ 1,422,745
$ 1,468,699
$ -
$ -
$ 121,103
$ -
$ 45,954
$ 1,543,848
$ 1,589,802
$ 14,436
914,811
929,247
-
(50,000)
-
-
14,436
864,811
879,247
-
738,851
738,851
-
-
16,090
-
-
754,941
754,941
-
-
-
-
-
-
-
-
-
-
239
22,103
22,342
-
-
-
-
239
22,103
22,342
76,470
2,840,205
2,916,675
206
-
86,870
-
76,676
2,927,075
3,003,751
70,808
12,929
83,737
-
-
-
-
70,808
12,929
83,737
4,962
86,856
91,817
-
-
-
-
4,962
86,856
91,818
1
17,860
17,860
-
-
-
-
1
17,860
17,861
1
43,322
43,323
-
-
2,569
-
1
45,891
45,892
40,882
284,762
325,643
-
-
48
-
40,882
284,810
325,691
512
23,873
24,385
-
-
24
-
512
23,897
24,409
663
-
663
-
-
-
-
663
-
663
512
20,817
21,329
-
-
-
-
512
20,817
21,329
2,327
85,795
88,122
-
-
-
-
2,327
85,795
88,122
1,109
1,313
2,422
-
-
-
-
1,109
1,313
2,422
1,867
3,530
5,397
-
-
-
-
1,867
3,530
5,397
596
-
596
-
-
-
-
596
-
596
12,926
-
12,926
-
-
-
-
12,926
-
12,926
1,193
-
1,193
-
-
-
-
1,193
-
1,193
392
-
392
-
-
-
-
392
-
392
522
360
882
-
-
-
-
522
360
882
-
1,930
46,477
48,407
-
-
-
-
1,930
46,477
48,407
2,560
-
2,560
-
-
-
-
2,560
-
2,560
1
-
1
-
-
-
-
1
-
1
63,951
-
63,951
-
-
-
-
63,951
-
63,951
336,800
660,606
997,406
-
-
-
-
336,800
660,606
997,406
11
2,595
2,606
-
-
-
-
11
2,595
2,606
681,625
$ 7,229,810
$ 7,911,432
$ 206
(50,000)
226,705
-
681,831
7,406,515
8,088,345
  • Abitibi Group includes such properties as 62/63, 706, 836, Bearn, La Sarre, SW Abitibi, Languedoc, Berry, Chicobi, Macamic, Privat, Roquemaur, Whiskey Jack and Pamarolle ** Gaspe Bay Group includes such properties as Amqui, Angers, Boibusisson, Madeline, Robidoux, Robinson and St. Margeurite

Fancamp Exploration Ltd. Schedule I - Summary of Deferred Costs on Exploration and Evaluation Assets

The following is a summary of exploration and evaluation costs deferred during the nine months ended January 31, 2023:

Exploration and Evaluation Expenditures Incurred
As At April 30,2022
Duringthe nine months ended January31,2023
As At January31,2023
Option
Exploration
Deferred
Deferred
Acquisition
and Other
Expenditures
(Write Dow ns)
Deferred
Deferred
Acquisition
Exploration
Costs
Payments
Net of Exploration
(Write Offs)
Acquisition
Exploration
Costs
Expenditures
Total
Incurred
(Received)
Tax Credits
Income/Sales
Costs
Expenditures
Total
Projects
Clinton, PQ
Gaspe Bay Group, PQ
Harvey Hill, PQ
KoperLake - McFaulds, ON
Risborough, PQ
Stoke, PQ
Prospects-Quebec
Abitibi Group *
Beauce Main BVB
Beauce Timrod
DiLeo Lake
Grasset Laforest
Grevet
Jim Lake
Kinross
Lac Baude Baril
Lac Claire
Langevin
Lynch Lake
Magpie
Sheen
St. Ferdinand
Timbrell
Prospects-New Brunswick
Becagiumec Lake
Piskhegan
Prospects-Ontario**
Cunningham
Dorothy
Mallard Heenan
Nominal Value Properties
45,954
$ 1,353,659
$ 1,399,613
$ -
$ -
$ 190,190
$ -
$ 45,954
$ 1,543,849
$ 1,589,802
$ 14,436
913,124
927,560
-
(50,000)
1,687
-
14,436
864,811
879,247
-
693,656
693,656
-
-
61,286
-
-
754,942
754,942
1,290
5,697,648
5,698,938
-
-
-
(5,698,938)
-
-
-
239
22,103
22,342
-
-
-
-
239
22,103
22,342
76,470
2,495,674
2,572,144
206
-
431,402
-
76,676
2,927,076
3,003,752
69,633
11,664
81,297
1,175
-
1,265
-
70,808
12,929
83,738
4,962
86,856
91,818
-
-
-
-
4,962
86,856
91,818
1
17,791
17,792
-
-
69
-
1
17,860
17,861
1
26,877
26,878
-
-
19,014
-
1
45,891
45,892
39,916
280,911
320,827
966
-
3,899
-
40,882
284,810
325,691
512
22,886
23,398
-
-
1,011
-
512
23,897
24,409
663
-
663
-
-
-
-
663
-
663
512
19,278
19,790
-
-
1,539
-
512
20,817
21,329
2,327
85,520
87,847
-
-
275
-
2,327
85,795
88,122
1,109
1,313
2,422
-
-
-
-
1,109
1,313
2,422
1,867
3,530
5,397
-
-
-
-
1,867
3,530
5,397
596
-
596
-
-
-
-
596
-
596
12,926
-
12,926
-
-
-
-
12,926
-
12,926
1,193
-
1,193
-
-
-
-
1,193
-
1,193
392
-
392
-
-
-
-
392
-
392
522
360
882
-
-
-
-
522
360
882
-
1,930
74,814
76,744
-
-
190
(28,527)
1,930
46,477
48,407
2,560
-
2,560
-
-
-
-
2,560
-
2,560
1
-
1
-
-
-
-
1
-
1
63,951
-
63,951
-
-
-
-
63,951
-
63,951
336,800
660,606
997,406
-
-
-
-
336,800
660,606
997,406
11
2,595
2,606
-
-
-
-
11
2,595
2,606
680,774
$ 12,470,865
$ 13,151,639
$ 2,347
(50,000)
711,826
(5,727,465)
681,831
7,406,516
8,088,345
  • Abitibi Group includes such properties as 62/63, 706, 836, Bearn, La Sarre, SW Abitibi, Languedoc, Berry, Chicobi, Macamic, Privat, Roquemaur, Whiskey Jack and Pamarolle ** Gaspe Bay Group includes such properties as Amqui, Angers, Boibusisson, Madeline, Robidoux, Robinson and St. Margeurite

Fancamp Exploration Ltd.

Schedule I - Summary of Deferred Costs on Exploration and Evaluation Assets

The following is a summary of exploration and evaluation costs deferred during the three months ended January 31, 2022:

Exploration and Evaluation Expenditures Incurred
As At October 31,2021
Duringthe three months ended January31,2022
As At January31,2022
Option
Exploration
Deferred
Acquisition
Deferred
Exploration
Acquisition
and Other
Expenditures
(Write Dow ns)
Deferred
Deferred
Acquisition
Costs
Exploration
Costs
Costs
Payments
Net of Exploration
(Write Offs)
Acquisition
Exploration
Costs
Reallocated
Expenditures
Reallocated
Total
Incurred
(Received)
Tax Credits
Income/Sales
Costs
Expenditures
Total
Projects
Clinton, PQ
Gaspe Bay Group, PQ
Harvey Hill, Q
Koper Lake - McFaulds, ON
Risborough, PQ
Stoke, PQ
Prospects-Quebec
Abitibi Group *
Beauce Main BVB
Beauce Timrod
Chapleau
DiLeo Lake
Grasset Laforest
Grevet
Jim Lake
Kinross
Lac Baude Baril
Lac Claire
Langevin
Lynch Lake
Magpie
Portage Lake
Sheen
St. Ferdinand
Timbrell
Wells
Prospects-New Brunswick
Becagiumec Lake
Piskhegan
Prospects-Ontario**
Cunningham
Dorothy
Mallard Heenan
Nominal Value Properties
45,954
$ -
$ 895,947
$ 941,901
$ -
$ -
$ 32,998
$ -
$ 45,954
$ 928,945
$ 974,899
$ 22,199
-
1,400,550
(469,140)
953,609
-
-
-
-
22,199
931,410
953,609
-
-
-
469,140
469,140
-
-
45,950
-
-
515,090
515,090
1,290
-
5,697,648
5,698,938
-
-
-
-
1,290
5,697,648
5,698,938
239
-
22,103
22,342
-
-
-
-
239
22,103
22,342
76,470
-
2,465,896
2,542,366
-
-
5,444
-
76,470
2,471,340
2,547,810
69,235
-
11,664
80,899
-
-
-
-
69,235
11,664
80,899
9,021
-
156,834
165,855
-
-
-
-
9,021
156,834
165,855
1
-
17,791
-
17,792
-
-
-
-
1
17,791
17,792
298
-
25,352
-
25,650
-
-
-
-
298
25,352
25,650
1
-
26,877
26,878
-
-
-
-
1
26,877
26,878
39,916
-
5,368
45,284
-
-
1,000
-
39,916
6,368
46,284
512
-
22,886
-
23,398
-
-
-
-
512
22,886
23,398
663
-
-
663
-
-
-
-
663
-
663
512
-
19,036
-
19,548
-
-
173
-
512
19,209
19,721
2,327
-
84,180
86,507
-
-
1,340
-
2,327
85,520
87,847
1,109
-
1,313
-
2,422
-
-
-
-
1,109
1,313
2,422
1,867
-
3,262
-
5,129
-
-
268
-
1,867
3,530
5,397
596
-
-
596
-
-
-
-
596
-
596
12,926
-
-
12,926
-
-
-
-
12,926
-
12,926
203
-
69,797
70,000
-
-
-
-
203
69,797
70,000
1,193
-
-
-
1,193
-
-
-
-
1,193
-
1,193
392
-
-
-
392
-
-
-
-
392
-
392
522
-
360
-
882
-
-
-
-
522
360
882
199
-
12,732
12,931
-
-
-
(12,931)
-
-
-
1,930
-
74,814
76,744
-
-
-
-
1,930
74,814
76,744
2,560
-
-
2,560
-
-
-
-
2,560
-
2,560
60,950
-
155,316
-
216,266
5,000
-
-
-
65,950
155,316
221,266
63,950
-
188,913
-
252,863
12,500
-
-
-
76,450
188,913
265,363
306,800
-
660,606
-
967,406
30,000
-
-
-
336,800
660,606
997,406
12
-
-
12
-
-
2,595
-
12
2,595
2,607
723,847
$ 12,019,245
$ 12,743,092
$ 47,500
-
89,768
(12,931)
771,148
12,096,281
12,867,428
  • Abitibi Group includes such properties as 62/63, 706, 836, Bearn, La Sarre, SW Abitibi, Languedoc, Berry, Chicobi, Macamic, Privat, Roquemaur, Whiskey Jack and Pamarolle

  • ** Gaspe Bay Group includes such properties as Amqui, Angers, Boibusisson, Madeline, Robidoux, Robinson and St. Margeurite

Fancamp Exploration Ltd.

Schedule I - Summary of Deferred Costs on Exploration and Evaluation Assets

The following is a summary of exploration and evaluation costs deferred during the nine months ended January 31, 2022:

Exploration and Evaluation Expenditures Incurred
As At April 30,2021
Duringthe nine months ended January31,2022
As At January31,2022
Option
Exploration
Deferred
Acquisition
Deferred
Exploration
Acquisition
and Other
Expenditures
(Write Dow ns)
Deferred
Deferred
Acquisition
Costs
Exploration
Costs
Costs
Payments
Net of Exploration
(Write Offs)
Acquisition
Exploration
Costs
Reallocated
Expenditures
Reallocated
Total
Incurred
(Received)
Tax Credits
Income/Sales
Costs
Expenditures
Total
Projects
Clinton, PQ
Gaspe Bay Group, PQ
Harvey Hill, PQ
Lac Lamelee,PQ
KoperLake - McFaulds, ON
Risborough, PQ
Stoke, PQ
Prospects-Quebec
Abitibi Group *
Beauce Main BVB
Beauce Timrod
Beaudion
Chapleau
Coaticook
DiLeo Lake
Grasset Laforest
Grevet
Grosses Roches Moise
Jim Lake
Kinross
Lac Baude Baril
Lac Claire
Langevin
Lynch Lake
Magpie
Portage Lake
Restigouche
Royal Rousillon
Sheen
St. Ferdinand
Timber Lake
Timbrell
Vachon
Wells
Prospects-New Brunswick
Becagiumec Lake
Piskhegan
Prospects-Ontario**
Cunningham
Dorothy
Mallard Heenan
Nominal Value Properties
45,954
$ -
$ 861,203
$ 907,157
$ -
$ -
$ 67,742
$ -
$ 45,954
$ 928,945
$ 974,899
$ 21,802
-
1,398,143
(469,140)
950,805
-
-
-
-
21,802
929,003
950,805
-
-
469,140
469,140
-
-
48,356
-
-
517,496
517,496
495,539
105,676
601,215
-
-
1,775
(601,215)
-
-
-
1,290
-
5,697,648
5,698,938
-
-
-
-
1,290
5,697,648
5,698,938
239
-
22,103
22,342
-
-
-
-
239
22,103
22,342
76,470
-
2,418,086
2,494,556
-
-
53,253
-
76,470
2,471,339
2,547,809
74,037
(4,403)
11,664
81,297
-
-
-
-
69,633
11,664
81,297
11,472
(2,451)
155,293
164,314
-
-
1,541
-
9,021
156,834
165,855
1
-
17,724
-
17,725
-
-
67
-
1
17,791
17,792
769
-
470
-
1,239
-
-
-
(1,239)
-
-
-
298
-
25,352
-
25,651
-
-
-
-
298
25,352
25,651
320
-
360
-
680
-
-
-
(680)
-
-
-
-
1
26,877
26,878
-
-
-
-
1
26,877
26,878
28,288
11,628
5,368
45,284
-
-
1,000
-
39,916
6,368
46,284
-
512
-
22,886
23,398
-
-
-
-
512
22,886
23,398
3,936
-
4,857
8,793
-
-
-
(8,793)
-
-
-
265
398
-
663
-
-
-
-
663
-
663
1,025
(512)
41,922
(22,886)
19,549
-
-
173
-
512
19,209
19,721
2,327
-
84,180
86,507
-
-
1,340
-
2,327
85,520
87,847
1,109
-
1,313
-
2,422
-
-
-
-
1,109
1,313
2,422
1,867
-
3,262
-
5,129
-
-
268
-
1,867
3,530
5,397
596
-
-
596
-
-
-
-
596
-
596
12,926
-
-
12,926
-
-
-
-
12,926
-
12,926
203
-
69,797
70,000
-
-
-
-
203
69,797
70,000
256
-
451
-
708
-
-
-
(708)
-
-
-
4,770
(4,770)
-
-
-
-
-
-
-
-
-
1,590
(398)
-
-
1,193
-
-
-
-
1,193
-
1,193
392
-
-
-
392
-
-
-
-
392
-
392
888
-
2,325
3,213
-
-
-
(3,213)
-
-
-
522
-
360
-
882
-
-
-
-
522
360
882
1,218
-
4,524
-
5,742
-
-
-
(5,742)
-
-
-
199
-
12,732
12,931
-
-
-
(12,931)
-
-
-
-
1,930
-
74,364
76,294
-
-
450
-
1,930
74,814
76,744
2,560
-
-
2,560
-
-
-
-
2,560
-
2,560
55,950
-
155,316
-
211,266
10,000
-
-
-
65,950
155,316
221,266
63,950
-
188,913
-
252,863
12,500
-
-
-
76,450
188,913
265,363
306,800
-
651,606
-
958,406
30,000
-
9,000
-
336,800
660,606
997,406
6
6
-
12
-
-
2,595
-
12
2,595
2,607
1,221,765
$ 12,041,889
$ 13,263,663
$ 52,500
-
187,560
(634,521)
771,149
12,096,280
12,867,428
  • Abitibi Group includes such properties as 62/63, 706, 836, Bearn, La Sarre, SW Abitibi, Languedoc, Berry, Chicobi, Macamic, Privat, Roquemaur, Whiskey Jack and Pamarolle

  • ** Gaspe Bay Group includes such properties as Amqui, Angers, Boibusisson, Madeline, Robidoux, Robinson and St. Margeurite

Fancamp Exploration Ltd. Schedule II - Exploration Expenditures on Exploration and Evaluation Assets January 31, 2023 and 2022

Incurred in the nine months ended ended January 31, 2023:

Incurred in the nine month period ended January 31, 2022:

Camp
Engineering,
Prospecting,
Exploration
Drilling
Consulting,
Ground, Air
Tax
Total
Assays
and Sundry
Surveys
Credits
2023
Baude Lake Baril
-
$ 275
$ -
$ -
$ 275
$ Beauce Timrod
-
69
-
-
69
Becagiumec Lake
-
190
-
-
190
Clinton
2,286

58,159
129,744
-
190,190
DiLeo Lake
7,480
275
11,259
-
19,014

Gaspe Bay Group
1,687
-
-
1,687
Harvey Hill
9,446

32,767
19,073
-
61,286
Grasset La Forest
-
381

3,518
-
3,899
Grevet
-
-
1,011
-
1,011
Kinross
87
-
1,452
-
1,539
Stoke
296,551
48,165
86,685
-
431,401
SW Abitibi
-
-
1,265
-
1,265
315,851
$ 141,967
$ 254,008
$ -
$ 711,826
$
Camp
Engineering,
Prospecting,
Exploration
Drilling
Consulting,
Ground, Air
Tax
Total
Assays
and Sundry
Surveys
Credits
2022
Baude Lake Baril
-
$ 1,340
$ -
$ -
$ 1,340
$ Beauce Timrod
-
67

-
-
67
Beauce Main BVB
-
1,541

-
-
1,541
Becagiumec Lake
-
450
-
-
450
Brennan Lake
-
2,595
-
-
2,595
Clinton
25,000
42,742
-
-
67,742
Harvey Hill
25,000
23,356
-
-
48,356
Kinross
-

173
-
-
173
Lac lamelee
-
1,775
-
-
1,775
Langevin
-
268
-
-
268
Grasset La Forest
-
1,000
-
-
1,000
Stoke
-
53,253
-
-
53,253
Mallard Heenan
-
9,000
-
-
9,000
50,000
$ 137,560
$ -
$ -
$ 187,560
$