Flow Metals Corp. — Audit Report / Information 2024

Nov 15, 2024

FLOW METALS CORP.

Financial Statements

For the Years Ended July 31, 2024 and 2023 (Expressed in Canadian dollars)

ADAM SUNG KIM LTD. CHARTERED PROFESSIONAL ACCOUNTANT

10290 171A STREET SURREY, BC V4N 3L2

Adam Kim

T: 604.318.5465 E: adamkimltd@gmail.com

INDEPENDENT AUDITOR’S REPORT

To: the Shareholders of Flow Metals Corp.

Opinion

I have audited the financial statements of Flow Metals Corp. (the “Company”), which comprise the statement of financial position as at July 31, 2024, and the statement of loss and comprehensive loss, statement of cash flows and statement of changes in equity for the year then ended, and notes to the financial statements, including material accounting policy information.

In my opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as at July 31, 2024, and its financial performance and its cash flow for the year then ended in accordance with International Financial Reporting Standards (IFRSs).

Basis for Opinion

I conducted my audit in accordance with Canadian generally accepted auditing standards. My responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of my report. I am independent of the Company in accordance with the ethical requirements that are relevant to my audit of the financial statements in Canada, and I have fulfilled my other ethical responsibilities in accordance with these requirements. I believe that the audit evidence I have obtained is sufficient and appropriate to provide a basis for my opinion.

Material Uncertainty Related to Going Concern

I draw attention to Note 1 in the financial statements, which indicates that the Company incurred a net loss of $254,800 during the year ended July 31, 2024, and, as of that date, the Company had not yet achieved profitable operations, had accumulated losses of $2,168,090 since its inception, and expects to incur further losses in the development of its business. As stated in Note 1, these events or conditions, along with other matters as set forth in Note 1, indicate that a material uncertainty exists that may cast significant doubt on the Company’s ability to continue as a going concern. My opinion is not modified in respect of this matter.

Key Audit Matter

Key audit matters are those matters that, in my professional judgment, were of most significance in my audit of the financial statements for the year ended July 31, 2024. These matters were addressed in the context of my audit of the financial statements as a whole, and in forming my opinion thereon, and I do not provide a separate opinion on these matters.

In addition to the matter described in the “Material Uncertainty Related to Going Concern” section of the auditor’s report, I have determined the matters described below to be the key audit matters to be communicated in my auditors’ report.

Evaluation of indicators of impairment for mineral properties

Description of the matter

I draw attention to Notes 4 to the financial statements. The Company has mineral properties of $597,961 as at July 31, 2024. The carrying amounts of the Company’s mineral properties are reviewed each reporting date to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated. Significant judgment is required in assessing indicators of impairment. The Company completes an evaluation at each reporting period of potential impairment indicators.

Why the matter is a key audit matter

I identified the evaluation of indicators of impairment for mineral properties as a key audit matter. This matter represented an area of significant risk of material misstatement given the magnitude of mineral properties. This matter was of most significance due to the difficulties in evaluating the result of my audit procedures to assess the Company’s determination of whether the factors, individually and in the aggregate, resulted in indicators of impairment.

How the matter was addressed in the audit

The following are the primary procedures I performed to address this key audit matter.

I evaluated the Company’s analysis of impairment indicators by:

• Obtaining an understanding of management’s process for developing an assessment of the existence of impairment indicators.

• Assessing whether the information in the analysis was consistent with information included in internal communicates to management and the Board of Directors, the Company’s press releases, management’s discussion and analysis, and other public filings

• Reading updated technical reports for any indicators of impairment arising from changes to estimates of mineral reserves and resources

• Considering evidence obtained in other areas of the audit, including the status of significant mineral licenses and expenditures on mineral properties, the results of exploration activities and any updates to estimates of mineral reserves and resources

• Comparing the Entity’s market capitalization to the carrying value of its net assets.

Other Matter

The financial statements of the Company for the year ended July 31, 2023, were audited by another auditor who expressed an unmodified opinion on those statements on November 28, 2023.

Other Information

Management is responsible for the other information. The other information comprises the Management Discussion and Analysis.

My opinion on the financial statements does not cover the other information and I do not express any form of assurance conclusion thereon.

In connection with my audit of the financial statements, my responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or my knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work I have performed, I conclude that there is a material misstatement of this other information, I are required to report that fact. I have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the Financial statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with IFRSs, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so. Those charged with governance are responsible for overseeing the Company’s financial reporting process.

Auditor’s Responsibilities for the Audit of the Financial statements

My objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes my opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Canadian generally accepted auditing standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. As part of an audit in accordance with Canadian generally accepted auditing standards, I exercise professional judgment and maintain professional skepticism throughout the audit. I also:

• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for my opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If I conclude that a material uncertainty exists, I are required to draw attention in my auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify my opinion. My conclusions are based on the audit evidence obtained up to the date of my auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

I communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that I identify during my audit.

I also provide those charged with governance with a statement that I have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on my independence, and where applicable, related safeguards.

The engagement partner on the audit resulting in this independent auditor’s report is Adam Kim, CPA, CA.

“Adam Sung Kim Ltd.” Chartered Professional Accountant

10290 171A Street Surrey, BC, Canada V4N 3L2 November 14, 2024

FLOW METALS CORP.

Statements of Financial Position As at July 31, 2024 and 2023 (Expressed in Canadian dollars)

	July 31,	July 31,
	2024	2023
As at,	$	$
Assets
Current Assets
Cash and cash equivalents	70,253	190,120
Receivables	4,870	5,157
Prepaid expenses and deposits	2,251	5,919
Total Current Assets	77,374	201,196
Mineral properties (Note 4)	597,961	566,668
Total Assets	675,335	767,864
Liabilities and Shareholders’ Equity
Current Liabilities
Accounts payable and accrued liabilities	26,635	27,044
Due to related parties (Note 6)	306,734	262,090
Total Liabilities	333,369	289,134
Shareholders’ Equity
Share capital (Note 5)	2,273,189	2,228,189
Subscriptions received in advance (Note 5)	50,000	-
Reserves (Note 5)	186,867	163,831
Deficit	(2,168,090)	(1,913,290)
Total Shareholders’ Equity	341,966	478,730
Total Liabilities and Shareholders’ Equity	675,335	767,864

Nature of continuance of operations (Note 1) Subsequent events (Note 11)

Approved by the Board of Directors on November 14, 2024:

“Scott Sheldon” “Donald Sheldon” Scott Sheldon, Director & CEO Donald Sheldon, Director

The accompanying notes are an integral part of these financial statements

1

FLOW METALS CORP.

Statements of Loss and Comprehensive Loss For the years ended July 31, 2024 and 2023 (Expressed in Canadian dollars)

	July 31,	July 31,
	2024	2023
	$	$
Exploration Expenses(Notes 4)	82,762	50,539
Administrative Expenses
Audit and accounting fees	52,290	43,269
Accretion	-	11
Consulting fees	34,200	30,642
Depreciation	-	750
General and administrative	3,891	4,041
Legal	535	-
Management fees (Note 6)	102,000	130,500
Marketing	3,342	8,005
Stock-based compensation (notes 5)	23,036	79,363
Transfer agent and filing fees	17,095	17,689
Total administrative expenses	(236,389)	(314,270)
Other Income
Gain on write-off of accounts payable (Note 6)	63,890	-
Interest income	461	470
Net loss and comprehensive loss for theyear	(254,800)	(364,339)
Lossper share,basic and diluted	(0.03)	(0.05)
Weighted average shares outstanding	8,965,980	7,497,828

The accompanying notes are an integral part of these financial statements

2

FLOW METALS CORP.

Statements of Changes in Shareholders’ Equity For the years ended July 31, 2024 and 2023 (Expressed in Canadian dollars)

	Share Capital Common Shares # Amount $ Obligation to issue shares $ Reserves $ Deficit $ Total $
Balance, at July 31, 2022 Shares issued private placement Shares issued for advance royalty payments Stock-based compensation Net loss for theyear	3,434,088 1,850,659 - 84,468 (1,548,951) 386,176 5,178,999 362,530 - - - 362,530 136,500 15,000 - - - 15,000 - - - 79,363 - 79,363 - - - - (364,339) (364,339)
Balance, at July 31, 2023 Subscriptions received in advance Shares issued for advance royalty payments Shares issued to settle debt Stock-based compensation Net loss for theyear	8,749,587 2,228,189 - 163,831 (1,913,290) 478,730 - - 50,000 - - 50,000 399,999 30,000 - - - 30,000 199,999 15,000 - - - 15,000 - - - 23,036 - 23,036 - - - - (254,800) (254,800)
Balance, at July31, 2024	9,349,585 2,273,189 50,000 186,867 (2,168,090) 341,966

The accompanying notes are an integral part of these financial statements

3

FLOW METALS CORP. Statements of Cash Flows For the years ended July 31, 2024 and 2023 (Expressed in Canadian dollars)

	July 31,	July 31,
	2024	2023
	$	$
Cash provided by (used in):
Operating activities
Net loss for the year	(254,800)	(364,339)
Items not involving cash:
Accretion	-	11
Depreciation	-	750
Gain on write-off of accounts payable	(63,890)	-
Stock-based compensation	23,036	79,363
Changes in non-cash operating working capital:
Receivables	287	15,410
Prepaid expenses and deposits	3,668	6,492
Accounts payable and accrued liabilities	(409)	(12,624)
Due to relatedparties	123,534	28,366
Cash used in operating activities	(168,574)	(246,571)
Investing activities
Advanced royalty payment	-	(15,000)
Lease payments	-	(863)
Mineralpropertyexpenditures	(1,293)	(766)
Cash used in investing activities	(1,293)	(16,629)
Financing activity
Net proceeds from private placement	-	362,530
Subscriptions received	50,000	-
Cash provided by financing activity	50,000	362,530
Increase (decrease) in cash and cash equivalents	(119,867)	99,330
Cash and cash equivalents,beginningof theyear	190,120	90,790
Cash and cash equivalents, end ofyear	70,253	190,120
Cash	60,253	180,120
Cash equivalents	10,000	10,000
Cash and cash equivalents, end ofyear	70,253	190,120
Supplemental information
Cash paid for interest	-	-
Cash paid for income taxes	-	-
Shares issued for advanced royalty payments	30,000	15,000
Shares issued for debt	15,000	-

The accompanying notes are an integral part of these financial statements

4

FLOW METALS CORP. Notes to the Financial Statements For the years ended July 31, 2024 and 2023 (Expressed in Canadian dollars)

1. Nature of Operations and Going Concern

Flow Metals Corp. (“Flow Metals” or the “Company”) was incorporated on July 11, 2018 under the Business Corporations Act (British Columbia). The Company is an exploration stage company and is in the process of exploring its mineral properties in Canada and has not yet determined whether its properties contain ore reserves that are economically recoverable. The Company is listed on the Canadian Securities Exchange under the symbol “FWM.” The Company’s registered office is located at Suite 1890 – 1075 West Georgia Street, Vancouver, BC, V6E 3C9, Canada.

These financial statements have been prepared on the going concern basis, which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business. Should the Company be unable to continue as a going concern, it may be unable to realize the carrying value of its assets and to meet its liabilities as they become due. As at July 31, 2024, the Company has not generated any revenues from operations and has an accumulated deficit of $2,168,090 (2023 - $1,913,290). The Company expects to incur further losses in the development of its business, all of which may cast significant doubt about the Company’s ability to continue as a going concern. The continued operations of the Company are dependent on its ability to generate future cash flows or obtain additional financing. Management is of the opinion that sufficient working capital will be obtained from external financing to meet the Company’s liabilities and commitments as they become due, although there is a risk that additional financing will not be available on a timely basis or on terms acceptable to the Company. These financial statements do not reflect any adjustments to the carrying values of assets and liabilities, the reported expenses, and the balance sheet classifications used that may be necessary if the Company is unable to continue as a going concern. Such adjustments could be material.

2. Basis of Presentation

(a) Statement of Compliance

These financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board (“IASB”).

• (b) 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. These financial statements have been prepared using the accrual basis of accounting, except for cash flow information.

(c) Functional and Presentation Currency

The functional currency of a company is the currency of the primary economic environment in which the company operates. The presentation currency for a company is the currency in which the company chooses to present its financial statements. These financial statements are presented in Canadian dollars, which is also the Company’s functional currency.

5

FLOW METALS CORP. Notes to the Financial Statements For the years ended July 31, 2024 and 2023 (Expressed in Canadian dollars)

3. Significant Accounting Policies

• (a) Cash and Cash Equivalents

Cash and cash equivalents are comprised of cash and highly liquid investments that are readily convertible into known amounts of cash within three months.

• (b) Mineral Properties

Recognition and Measurement

The Company charges to operations all exploration expenses incurred prior to the determination of economically recoverable reserves. These costs would also include periodic fees such as license and maintenance fees.

The Company capitalizes direct mineral property acquisition costs, advance royalty payments, and those expenditures incurred following the determination that the property has economically recoverable reserves. Mineral property acquisition costs include cash consideration and the fair value of common shares issued for mineral property interests, pursuant to the terms of the relevant agreement. These costs are amortized over the estimated life of the property following commencement of commercial production, or written off if the property is sold, allowed to lapse or abandoned, or when impairment in value has been determined to have occurred. A mineral property is reviewed for impairment whenever events or changes in circumstances indicate that its carrying amount may not be recoverable.

The Company may occasionally enter into option-out arrangements, whereby the Company will transfer part of a mineral interest, as consideration, for an agreement by the transferee to meet certain exploration and evaluation expenditures which would otherwise be undertaken by the Company.

The Company does not record any expenditures made by the optionee on its behalf. Any cash consideration received from the agreement is credited against the costs previously capitalized to the mineral interest given up by the Company, with any excess cash accounted for in profit or loss.

• (c) Impairment of Long-Lived Assets

The Company evaluates the recoverability of its long-lived assets at each reporting period. An impairment loss is recognized when estimated future cash flows resulting from the use of an asset and its eventual disposition is less than its carrying amount.

A mining enterprise is required to consider the conditions for impairment write-down. The conditions include significant unfavourable economic, legal, regulatory, environmental, political and other factors. In addition, management’s development activities towards its planned principal operations are a key factor considered as part of the ongoing assessment of the recoverability of the carrying amount of mineral properties. Whenever events or changes in circumstances indicate that the carrying amount of a mineral property in the exploration stage may be impaired, the capitalized costs are written down to the estimated recoverable amount valued at higher of value in use (present value of the estimated future cash flows) and proceeds from disposition, net of selling costs.

6

FLOW METALS CORP. Notes to the Financial Statements For the years ended July 31, 2024 and 2023 (Expressed in Canadian dollars)

3. Significant Accounting Policies (continued)

(d) Provisions

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

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

(e) Income Taxes

Provision for income taxes consists of current and deferred tax expense. Income tax expense is recognized in the statement of loss except to the extent that it relates to items recognized either in other comprehensive income or directly in equity, in which case it is recognized in other comprehensive income or in equity, respectively. Current tax expense is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at period end, adjusted for amendments to tax payable with regards to previous years. Taxes on income in the interim periods are accrued using the tax rate that would be applicable to expected total annual earnings.

Deferred tax is recognized in respect of temporary differences between the carrying amounts of asset and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognized for temporary differences associated with the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable income or loss and temporary differences relating to investments in subsidiaries to the extent that it is probable that they will not reverse in the foreseeable future.

Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse based on the laws that have been enacted or substantively enacted at the reporting date.

A deferred tax asset is recognized to the extent that it is probable that future taxable profits will be available against which the temporary difference can be utilized. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized. Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to income taxes levied by the same tax authority on the same taxable entity.

7

FLOW METALS CORP. Notes to the Financial Statements For the years ended July 31, 2024 and 2023 (Expressed in Canadian dollars)

3. Significant Accounting Policies (continued)

• (e) Financial Instruments

Classification

The Company classifies its financial assets in the following measurement categories:

• Those to be measured subsequently at fair value (either through other comprehensive income or through profit or loss); and

• Those to be measured at amortized cost.

The classification depends on the Company’s business model for managing the financial assets and the contractual terms of the cash flows.

For assets measured at fair value, gains and losses will either be recorded in profit or loss or other comprehensive income (“OCI”). For investments in equity instruments that are not held for trading, this will depend on whether the group has made an irrevocable election at the time of initial recognition to account for the equity investment at fair value through other comprehensive income (“FVOCI”).

The Company reclassifies debt instruments when and only when its business model for managing those assets changes.

Recognition and derecognition

Regular way purchases and sales of financial assets are recognized on trade-date, the date on which the Company commits to purchase or sell the asset. Financial assets are derecognized when the rights to receive cash flows from the financial assets have expired or have been transferred and the Company has transferred substantially all the risks and rewards of ownership.

Measurement

At initial recognition, the Company measures a financial asset or financial liability at its fair value plus, in the case of a financial asset not at fair value through profit or loss (“FVTPL”), transactions costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at FVTPL are expensed in profit or loss. Financial assets with embedded derivatives are considered in their entirety when determining whether their cash flows are solely payment of principal and interest.

Financial liabilities

The Company classifies its financial liabilities into one of two categories, depending on the purpose for which the liability was incurred. The Company’s accounting policy for each category is as follows:

• Fair value through profit or loss - This category comprises of liabilities acquired or incurred principally for the purpose of selling or repurchasing it in the near term. They are carried in the statement of financial position at fair value with changes in fair value recognized through profit or loss.

8

FLOW METALS CORP. Notes to the Financial Statements For the years ended July 31, 2024 and 2023 (Expressed in Canadian dollars)

3. Significant Accounting Policies (continued)

• Amortized cost - This category includes accounts payable and accrued liabilities, due to related parties and lease liability, which are recognized at amortized cost using the effective interest method.

The Company derecognizes financial liabilities only when its obligations under the financial liabilities are discharged, cancelled or expired. Generally, the difference between the carrying amount of the financial liability derecognized and the consideration paid and payable, including any non-cash assets or liabilities assumed, is recognized in profit or loss.

Impairment

The Company assesses on a forward-looking basis the expected credit losses associated with its debt instruments carried at amortised cost and FVOCI. The impairment methodology applied depends on whether there has been a significant increase in credit risk.

(f) Loss Per Share

Basic earnings or loss per share is computed by dividing the earnings or loss for the period by the weighted average number of common shares outstanding during the relevant period. The treasury stock method is used for the calculation of diluted earnings or loss per share. Stock options, share purchase warrants, and other equity instruments are dilutive when the average market price of the common shares during the period exceeds the exercise price of the options, warrants and other equity instruments. When a loss has been incurred, basic and diluted loss per share is the same because the exercise of options and warrants would be anti-dilutive.

(g) Share Capital

The Company records proceeds from share issuances net of issue costs and any tax effects in shareholders’ equity. Common shares issued for consideration other than cash are valued based on their market value of assets or services received. If this value cannot be determined, the transactions is measured at the fair market value of the shares on the date the shares are issued. Common shares held by the Company are classified as treasury stock and recorded as a reduction to shareholders’ equity. Proceeds from unit placements are allocated between shares and warrants issued according to the residual method with proceeds being first allocated to share capital based on their market value at the date the agreement to issue shares was concluded.

9

FLOW METALS CORP. Notes to the Financial Statements For the years ended July 31, 2024 and 2023 (Expressed in Canadian dollars)

3. Significant Accounting Policies (continued)

(h) Stock-based compensation

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

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

In situations where equity instruments are issued to non-employees the transaction is measured at fair value of the goods or services received. If the value of goods or services received cannot be accurately determined, the transaction is measured at the fair value of the stock-based compensation.

• (i) Critical Accounting Judgments and Estimates

The preparation of financial statements in conformity with IFRS requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported revenues and expenses during the period. Although management uses historical experience and its best knowledge of the amount, events or actions to form the basis for judgments and estimates, actual results may differ from these estimates.

Critical Accounting Estimates

The following are the key estimates that may have a significant risk of resulting in a material adjustment in future periods.

Fair value estimates of equity instruments

The fair value of each stock option granted is estimated at the grant date using the BlackScholes option pricing model. The estimated life of the stock options and conversion at grant date is based on the expected life of the options and assumptions about the expected exercise pattern. Expected volatility of stock options is estimated based on the historical share prices of the Company. Forfeiture rates and dividend yields are estimated based on historical data.

Impairment of long-lived assets

The carrying value and the recoverability of long-lived assets, including mineral properties, are evaluated at each reporting date. Management assesses for indicators of impairment, which includes assessing whether facts or circumstances exist that suggest the carrying amount exceeds the recoverable amount.

If, after mineral property expenditures are capitalized, information becomes available suggesting that the carrying amount of the mineral properties may exceed its recoverable amount the Company carries out an impairment test at the cash-generating unit (“CGU”), or group of CGUs, level in the year the new information becomes available. If indicators of impairment exist, the recoverable amount of the asset is estimated in order to determine the extent of the impairment.

10

FLOW METALS CORP. Notes to the Financial Statements For the years ended July 31, 2024 and 2023 (Expressed in Canadian dollars)

3. Significant Accounting Policies (continued)

Critical Judgments Used in Applying Accounting Policies

Critical judgments exercised in applying accounting policies that have the most significant effect on the amounts recognized in the financial statements are as follows:

Determination of Going Concern Assumption

The preparation of these financial statements requires management to make judgments regarding the applicability of going concern assumption to the Company as discussed in Note 1.

Impairment of mineral properties

Assets or cash-generating units (“CGUs”) are evaluated at each reporting date to determine whether there are any indications of impairment. The Company considers both internal and external sources of information when making the assessment of whether there are indications of impairment for the Company’s mineral properties.

• (j) Leases

The Company assesses whether a contract is or contains a lease at inception of the contract. A lease is recognized as a right-of-use asset and corresponding liability at the commencement date. Each lease payment included in the lease liability is apportioned between the repayment of the liability and a finance cost.

Lease liabilities represent the net present value of fixed lease payments (including insubstance fixed payments); variable lease payments based on an index, rate, or subject to a fair market value renewal condition; amounts expected to be payable by the lessee under residual value guarantees, the exercise price of a purchase option if the lessee is reasonably certain to exercise that option, and payments of penalties for terminating the lease, if it is probable that the lessee will exercise that option.

The lease payments are discounted using the interest rate implicit in the lease or, if that rate cannot be determined, the lessee’s incremental borrowing rate. The period over which the lease payments are discounted is the expected lease term, including renewal and termination options that the Company is reasonably certain to exercise.

Payments associated with short-term leases and leases of low-value assets are recognized as an expense on a straight-line basis in general and administration and sales and marketing expense in the consolidated statement of comprehensive loss. Short term leases are defined as leases with a lease term of 12 months or less.

Right-of-use assets are measured at cost, which is calculated as the amount of the initial measurement of lease liability plus any lease payments made at or before the commencement date, any initial direct costs and related restoration costs. The right-ofuse assets are depreciated on a straight-line basis over the shorter of the lease term and the useful life of the underlying asset. The depreciation is recognized from the commencement date of the lease.

11

Notes to the Financial Statements For the years ended July 31, 2024 and 2023 (Expressed in Canadian dollars)

FLOW METALS CORP.

4. Mineral Properties

The Company’s mineral property interests are comprised of the following properties:

	New Brenda	Sixtymile	Total
	$	$	$
Balance at July 31, 2022	334,250	201,652	535,902
Additions	766	-	766
Advanced royalty payments	-	30,000	30,000
Balance July 31, 2023	335,016	231,652	566,668
Additions	693	600	1,293
Advanced royalty payments	-	30,000	30,000
Balance July31, 2024	335,709	262,252	597,961

During the year ended July 31, 2024, the Company incurred exploration expenditures as follows:

	New Brenda	Sixtymile	Total
	$	$	$
Assay / analytical	7,545	-	7,545
Field work	3,122	150	3,272
Geological (Note 6)	47,193	125	47,318
General labour	3,310	325	3,635
License and filing	-	3,780	3,780
Transport/travel	17,078	134	17,212
Total mineralproperty expenditures	78,248	4,514	82,762

During the year ended July 31, 2023, the Company incurred exploration expenditures as follows:

	New Brenda	Sixtymile	Total
	$	$	$
Assay / analytical	17,876	-	17,876
Field work	264	1,200	1,464
Geological (Note 6)	12,750	10,000	22,750
License and filing	-	1,470	1,470
Transport/travel	6,979	-	6,979
Total mineral property
expenditures	37,869	12,670	50,539

Sixtymile Property, Yukon Territory, Canada

On March 23, 2019, the Company signed an option agreement with three optionors to acquire a 100% interest in the Sixtymile Property located in Yukon Territory, Canada. For consideration, the Company paid $75,000 cash and issued 222,857 common shares of the Company with a fair value of $118,500.

12

FLOW METALS CORP. Notes to the Financial Statements For the years ended July 31, 2024 and 2023 (Expressed in Canadian dollars)

4. Mineral Properties (Continued)

With the completion of these payments, the Company has earned a 100% interest in the property (“Earn-In”) subject to a 3% net smelter return (“NSR”) royalty retained by the optionors. At any time, the Company shall have the option to acquire 2% of the 3% NSR by paying $1,000,000 per 1% to the optionors. In addition, the Company is required to pay an advance royalty of $30,000 to the optionors one year following the Earn-In and annually thereafter on the Earn-In anniversary date, until the mineral claims are in commercial production which the advance royalty payments shall be deducted from the Optionors’ share of the NSR. The Company can elect to issue common shares in substitution for such cash payment at a deemed value equal to the most recent closing price of the Company’s shares on the Canadian Securities Exchange (“CSE”).

Advanced Royalty Payments

Starting March 23, 2023, the Company is required to pay an advance royalty of $30,000 to the optionors one year following the Earn-In and annually thereafter on the Earn-In anniversary date, until the mineral claims are in commercial production which the advance royalty payments shall be deducted from the Optionors’ share of the NSR.

During March 2023, the Company paid $15,000 advanced royalty payment debts pursuant to the Sixtymile property in cash payments, and the Company settled the balance of $15,000 advanced royalty payments for the Sixtymile property by issuing 136,500 common shares at a fair value of $0.11 per share.

During March 2024, the Company settled the $30,000 advanced royalty payments for the Sixtymile property by issuing 399,999 common shares at a fair value of $0.075 per share.

Continuation schedule of advanced royalty payments made:

			Sixty Mile
			Property
Balance	at July 31, 2022		-
Addition	– Cash
March	2023	$	15,000
Addition	– Shares
March	2023 – 136,500 shares		15,000
Balance	at July 31, 2023	$	30,000
Addition	– Shares
March	2024 – 399,999 shares		30,000
Balance	at July31, 2024	$	60,000

13

FLOW METALS CORP. Notes to the Financial Statements For the years ended July 31, 2024 and 2023 (Expressed in Canadian dollars)

4. Mineral Properties (Continued)

New Brenda Property, British Columbia, Canada

i) On September 17, 2018, the Company acquired the 100% of the New Brenda Property from Go Metals Corp. valued at $326,000. The New Brenda Property is comprised of 15 contiguous mineral claims located in South Central British Columbia in the traditional territory of the West Bank First Nation.

During the year ended July 31, 2019, the Company issued 158,331 common shares valued at $4,750 to shareholders of Go Metals upon exercise of Go Metals’ stock options and warrants, which has been capitalized to the New Brenda Property.

ii) On June 9, 2020, the Company has entered into a purchase and sale agreement with an arm’s length party and acquired the Old Gorilla mining claim located within the New Brenda property borders. The Old Gorilla claim is in proximity to the historical and 2019 trenching targets. To acquire the Old Gorilla claim, the Company issued 7,000 common shares with a fair value of $3,500.

5. Share Capital

• (a) Authorized

Unlimited number of common shares without par value.

• (b) Issued and Outstanding

As at July 31, 2024, the Company had 9,349,585 (2023 - 8,749,587) shares outstanding.

• (i) Shares issued during the period ended July 31, 2024

On March 21, 2024, the Company issued 399,999 common shares with a fair value of $30,000 pursuant to the mineral property acquisition option agreement of the Sixtymile property (Note 4).

On March 21, 2024, the Company entered into debt settlement agreements and issued 153,333 and 46,666 common shares to the director and the CEO of the Company, respectively, for a total fair value of $15,000 (Note 6).

The Company received $50,000 on subscriptions for shares issued subsequent to the year ended July 31, 2024 (Note 11).

• (ii) Shares issued during the year ended July 31, 2023

On March 24, 2023, the Company issued 136,500 common shares with a fair value of $15,000 pursuant to the mineral property acquisition option agreement of the Sixtymile property (Note 4).

On October 21, 2022, the Company completed a non-brokered private placement of 5,178,999 units issued at a price of $0.07 per unit for gross proceeds of $362,530. Each unit is comprised of one common share and one-half of one transferable share purchase warrant. Each warrant will entitle the holder thereof to acquire one additional share at a price of $0.15 for a period of two years from the date of issuance.

14

FLOW METALS CORP. Notes to the Financial Statements For the years ended July 31, 2024 and 2023 (Expressed in Canadian dollars)

5. Share Capital (Continued)

• (c) Warrants

	Year ended	Year ended	Year ended	Year ended
	July 31,	2024	July 31,	2023
		Weighted		Weighted
	Number of	Average	Number of	Average
	Warrants	Exercise	Warrants	Exercise
		Price		Price
Opening	3,979,081	$ 0.58	1,789,581	$ 1.22
Issued	-	-	2,589,500	0.15
Expired	(1,389,581)	1.37	(400,000)	0.70
Ending	2,589,500	$ 0.15	3,979,081	$0.58

As at July 31, 2024, the Company had the following warrants outstanding:

Numberof warrants	Exercise price ($)	Expiry date
2,589,500	0.15	October 21, 2024
2,589,500	0.15

The weighted average remaining life of outstanding warrants as at July 31, 2024 is 0.22 (2023 - 0.89) years.

(d) Stock Options

The Company grants stock options to directors, officers, employees and consultants and affiliate or any person deemed suitable by the board of directors, pursuant to its Incentive Share Option Plan (the “Plan”). The number of options that may be issued under the Plan is limited to no more than 20% of the Company’s issued and outstanding shares on the grant date. Options issued under the Plan vest immediately and must have a term equal to or less than five years and exercise price equal to or greater than market price on grant date.

	Year ended,	Year ended,	Year ended,	Year ended,
	July 31,	2024	July 31, 2023
		Weighted		Weighted
	Number of	Average	Number of	Average
	Options	Exercise	Options	Exercise
		Price		Price
Opening	850,000	$ 0.160	80,000	$ 1.00
Granted	700,000	$ 0.055	850,000	$ 0.16
Expired	-	-	(80,000)	$ 1.00
Ending	1,550,000	$ 0.113	850,000	$ 0.16
Exercisable	1,550,000	$0.113	850,000	$0.16

15

FLOW METALS CORP. Notes to the Financial Statements For the years ended July 31, 2024 and 2023 (Expressed in Canadian dollars)

5. Share Capital (Continued)

As at July 31, 2024, the Company had the following stock options outstanding:

Number of options	Exerciseprice	Expirydate
150,000	$0.160	December 30, 2024
700,000	$0.160	June 9, 2025
700,000	$0.055	May 2, 2026
1,550,000	$0.113

The weighted average grant date fair value of options granted during the period ended July 31, 2024 was $0.03 (2023 - $0.09). The weighted average remaining life of outstanding stock options as at July 31, 2024 is 1.21 (2023 – 1.86) years.

On May 2, 2024, the Company granted 700,000 stock options to directors and consultants. The stock options, exercisable to acquire common shares of the Company at a price of $0.055 for a period of 2 years from grant and vested on grant.

On June 9, 2023, the Company granted 850,000 stock options to directors’ officers and consultants. The stock options are exercisable to acquire common shares of the Company at a price of $0.16 for a period of 2 years from grant and vested on grant.

The fair value of stock options granted were $23,036 (2023 - $79,363) which was estimated using the Black-Scholes option pricing model using the following assumptions:

	2024	2023
Risk free interest rate	4.19%	4.36%
Expected life (in years)	2.00	2.00
Expected volatility	114%	110%
Dividend yield	-	-
Forfeiture rate	0%	0%

The expected volatility assumption is based on the historical share price of the Company. The risk-free interest rate assumption is based on yield curves on Canadian government zero-coupon bonds with a remaining term equal to the stock options’ expected life. The Company uses historical data to estimate option exercise, forfeiture and employee termination within the valuation model. The Company has not paid and does not anticipate paying dividends on its share capital.

16

FLOW METALS CORP. Notes to the Financial Statements For the years ended July 31, 2024 and 2023 (Expressed in Canadian dollars)

6. Related Party Transactions

During the years ended July 31, 2024 and 2023, the Company had the following transactions:

			July 31,		July 31,
Relationship	Purpose of Transaction		2024		2023
Company controlled
by Scott Sheldon,
CEO, Director	Management fees		$102,000		$102,000
Director – Don
Sheldon	Management fees		-		28,500
Company controlled
by Harley Slade a	Geological consulting
director	fees and exploration		16,735		-
Company controlled
by Adrian Smith a	Geological consulting
former director	fees and exploration		-		10,000
	Share-based
Directors and officers	compensation		21,391		60,690
		$	140,126	$	201,190

All related party transactions are in the normal course of operations and have been measured at the agreed to amounts, which is the amount of consideration established and agreed to by the related parties.

As at July 31, 2024, the Company had an amount owing of $296,275 (2023- $198,100) and a loan payable of $Nil (2023 - $100) to the Chief Executive Officer of the Company. This amount is non-interest bearing, unsecured and repayable on demand.

As at July 31, 2024, the Company had an amount owing of $10,459 (2023- $Nil) to a company managed by a director of the Company. This amount is non-interest bearing, unsecured and repayable on demand.

As at July 31, 2024, the Company had an amount owing of $Nil (2023 - $63,890) to Go Metals Corp. (“Go Metals”), a company with common management and directors. This amount was non-interest bearing, unsecured and repayable on demand. During the year ended July 31, 2024, Go Metals forgave the debt and the Company recorded a gain on write off of accounts payable of $63,890.

On March 21, 2024, the Company entered into debt settlement agreements and issued 153,333 and 46,666 common shares to the director and the CEO of the Company, respectively, for a total fair value of $15,000 (Note 5).

17

FLOW METALS CORP. Notes to the Financial Statements For the years ended July 31, 2024 and 2023 (Expressed in Canadian dollars)

7. Financial Instruments

• (a) Classification of Financial Instruments

The Company has classified its financial instruments as follows:

	July 31,	July 31,
	2024	2023
	$	$
Financial assets, measured at amortized cost:
Cash and cash equivalents	70,253	190,120
	70,253	190,120
Financial liabilities, measured at amortized cost:
Accounts payable and accrued liabilities	26,635	27,044
Due to related parties	306,734	262,090
	333,369	289,134

(b) Fair Values

The Company has classified fair value measurements of its financial instruments using a fair value hierarchy that reflects the significance of inputs used in making the measurements as follows:

• Level 1: Valuation based on quoted prices (unadjusted) in active markets for identical assets or liabilities;

• Level 2: Valuations based on directly or indirectly observable inputs in active markets for similar assets or liabilities, other than Level 1 prices, such as quoted interest or currency exchange rates; and

• Level 3: Valuations based on significant inputs that are not derived from observable market data, such as discounted cash flow methodologies based on internal cash flow forecasts.

• As at July 31, 2024, the fair values of cash and cash equivalents, accounts payable and accrued liabilities and due to related parties approximate their carrying values due to the relatively short-term maturity of these instruments.

(c) Liquidity Risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company currently settles its financial obligations out of cash. The ability to do this relies on the Company raising equity financing in a timely manner and by maintaining sufficient cash in excess of anticipated needs. Management and the Board of Directors are actively involved in the review, planning and approval of significant expenditures and commitments. As at July 31, 2024, the Company had a cash of $70,253 (2023 - $190,120) to settle current liabilities of $333,369 (2023 - $289,134).

18

FLOW METALS CORP. Notes to the Financial Statements For the years ended July 31, 2024 and 2023 (Expressed in Canadian dollars)

7. Financial Instruments (Continued)

(d) Credit Risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations. As at July 31, 2024, the Company’s credit risk is limited to the carrying amount on the statement of financial position arising from the Company’s cash and cash equivalents.

Cash and cash equivalents consist of cash and guaranteed investment certificates held in Canadian financial institutions from which management believes the risk of loss to be remote. The guaranteed investment certificates have a maturity date of May 30, 2025 and an interest rate of prime less 2.95%.

(e) Price Risk

The Company is exposed to price risk with respect to commodity prices. The Company’s ability to raise capital to fund exploration and development activities is subject to risks associated with fluctuations in the market price of commodities. The Company is not exposed to any significant price risk at July 31, 2024.

(f) Interest rate risk

Interest rate risk is the risk 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 expose the Company to cash flow interest rate risk. The Company does not hold any financial liabilities with variable interest rates. The Company is not subject to significant interest rate risk.

• (g) Foreign currency exchange rate risk

The Company currently has no significant operations denominated in foreign currencies and is not exposed to significant foreign currency exchange rate risk.

8. Capital Management

The Company defines its capital as cash and equity comprised of issued share capital and deficit. The Company manages its capital structure and makes adjustments to it, based on the funds available to the Company, in order to support the acquisition and exploration and development of mineral properties. The Board of Directors does not establish quantitative return on capital criteria for management, but rather relies on the expertise of the Company’s management to sustain future development of the business. The properties in which the Company currently has an interest are in the exploration stage. As such, the Company has historically relied on the equity markets to fund its activities. In addition, the Company is dependent upon external financings to fund activities. In order to carry out planned exploration and pay for administrative costs, the Company will need to raise additional funds. The Company will continue to assess new properties and seek to acquire an interest in additional properties if it feels there is sufficient geologic or economic potential and if it has adequate financial resources to do so. Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable. There have been no changes in the Company’s approach to capital management during the year. The Company is not subject to externally imposed capital requirements as at July 31, 2024.

19

FLOW METALS CORP. Notes to the Financial Statements For the years ended July 31, 2024 and 2023 (Expressed in Canadian dollars)

9. Segmented Information

The Company operates in one reportable operating segment, being the acquisition and exploration of mineral properties in Canada. As the operations comprise a single reporting segment, amounts disclosed also represent segment amounts. All long-term assets of the Company are located in Canada.

10. Income Taxes

The income taxes shown in the statements of loss and comprehensive loss differ from the amounts obtained by applying statutory rates to the loss before income taxes due to the following:

	2024	2023
Statutory tax rate	27.00%	27.00%
Loss before income taxes	$ (254,800)	$(364,339)
Expected income tax (recovery)	(68,796)	(98,372)
Increase (decrease) in income tax recovery resulting from:
Items deductible and not deductible for tax	6,454	28,726
purposes
True up (down) of prior year difference	(11,064)	27,031
Current and prior tax attributes not recognized	73,406	42,615
Deferred income tax recovery	$-	$-

Details of deferred tax assets are as follows:

	2024	2023
Non-capital losses	$ 279,385	$ 210,914
Resource expenditures	257,387	248,687
Share issuance costs and others	3,532	7,297
	540,304	466,898
Less: Unrecognized deferred tax assets	(540,304)	(466,898)
	$-	$-

The Company has approximately $1,035,000 of non-capital losses available, which begin to expire in 2038 through to 2044 and may be applied against future taxable income. The Company also has approximately $1,551,000 of exploration and development costs which are available for deduction against future income for tax purposes. At July 31, 2024, the net amount which would give rise to a deferred income tax asset has not been recognized as it is not probable that such benefit will be utilized in the future years.

20

FLOW METALS CORP. Notes to the Financial Statements For the years ended July 31, 2024 and 2023 (Expressed in Canadian dollars)

11. Subsequent events

On August 23, 2024, the Company issued 3,300,000 common shares at a price of $0.05 per common share for gross proceeds of $165,000. The Company paid a finder’s fee of $1,200 and issued 24,000 non-transferable common share purchase warrants as finder’s warrants. Each finder’s warrant will entitle the holder thereof to acquire one common share of the Company at a price of $0.065 for a period of twelve months from the date of closing.

On October 21, 2024, 2,589,500 warrants exercisable at $0.15 expired unexercised.

On November 5, 2024, the Company issued 222,222 common shares at a price of $0.09 per common share for gross proceeds of $20,000.

21