FLUENT — Interim / Quarterly Report 2023

Dec 22, 2022

IMAGINE LITHIUM INC.

(formerly INFINITE ORE CORP.)

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED OCTOBER 31, 2022 AND 2021

EXPRESSED IN CANADIAN DOLLARS

Registered Head Office 1240 – 789 West Pender Street Vancouver, BC V6C 1H2

Notice of No Auditor Review of Condensed Interim Consolidated Financial Statements

Under National Instrument 51-102, Part 4, subsection 4.3(3) (a), if an auditor has not performed a review of the interim financial statements; they must be accompanied by a notice indicating that the financial statements have not been reviewed by an auditor. The accompanying unaudited condensed interim consolidated financial statements of the Company have been prepared by management and approved by the Audit Committee and Board of Directors of the Company. The Company's independent auditor has not performed a review of these financial statements in accordance with the standards established by Chartered Professional Accountants of Canada for a review of interim financial statements by an entity's auditor.

IMAGINE LITHIUM INC. (formerly INFINITE ORE CORP. ) CONDENSED INTERIM CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (UNAUDITED, EXPRESSED IN CANADIAN DOLLARS) AS AT,

	October 31,2022	January 31,2022
ASSETS
Current
Cash and cash equivalents	$1,839,205	$4,712,565
Marketable securities (Note 5)	1,000,000	110,000
Commodity tax recoverable	124,142	16,372
Subscription receivable	-	16,000
Prepaids and other current assets	4,956	18,934
	2,968,303	4,873,871
Exploration and evaluation assets(Note 6)	8,006,945	8,132,997
	$10,975,248	$13,006,868
LIABILITIES AND SHAREHOLDERS' EQUITYCurrentAccounts payable and accrued liabilities (Notes 7 & 11)Flow-through premium liability (Notes 8 & 10)	$265,129-	$91,284162,505
	265,129	253,789
Shareholders' Equity
Share capital (Note 8)	31,145,743	30,805,039
Share-based payment reserve (Note 8)	4,494,772	4,304,086
Deficit	(24,930,396)	(22,356,046)
	10,710,119	12,753,079
	$10,975,248	$13,006,868
Natureof Operationsand Going Concern (Note 1)

Commitments and Contingencies (Note 10) Subsequent events (Note 12)

Approved on behalf of the Board of Directors:

"Michael England", Director "Jonathan Gagne", Director

IMAGINE LITHIUM INC. (formerly INFINITE ORE CORP.) CONDENSED INTERIM CONSOLIDATED STATEMENTS OF LOSS AND COMPREHENSIVE LOSS (UNAUDITED, EXPRESSED IN CANADIAN DOLLARS) FOR THE THREE AND NINE MONTHS ENDED OCTOBER 31,

	Three Months ended October 31,			NineMonths ended October 31,
		2022		2021		2022		2021
OPERATING EXPENSES
Consulting and management fees (Note 11)	$	91,585	$	80,399	$	274,578	$	242,992
Professional fees		9,858		26,373		55,094		90,011
Office and administration (Note 11)		15,859		19,333		38,345		65,329
Shareholder communication and promotion		25,000		2,000		47,787		22,466
Transfer agent and filing fees		11,262		7,261		37,261		39,557
Travel and accommodation		2,166		-		11,931		3,268
Share-based compensation		175,600		-		204,200		-
		(331,330)		(135,366)		(669,196)		(463,623)
Flow-through recovery (Notes 8 & 10)		-		-		162,505		-
Gain (loss) on sale of exploration and evaluation asset (Note 6)		-		-		(1,901,659)		121,500
Realized losson marketable securities (Note 5)		-		23,805		-		23,805
Unrealized losson marketable securities (Note 5)		(34,000)		102,630		(166,000)		63,383
NET LOSS AND COMPREHENSIVE LOSS FOR THE PERIOD	$	(365,330)	$	(8,931)		$ (2,574,350)	$	(254,935)
BASIC AND DILUTED LOSS PER COMMON SHARE	$	(0.00)		$(0.00)	$	(0.01)	$	(0.00)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
–BASIC AND DILUTED		215,898,347		132,842,392		214,988,238		131,503,146

IMAGINE LITHIUM INC. (formerly INFINITE ORE CORP.) CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (UNAUDITED, EXPRESSED IN CANADIAN DOLLARS)

			Share-based payment		Total shareholders'
	Number of shares	Share capital	reserve	Deficit	equity
Balance, January 31, 2021	126,582,035$	24,022,320$	4,582,988	$ (21,858,173)	$6,747,135
Shares issued for exploration and evaluation assets	1,800,000	163,000	-	-	163,000
Shares issued on exercise of warrants	3,763,135	388,985	(55,798)	-	333,187
Shares issued on exercise of options	375,000	41,113	(17,113)		24,000
Net loss for the period	-	-	-	(254,935)	(254,935)
Balance, October 31, 2021	132,520,170	24,615,418	4,510,077	(22,113,108)	7,012,387
Private placements	56,000,000	3,527,820	-	-	3,527,820
Share issuance costs - cash	-	(47,875)	-	-	(47,875)
Flow-through share premium	-	(167,820)	-	-	(167,820)
Shares issued for exploration and evaluation assets	6,000,000	805,000	-	-	805,000
Shares issued on exercise of warrants	16,211,848	1,753,608	(72,303)	-	1,681,305
Shares issued on exercise of options	2,370,000	318,888	(133,688)		185,200
Net loss for the period	-	-	-	(242,938)	(242,938)
Balance, January 31, 2022	213,102,018	30,805,039	4,304,086	(22,356,046)	12,753,079
Shares issued on exercise of warrants	1,193,012	164,564	(13,514)	-	151,050
Shares issued for exploration and evaluation assets	1,958,000	176,140	-	-	176,140
Stock-based compensation	-	-	204,200	-	204,200
Net loss for the period	-	-	-	(2,574,350)	(2,574,350)
Balance, October 31, 2022	216,253,030$	31,145,743$	4,494,772	$ (24,930,396)	$10,710,119

IMAGINE LITHIUM INC. (formerly INFINITE ORE CORP.) CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED, EXPRESSED IN CANADIAN DOLLARS) FOR THE NINE MONTHS ENDED OCTOBER 31,

	2022	2021
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the period	$(2,574,350)	$(254,935)
Items not affecting cash:
Reversal of flow-through premium	(162,505)	-
Unrealized loss(gain)on marketable securities	166,000	(63,383)
Loss (gain)on sale of exploration and evaluation asset	1,901,659	(121,500)
Share-based compensation	204,200	-
Change in non-cash working capital items:
Commoditytax recoverable	(107,770)	12,663
Subscription receivable	16,000	-
Prepaid and other current assets	13,978	13,051
Accounts payable and accrued liabilities	173,845	153,420
Cash flows used in operating activities	(368,943)	(284,489)
CASH FLOWS FROM INVESTING ACTIVITIES
Exploration and evaluation asset expenditures	(2,830,467)	(1,209,994)
Proceeds from sale of exploration and evaluation asset	175,000	118,384
Cash flows used in investing activities	(2,655,467)	(1,091,610)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from warrants exercised	151,050	333,187
Proceeds from options exercised	-	24,000
Cash flows provided by financing activities	151,050	357,187
CHANGE IN CASH AND CASH EQUIVALENTS DURING THE PERIOD	(2,873,360)	(1,018,912)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	4,712,565	1,056,901
CASH AND CASH EQUIVALENTS, END OF PERIOD	$1,839,205	$37,989
SUPPLEMENTAL INFORMATION
Shares issued for interest in exploration and evaluation assets	$176,140	$163,000
Marketable securities received on slae of exploration and evaluation assets	$1,056,000	$-
Fair value allocation –broker warrants exercised	$-	$55,798
Fair value allocation –options exercised	$-	$17,113

1. NATURE OF OPERATIONS AND GOING CONCERN

Imagine Lithium Inc. (formerly Infinite Ore Corp.) (the "Company") is incorporated under the Business Corporations Act of British Columbia.

The Company is a mineral exploration company focused on acquiring and exploring exploration and evaluation assets in North America.

These condensed interim consolidated financial statements have been prepared with the assumption that the Company will be able to realize its assets and discharge its liabilities in the normal course of business rather than through a process of forced liquidation for the foreseeable future. The operations of the Company were primarily funded by the issue of share capital and loans. The continued operations of the Company are dependent on its ability to develop a sufficient financing plan, receive continued financial support from related parties, complete sufficient public equity financing, or generate profitable operations in the future. These condensed interim consolidated financial statements do not include any adjustments to the amounts and classification of assets and liabilities that might be necessary should the Company be unable to continue in business.

As at October 31, 2022, the Company had working capital of $3,927,457, recorded a net loss of $2,574,350 for the period ended, and had accumulated a total deficit of $24,930,396. The Company is in the business of exploring for minerals that by its nature involves a high degree of risk. There can be no assurance that current exploration programs will result in profitable mining operations. The recoverability of the carrying value of the exploration and evaluation assets and the Company's continued existence is dependent upon the preservation of its interest in the underlying properties, the discovery of economically recoverable reserves, the achievement of profitable operations, the ability of the Company to obtain financing or, alternatively, upon the Company's ability to dispose of its interest on an advantageous basis. The Company will need to raise additional funds to further its exploration and development programs. These material uncertainties may cast significant doubt upon the Company's ability to continue as a going concern.

In March 2020, the World Health Organization declared coronavirus COVID-19 a global pandemic. This contagious disease outbreak, which has continued to spread, and any related adverse public health developments, has adversely affected workforces, economies, and financial markets globally, potentially leading to an economic downturn. It is not possible for the Company to predict the duration or magnitude of the adverse results of the outbreak and its effects on the Company's business or ability to raise funds. Management believes it has sufficient funding to continue operations for at least one year.

2. SIGNIFICANT ACCOUNTING POLICIES

Basis of compliance

These condensed interim consolidated financial statements of Imagine Lithium Inc. and its subsidiaries have been prepared in accordance with IAS 34, Interim Financial Reporting. These condensed interim consolidated financial statements do not include all notes of the type normally included within the annual financial report and should be read in conjunction with the audited consolidated financial statements of the Company for the year ended January 31, 2022 and 2021, which has been prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board.

The policies applied in the condensed interim consolidated financial statements are presented below and are based on IFRS issued and outstanding as of December 22, 2022, the date the Board of Directors approved the condensed interim consolidated financial statements.

2. SIGNIFICANT ACCOUNTING POLICIES (continued)

Basis of consolidation

These condensed interim consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Alix resources de Mexico S.A. de C.V and Exploradora Cobre de Banconoras de R.L.C.V. companies incorporated under the laws of Mexico. At October 31, 2022, the principal activity of the Company's subsidiaries was that of holding companies. Control exists when the Company has the power, directly or indirectly, to govern the financial and operating policies of an entity as to obtain benefits from its activities. All inter-company balances have been eliminated upon consolidation.

Use of estimates and judgments

The preparation of the condensed interim consolidated financial statements in conformity with IFRS requires management to make estimates, judgments and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected.

(i) Critical accounting estimates

Critical accounting estimates are estimates and assumptions made by management that may result in a material adjustment to the carrying amount of assets and liabilities within the next financial year and are, but are not limited to, the following:

The carrying value and the recoverability of exploration and evaluation assets - Management has determined that exploration and evaluation costs incurred which were capitalized may have future economic benefits and may be economically recoverable. Management uses several criteria in its assessments of economic recoverability and probability of future economic benefits including geologic and other technical information, scoping and feasibility studies, accessibility of facilities and existing permits.

Share-based compensation - The fair value of stock options issued are subject to the limitation of the Black-Scholes option pricing model which incorporates market data and which involves uncertainty and subjectivity in estimates used by management in the assumptions. Changes in the input assumptions can materially affect the fair value estimate of stock options.

Recovery of deferred tax assets - Judgment is required in determining whether deferred tax assets are recognized in the statement of financial position. Deferred tax assets, including those arising from unutilized tax losses, require management to assess the likelihood that the Company will generate taxable earnings in future periods, in order to utilize recognized deferred tax assets. Estimates of future taxable income are based on forecast cash flows from operations and the application of existing tax laws in each jurisdiction. To the extent that future cash flows and taxable income differ significantly from estimates, the ability of the Company to realize the net deferred tax assets recorded at the date of the consolidated statement of financial position could be impacted.

Additionally, future changes in tax laws in the jurisdictions in which the Company operates could limit the ability of the Company to obtain tax deductions in future periods.

The Company has not recorded any deferred tax assets.

2. SIGNIFICANT ACCOUNTING POLICIES (continued)

Use of estimates and judgments (continued)

Decommissioning restoration provision - The provision for decommissioning and restoration provision represents management's best estimate of the present value of the future cash outflows required to settle the liability. The provision reflects estimates of future costs, inflation, and assumptions of risks associated with the future cash outflows, and the applicable risk-adjusted discount rate for the discounting future cash outflows. Changes in the above factors can result in a change to the provision recognized by the Company. Changes to the restoration and decommissioning costs are recorded with a corresponding change to the carrying amount of the related mining property. Adjustments to the carrying amounts of the related mineral property can result in a change to future depletion expenses.

As of October 31, 2022, the Company has no decommissioning and restoration provision.

(ii) Critical accounting judgments

Information about critical judgments in applying accounting policies that have the most significant effect on the amounts recognized in the condensed interim consolidated financial statements are, but are not limited to, the following:

Determination of functional currency - In accordance with IAS 21, "The Effects of Changes in Foreign Exchange Rates" management determined that the functional currency of the parent Company as well as the Company's subsidiaries is the Canadian dollar.

3. CAPITAL MANAGEMENT

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 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. Management considers the Company's capital structure to primarily consist of the components of shareholders' equity.

The properties in which the Company currently has an interest are in the exploration stage; as such the Company is dependent on external financing to fund its activities. In order to carry out the planned exploration and pay for administrative costs, the Company will spend its existing working capital and raise additional amounts as needed.

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 were no changes in the Company's approach to capital management during the period ended October 31, 2022. Neither the Company nor its subsidiaries are subject to externally imposed capital requirements.

4. FINANCIAL RISK FACTORS

The carrying value of cash and cash equivalents, marketable securities, and accounts payable and accrued liabilities approximated their fair value because of the short-term nature of these instruments.

Financial instruments measured at fair value on the condensed interim consolidated statements of financial position are summarized in levels of fair value hierarchy as follows:

	Level 1	Level 2	Level 3	Total
Assets
Cash and cash equivalents	$1,839,205	$-	$-	$1,839,205
Marketable securities	$1,000,000	$-	$-	$1,000,000

The Company's risk exposures and the impact on the Company's financial instruments are summarized below:

Credit risk

The Company's credit risk is primarily attributable to cash and cash equivalents, and commodity tax recoverable. Cash and cash equivalents are held in large financial institutions. Commodity tax recoverable is due from a government agency.

Liquidity risk

The Company's approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when due. The Company's financial liabilities have contractual maturities of less than 30 days and are subject to normal trade terms. The Company is exposed to liquidity risk.

Market risk

(a) Interest rate risk

The Company is currently in a positive working capital position and some of its accounts payable and accrued liabilities are subject to interest on unpaid balances.

(b) Foreign currency risk

The Company's functional currency is the Canadian dollar and major purchases are transacted in Canadian dollars. The Company funds certain operations, exploration and administrative expenses in the United States on a cash call basis using US dollar currency converted from its Canadian dollar bank accounts held in Canada. The Company has limited foreign currency exposure.

(c) Price risk

The Company is exposed to price risk with respect to commodity prices. The Company closely monitors commodity prices to determine the appropriate course of action to be taken by the Company.

5. MARKETABLE SECURITIES

Walker Lane Exploration Inc.

As at October 31, 2022, the Company holds 61,000 (January 31, 2022 – 61,000) shares of Walker Lane Exploration Inc. The market value of the remaining shares at October 31, 2022 was $nil (January 31, 2022 – $nil).

The valuation of the remaining shares at October 31, 2022 resulted in an unrealized loss of $nil (January 31, 2022 – $1,842) for the period ended October 31, 2022.

Jourdan Resources Ltd.

During the year ended January 31, 2022, the Company received 4,500,000 common shares of Jourdan Resources Ltd. ("Jourdan") valued at $202,500 in settlement of the sale of LaCorne Property (Note 6).

As at October 31, 2022 the Company holds 2,000,000 (January 31, 2022 – 2,000,000) shares of Jourdan. The market value of the shares at October 31, 2022 was $150,000 (January 31, 2022 – $110,000) and recorded an unrealized gain of $40,000 (January 31, 2022 – a gain of $20,000) for the period ended October 31, 2022.

Pegasus Resources Inc.

During the period ended October 31, 2022, the Company received 5,000,000 common shares of Pegasus Resources Inc. ("Pegasus") valued at $300,000 in settlement of the sale of Eastern Vision Properties (Note 6).

As at October 31, 2022 the Company holds 5,000,000 (January 31, 2022 – nil) shares of Pegasus. The market value of the shares at October 31, 2022 was $150,000 (January 31, 2022 – $nil) and recorded an unrealized loss of $150,000 (January 31, 2022 – $nil) for the period ended October 31, 2022.

Trillium Gold Mines Inc.

During the period ended October 31, 2022, the Company received 2,800,000 common shares of Trillium Gold Mines Inc. ("Trillium") valued at $756,000 in settlement of the sale of Eastern Vision Properties (Note 6).

As at October 31, 2022 the Company holds 2,800,000 (January 31, 2022 – nil) shares of Trillium. The market value of the shares at October 31, 2022 was $700,000 (January 31, 2022 – $nil) and recorded an unrealized loss of $56,000 (January 31, 2022 – $nil) for the period ended October 31, 2022.

6. EXPLORATION AND EVALUATION ASSETS

PeriodEndedOctober 31, 2022	FredartProperty	JackpotProperty	EasternVisionProperty	NorthBuffyLakeProperty	Dixie 3 &Ben LakeProperties	DixieTen-MileProperties	NorthernVisionProperty	GarnetLakeProperty	Total
Acquisition Costs:
Balance, beginning of period	$272,500	$1,393,625	$79,500	$100,000	$310,000	$165,000	$31,150	$345,000	$2,696,775
Cash	10,000	-	-	-	-	-	-	150,000	160,000
Shares	90,000	640	18,000	-	-	45,000	22,500	-	176,140
Balance, end of period	372,500	1,394,265	97,500	100,000	310,000	210,000	53,650	495,000	3,032,915
Deferred Exploration Costs:
Balance, beginning of period	498,354	3,954,315	57,870	-	113,848	740,979	-	70.856	5.436.222
Assays	-	37,257	-	-	-	-	-	-	37,257
Drilling	-	1,528,123	-	-	-	-	-	-	1,528,123
Field work	201	369,331	-	-	-	-	-	-	369,532
Geological consulting	3,000	551,873	5,900	-	-	-	-	3,000	563,773
Travel	-	171,781	-	-	-	-	-	-	171,781
Balance, end of period	501,555	6,612,680	63,770	-	113,848	740,979	-	73,856	8,106,688
Sale of exploration and evaluation assets	(874,055)	-	(161,270)	(100,000)	(423,848)	(950,979)	(53,650)	(568,856)	(3,132,658)
Total	$-	$8,006,945	$-	$-	$-	$-	$-	$-	$ 8,006,945

Year EndedJanuary 31, 2022	FredartProperty	JackpotProperty	EasternVisionProperty	NorthBuffyLakeProperty	Dixie 3 &Ben LakeProperties	DixieTen-MileProperties	NorthernVisionProperty	LaCorneProperty	GarnetLakeProperty	Total
Acquisition Costs:
Balance, beginning of year	$150,000	$468,125	$79,500	$100,000	$310,000	$102,500	$8,650	$68,969	$140,000	$1,427,744
Cash	70,000	225,000	-	-	-	-	-	-	75,000	370,000
Shares	52,500	700,500	-	-	-	62,500	22,500	-	130,000	968,000
Balance, end of year	272,500	1,393,625	79,500	100,000	310,000	165,000	31,150	68,969	345,000	2,765,744
Deferred Exploration Costs:
Balance, beginning of year	440,294	3,588,637	20,750	-	93,208	85,158	-	12,031	21,250	4,261,328
Assays	-	608	-	-	-	34,558	-	-	-	35,166
Drilling	-	-	-	-	-	519,380	-	-	-	519,380
Field work	21,483	328,063	23,120	-	-	11,306	-	-	27,616	411,588
Geological consulting	36,577	19,642	14,000	-	20,640	72,940	-	-	21,990	185,789
Travel	-	17,365	-	-	-	17,637	-	-	-	35,002
Balance, end of year	498,354	3,954,315	57,870	-	113,848	740,979	-	12,031	70,856	5,448,253
Shares received	-	-	-	-	-	-	-	(81,000)	-	(81,000)
Total	$770,854	$5,347,940	$137,370	$100,000	$423,848	$905,979	$31,150	$-	$415,856	$8,132,997

Fredart Property, Ontario, Canada

During the year ended January 31, 2021, the Company entered into an option agreement with an arms-length vendor to acquire an 80% interest in the Fredart property located in the Red Lake District, Ontario for the following consideration:

Cash payments

• i) cash payment of $30,000 on or before the date that is 5 business days after TSX-V Exchange approval date (paid);
• ii) cash payment of $50,000 on or before the date that is 6 months after the TSX-V Exchange approval date (paid); and
• iii) cash payment of $70,000 on or before the date that is 12 months after the TSX-V Exchange approval date (paid).

Share issuance

• i) issuance of 750,000 shares on or before the date that is 5 business days after the TSX-V Exchange approval date (issued and valued at $60,000);
• ii) issuance of 750,000 shares on or before the date that is 12 months after the TSX-V Exchange approval date (issued and valued at $52,500); and
• iii) issuance of 1,000,000 shares on or before the date that is 24 months after the TSX-V Exchange approval date.

Exploration expenditures

• i) incur exploration expenditures of $300,000 on or before the date that is 12 months after TSX-V Exchange approval date (incurred);
• ii) incur exploration expenditures of $300,000 on or before the date that is 24 months after the TSX-V Exchange approval date (incurred); and
• iii) incur exploration expenditures of $400,000 on or before the date that is 36 months after the TSX-V Exchange approval date.

The vendor retains a 1.0% to 1.5% Net Smelter Return ("NSR") royalty.

Jackpot Property, Ontario, Canada

During the year ended January 31, 2017, the Company entered into an option agreement, subsequently amended, to acquire a 100% interest in the Jackpot Property in Thunder Bay, Ontario for the following consideration:

• i) issuance of 300,000 shares (issued at a value of $156,000); and
• ii) issuance of 375,000 shares by March 28, 2017 (issued at a value of $75,000).

In addition, a 1.5% NSR royalty will be granted to the vendors. The Company has the option to purchase back 1% of the NSR royalty for $1,000,000.

During the year ended January 31, 2019, the Company paid $41,625 cash and issued 600,000 shares valued at $150,000 as consideration for acquisition of additional claims surrounding its 100% owned Jackpot Property.

During the year ended January 31, 2021, the Company paid $10,000 cash and issued 300,000 shares valued at $25,500 to acquire nine additional claims on the Jackpot Property. The vendor retains a royalty of 1.0% on revenue generated from non-smelter elements from the additional claims and a 1.0% NSR. The Company has the option to purchase back 1% of the NSR royalty for $500,000.

Jackpot Property, Ontario, Canada (continued)

During the year ended January 31, 2022, the Company paid $10,000 cash and issued 300,000 shares (valued at $25,500) to acquire four additional claims on the Jackpot Property. The vendor retains a royalty of 1.0% on revenue generated from non-smelter elements from the additional claims and a 1.0% NSR. The Company has the option to purchase back 1% of the NSR royalty for $500,000.

Additionally, the Company acquired a 100% interest in 87 claims for a consideration of $225,000 in cash (paid) and issued 5,000,000 shares (valued at $675,000). The vendor retains a royalty of 2.5% NSR. The Company has the option to purchase back 1% of the NSR royalty for $1,000,000. In the event that the claims demonstrated to contain NI 43- 101 compliant inferred resources in excess of 5,000,000 tons of Li2O, the Company shall make a bonus payment of 5,000,000 common shares.

Eastern Vision Property, Ontario, Canada

During the year ended January 31, 2020, the Company entered into an option agreement with an arms-length vendor to acquire a 100% interest in the claims comprising the Eastern Vision Property located in the Red Lake District, Ontario for the following consideration:

Cash payments

• i) cash payment of $8,000 on or before December 10, 2019 (paid);
• ii) cash payment of $12,000 on or before December 10, 2020 (paid);
• iii) cash payment of $16,000 on or before December 10, 2021 (below); and
• iv) cash payment of $36,000 on or before December 10, 2022.

Share issuance

• i) issuance of 400,000 shares on or before December 9, 2019 (issued and valued at $30,000);
• ii) issuance of 200,000 shares on or before December 9, 2020 (issued and valued at $11,000); and
• iii) issuance of 200,000 shares on or before December 9, 2021.

The vendor retains a 1.5% NSR royalty, 50% of which is purchasable by the Company for $1,000,000 at any time.

During the year ended January 31, 2021, the Company acquired a 100% interest of an additional seven mineral claims (Gerry Claims) in the Eastern Vision Property for the following considerations:

Cash payments

i) cash payment of $7,500 on or before the date that is 5 business days after the TSX-V Exchange approval date (paid).

Share issuance

i) issuance of 100,000 shares (issued and valued at $11,000) on or before the date that is 5 business days after TSX-V Exchange approval date.

The vendor retains a 1.5% NSR royalty, of which 100% is purchasable by the Company for $1,500,000 at any time.

On December 15, 2021, the Company entered into a definitive agreement with Trillium Gold Mines Inc. ("Trillium") to acquire certain properties held by the Company in relations to the Eastern Vision project, in consideration of $175,000 in cash and 2,800,000 common shares of Trillium. In addition, Trillium will assume all the remaining cash payment commitments under its existing option agreements, and the Company would retain its share issuance obligations. On June 20, 2022, the transaction closed – the Company received $175,000 cash and 2,800,000 common shares of Trillium valued at $756,000

Eastern Vision Property, Ontario, Canada (continued)

In addition, Imagine has closed an Amending, Settlement and Termination Agreement with Pegasus (the "Pegasus Agreement") with respect to the February 3, 2020 agreements relating to the Garnet Lake Property and portions of Fredart Property (the Option Agreements"). Under the Pegasus Agreement, Pegasus has issued to the Company 5,000,000 (valued at $300,000) common shares of Pegasus in exchange for delivery of certain payment obligations under the Option Agreements.

The Eastern Vision Project consist of Fredart Property, Garnet Lake Property, North Buffey Lake Property, Eastern Vision Property, Dixie 3 and Ben Lake Properties, Dixie 10 Miles Properties, and Northern Vision Property.

North Buffy Lake Property, Ontario, Canada

During the year ended January 31, 2020, the Company entered into an option agreement with an arms-length vendor to acquire a 100% interest in the claims comprising the North Buffy Lake Property located in the Red Lake District, Ontario for the following consideration:

Cash payments

• i) cash payment of $22,000 on or before December 10, 2019 (paid);
• ii) cash payment of $22,000 on or before December 10, 2020 (paid);
• iii) cash payment of $33,000 on or before December 10, 2021 (below); and
• iv) cash payment of $44,000 shares on or before December 10, 2022.

Share issuance

• i) issuance of 500,000 shares on or before December 10, 2019 (issued and valued at $39,500); and
• ii) issuance of 300,000 shares on or before December 10, 2020 (issued and valued at $16,500).

The vendor retains a 1.5% NSR royalty, 50% of which is purchasable by the Company for $1,000,000 at any time.

Dixie 3 and Ben Lake Properties, Ontario, Canada

During the year ended January 31, 2020, the Company entered into an option agreement with an arms-length vendor to acquire a 100% interest in the claims comprising the Dixie 3 and Ben Lake properties located in the Red Lake District, Ontario for the following consideration:

Cash payments

• i) cash payment of $10,000 on or before January 2, 2020 (paid);
• ii) cash payment of $40,000 on or before the earlier of the next private placement of at least $250,000 or March 31, 2020 (paid); and
• iii) cash payment of $50,000 on or before July 2, 2020 (paid).

Share issuance

i) issuance of 2,000,000 shares on or before January 2, 2020 (issued and valued at $200,000).

The vendor retains a 0.5% NSR royalty on Dixie 3, of which is purchasable by the Company for $400,000 at any time.

The vendor retains a 1.5% NSR royalty on Ben Lake, of which 50% is purchasable by the Company for $400,000 at any time.

Dixie Ten-Mile Properties, Ontario, Canada

During the year ended January 31, 2020, the Company entered into an option agreement with an arms-length vendor to acquire a 90% interest in the Dixie Ten-Mile properties located in the Red Lake District, Ontario.

To acquire the first 75% interest, the Company is required to make the following consideration:

Cash payments

• i) cash payment of $15,000 on or before January 29, 2020 (paid);
• ii) cash payment of $15,000 on or before July 29, 2020 (paid); and
• iii) cash payment of $30,000 shares on or before January 29, 2021 (paid).

Share issuance

• i) issuance of 500,000 shares on or before January 29, 2020 (issued and valued at $42,500); and
• ii) issuance of 500,000 shares on or before January 29, 2021 (issued and valued $62,500).

Exploration expenditures

• i) incur exploration expenditures of $250,000 on or before January 29, 2021 (incurred); and
• ii) incur exploration expenditures of $300,000 on or before January 29, 2022 (incurred).

The Company has the option to acquire the remaining 15% interest by making the following additional consideration:

• i) cash payment of $30,000; and
• ii) issuance of 500,000 shares on or before January 29, 2022.

The vendor retains a 1.0% NSR royalty, of which 50% is purchasable by the Company for $400,000 at any time.

Northern Vision Property, Ontario

During the year ended January 31, 2021, the Company entered into an option agreement with an arms-length vendor to acquire a 100% interest in the Northern Vision property located in the Red Lake District, Ontario for the following consideration:

Cash payments

• i) cash payment of $8,650 on or before the date that is 5 business days after the TSX-V Exchange approval date (paid);
• ii) cash payment of $12,000 on or before December 31, 2021;
• iii) cash payment of $15,000 on or before December 31, 2022; and
• iv) cash payment of $30,000 on or before December 31, 2023.

Share issuance

• i) issuance of 250,000 shares on or before the date that is 5 business days after TSX-V Exchange approval date (issued and valued at $22,500); and
• ii) issuance of 250,000 shares on or before the date that is December 31, 2021.

The vendor retains a 1.5% NSR royalty, of which 50% is purchasable by the Company for $500,000 at any time.

Garnet Lake Property, Ontario

During the year ended January 31, 2021, the Company entered into an option agreement with an arms-length vendor to acquire an 80% interest in the Garnet Lake property located in the Red Lake District, Ontario for the following consideration:

Cash payments

• i) cash payment of $75,000 on or before the date that is 5 business days after TSX-V Exchange approval date (paid);
• ii) cash payment of $75,000 on or before June 30, 2022 (paid); and
• iii) cash payment of $150,000 on or before December 31, 2022.

Share issuance

• i) issuance of 1,000,000 shares (issued and valued at $65,000) on or before the date that is 5 business days after the TSX-V Exchange approval date;
• ii) issuance of 1,000,000 shares on or before December 31, 2022 (issued and valued at $130,000); and
• iii) issuance of 2,000,000 shares on or before December 31, 2023.

Exploration expenditures

• i) incur exploration expenditures of $400,000 on or before December 31, 2022;
• ii) incur exploration expenditures of $400,000 on or before December 31, 2023; and
• iii) incur exploration expenditures of $700,000 on or before December 31, 2024.

The vendor retains a 2.0% NSR royalty.

Preissac-Lacorne complex of Abitibi Greenstone Belt, Quebec, Canada

In June 2016, the Company entered into an option agreement to acquire a portfolio of lithium properties in the Preissac-Lacorne complex of Abitibi Greenstone Belt, Quebec for the following consideration:

• i) cash payment of $10,000 (paid); and
• ii) issuance of 1,250,000 shares (issued).

An aggregate of 109,615 shares were issued as finders' fees with a total fair value of $41,683. In addition, a 1.0% NSR was granted to the vendors. The Company has the option to purchase back 0.5% of the NSR royalty for $500,000.

During the year ended January 31, 2018, the Company entered into an option agreement with Jourdan Resources Inc. ("Jourdan") whereby Jourdan has the right to acquire up to a 75% interest in the LaCorne Property for the following consideration:

• i) cash payment of $50,000 on or before May 15, 2017 (received);
• ii) issuance of 600,000 Jourdan shares on or before May 15, 2017 (received at a value of $96,000);
• iii) cash payment of $75,000 on or before May 16, 2019; and
• iv) issuance of 600,000 Jourdan shares on or before May 16, 2019.

During the year ended January 31, 2020, Jourdan has lapsed on the payments and the agreement is considered to be in default.

During the year ended January 31, 2021, the Company amended the option agreement whereby Jourdan has the right to acquire a 100% interest in the LaCorne Property in consideration of 8,100,000 common shares of Jourdan. As of January 31, 2021, the Company valued the consideration shares to be $81,000, which resulted in an impairment loss on the property of $288,194.

During the year ended January 31, 2022, the Company entered into a settlement agreement whereby Jourdan settled all remaining terms in consideration of 4,500,000 common shares of Jourdan valued at $202,500. The Company recognized a gain of $121,500 on this transaction.

7. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

	October 31,2022	January 31,2022
Trade accounts payableAccrued liabilities	$180,81784,312	$63,53427,750
	$265,129	$91,284

8. SHARE CAPITAL AND SHARE-BASED PAYMENT RESERVE

Authorized: unlimited common shares without par value

a) Share capital

As of October 31, 2022, the Company had 216,253,030 common shares outstanding.

During the period ended October 31, 2022, the Company:

• i) the Company issued 1,193,012 common shares pursuant to the exercise of warrants for gross proceeds of $151,050.
• ii) During the period ended October 31, 2022, the Company recognized from flow-through premium liabilities a gain of $162,505 related to exploration and evaluation expenses during the period.
• iii) the Company issued 1,958,000 common shares pursuant to property purchase agreements, valued at $176,140.

During the year ended January 31, 2022, the Company:

i) closed a non-brokered private placement of 49,287,200 units at a price of $0.06 per unit for gross proceeds of $2,957,232. Each unit is comprised of one common share and one share purchase warrant of the Company. Each warrant will entitle the holder to acquire one additional common share of the Company at a price of $0.10 per share until December 8, 2023. In connection with the financing, no value was allocated to the warrant component of the unit offering completed. In connection with the private placement, the Company paid $47,875 of cash commission.

The Company also closed a non-brokered private placement of 6,712,800 flow-through units at a price of $0.085 for total gross proceeds of $570,588. Each unit consists of one flow-through common share and one non-flow-through share purchase warrant of the Company. Each whole warrant will entitle the holder to acquire one share of the Company at a price of $0.11 per share until December 8, 2023. The Company recorded a flow-through premium liability of $167,820. In connection with the financing, no value was allocated to the warrant component of the unit offering completed.

During the year ended January 31, 2022, the Company recognized from flow-through premium liabilities a gain of $5,315 related to exploration and evaluation expenses during the year.

• ii) issued 19,974,983 common shares pursuant to the exercise of warrants for gross proceeds of $2,014,492 and accordingly, the Company reallocated fair value of $128,101 from share-based payment reserve to share capital.
• iii) issued 2,745,000 common shares pursuant to the exercise of options for gross proceeds of $209,200, and accordingly, the Company reallocated fair value of $150,801 from share-based payment reserve to share capital.
• iv) issued 300,000 shares with a value of $25,500 pursuant to the expansion of the Jackpot Property (Note 6).
• v) issued 500,000 shares with a value of $62,500 pursuant to the acquisition of the Dixie Ten-Mile Property (Note 6).
• vi) issued 250,000 shares with a value of $22,500 pursuant to the acquisition of the Northern Vision Property (Note 6).
• vii) issued 750,000 shares with a value of $52,500 pursuant to the acquisition of the Fredart Property (Note 6).
• viii) issued 5,000,000 shares with a value of $675,000 pursuant to the expansion of the Jackpot Property (Note 6).

8. SHARE CAPITAL AND SHARE-BASED PAYMENT RESERVE (continued)

a) Share capital (continued)

ix) issued 1,000,000 shares with a value of $130,000 pursuant to the acquisition of Garnet Lake Property (Note 6).

b) Stock options and warrants

Stock options

The Company has a stock option plan (the "Plan") under which it is authorized to grant options to executive officers and directors, employees and consultants enabling them to acquire up to 10% of the issued and outstanding common stock of the Company. Under the Plan, the exercise price of each option equals the market price of the Company's stock, less applicable discount, as calculated on the date of grant. The options can be granted for a maximum term of five years. Vesting provisions are set at the discretion of the Company's Board of Directors except where dictated by legislation.

During the period ended October 31, 2022, the Company:

• i) granted 300,000 options to an officer of the Company with an exercise price of $0.155 and expiring on February 1, 2024. The estimated fair value of these options was $30,200 or $0.100 per option.
• ii) granted 3,200,000 options to officers, directors and consultants of the Company with an exercise price of $0.08 and expiring on August 19, 2027. The estimated fair value of these options was $174,000 or $0.054 per option.

A summary of changes in stock options is as follows:

	Number ofOptions	Weighted AverageExercise Price
Outstanding as at January 31, 2021	9,275,000	$0.07
Exercised	(2,745,000)	0.08
Expired	(1,000,000)	0.09
Outstandingas at January 31, 2022	5,530,000	$0.06
Granted–February 1, 2022	300,000	0.16
Granted –August 19, 2022	3,200,000	0.08
Expired	(800,000)	0.09
Outstandingas at October 31, 2022	8,230,000	$0.07

As at October 31, 2022, the following options were outstanding and exercisable:

Number of Options	Exercise Price	Expiry Date
4,580,000	$0.06	08-Dec-22
150,000	$0.06	07-Jan-23
300,000	$0.16	01-Feb-24
3,200,000	$0.08	19-Aug-27
8,230,000

8. SHARE CAPITAL AND SHARE-BASED PAYMENT RESERVE (continued)

b) Stock options and warrants (continued)

Stock options (continued)

The following weighted average assumptions were used for the Black-Scholes valuation of stock options granted during the period ended October 31, 2022:

	February 1,2022	August 19,2022
Risk-free interest rate	1.28%	3.06%
Expected life of options	2.0 years	5.0 years
Expected annualized volatility	130.75%	117.83%
Expected dividend rate	-	-

Warrants

A summary of changes in warrants is as follows:

	Number ofWarrants	Weighted AverageExercise Price
Balance,at January31, 2021	87,628,066	0.13
Issued	56,000,000	0.10
Exercised	(19,974,983)	0.10
Expired	(1,646,800)	0.10
Balance,at January 31, 2022	122,006,283	0.12
Issued	3,000,000	0.11
Exercised	(1,193,012)	0.13
Expired	(27,900,270)	0.10
Balance, October 31, 2022	95,913,001	0.12

As at October 31, 2022, the following warrants were issued and outstanding:

Number of Warrants	Exercise Price	Expiry Date
32,213,001	$0.16	22-Dec-22
4,700,000	$0.16	22-Dec-22
49,287,200	$0.10	22-Dec-23
6,712,800	$0.11	22-Dec-23
3,000,000	$0.11	13-May-27
95,913,001

9. SEGMENTED INFORMATION

The Company primarily operates in one reportable segment, being the acquisition and exploration of exploration and evaluation assets in North America. Refer to Note 6 for geographic information.

10. COMMITMENTS AND CONTINGENCIES

• a) The Company's exploration activities are subject to government laws and regulations, including tax laws and laws and regulations governing the protection of the environment. The Company believes that its operations comply in all material respects with all applicable past and present laws and regulations. The Company records provisions for any identified obligations, based on management's estimate at the time. Such estimates are, however, subject to changes in laws and regulations.
• b) Pursuant to the issuance of 6,712,800 flow-through units on December 8, 2021. The Company has renounced $570,588 of qualified exploration expenditures with an effective date of December 31, 2021. The Company is required to expend these flow-through funds by December 31, 2022. As of October 31, 2022, the amount remaining to be expended is $nil (January 31, 2022 - $552,518).

11. RELATED PARTY TRANSACTIONS AND KEY MANAGEMENT COMPENSATION

Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly. Key management personnel includes the Company's executive officers and Board of Director members.

During the period ended October 31, 2022, the Company:

• a) paid or accrued management fees of $90,000 (2021 $90,000) to a company owned by a director of the Company for management services provided;
• b) paid or accrued management fees of $24,000 (2021 $54,903) to a company owned by a director of the Company;
• c) paid or accrued exploration and evaluation costs of $179,750 (2021 $nil) to a director of the Company;
• d) paid or accrued management fees and office and administration expenditures, including rent, of $24,000 (2021 $36,302) to a company owned by a director of the Company;
• e) paid or accrued management fees of $45,000 (2021 $nil) to a company owned by an officer of the Company;
• f) and recorded share-based compensation of $138,950 (2021 $nil) related to options granted to an officer of the Company.

As at October 31 2022, $30,669 (2021 - $nil) were due to related parties.

12. SUBSEQUENT EVENTS

Subsequent to October 31, 2022:

• a) granted 3,475,00 stock options to officers, directors and consultants with an exercise price of $0.075 and expiring November 11, 2027.
• b) issued 4,300,000 common shares pursuant to the exercise of stock options for gross proceeds of $258,000.