Great Atlantic Resources Corp. — Interim / Quarterly Report 2021

Jan 29, 2021

For the Nine Months Ended November 30, 2020

Condensed Interim Financial Statements

(Expressed in Canadian Dollars)

(Unaudited)

• Notice of No Auditor Review of Interim Financial Statements
• Interim Statements of Financial Position
• Interim Statements of Comprehensive Loss
• Interim Statements of Changes in Shareholders' Equity
• Interim Statements of Cash Flows
• Notes to the Interim Financial Statements

NOTICE OF NO AUDITOR REVIEW OF INTERIM FINANCIAL STATEMENTS

Under National Instrument 51-102, Part 4, subsection 4.3 (3) (a), if an auditor has not performed a review of the interim financial statements, they must be accompanied by a notice indicating that an auditor has not reviewed the financial statements.

The accompanying unaudited interim financial statements of the Company have been prepared by and are the responsibility of the Company's management.

The Company's independent auditor has not performed a review of these financial statements in accordance with standards established by the Chartered Professional Accountants of Canada for a review of interim financial statements by an entity's auditor.

Interim Statements of Financial Position

(Expressed in Canadian Dollar) (Unaudited)

ASSETSCURRENTCash908,6166,308GST Recoverable60,72585,493Government Exploration Grant Receivable-9,963Other Receivable419,8785,488Marketable Securities5131,526116,691Deposits andPrepayments235,462-Due from Related Parties1040,20040,2001,396,407264,143NON-CURRENTRight-of-Use LeaseAssets6180,185221,5381,576,592485,681LIABILITIESCURRENTAccounts Payable and Accrued Liabilities50,673327,120Lease Liability689,53278,438Loan Payable840,709159,498Due to Related Parties1067962,776181,593627,832NON-CURRENTLeaseLiabilities666,163136,443247,756764,275SHAREHOLDERS' EQUITYShare Capital, Netof Issuance Costs920,205,52817,238,667Share Subscription Received-25,000Share-Based Payment Reserve601,541534,013Deficit(19,478,233)(18,076,274)1,328,836(278,594)	Note	November30,2020$	February28,2020$
		1,576,592	485,681

Nature of Operations and Ability to Continue as a Going Concern (Note 1) Commitments (Note 11) Subsequent Events (Note 15)

The accompanying notes are an integral part of the interim financial statements.

Approved on Behalf of the Board:

"Allan Beaton" "Chris Anderson" Allan Beaton, Director Chris Anderson, Director

Interim Statements of Changes in Shareholders' Equity (Expressed in Canadian Dollar)

(Unaudited)

	Note	Number ofCommonShares	Share Capital	ShareSubscriptionReceived	Shared-BasedPaymentReserve	Deficit	TotalShareholders'Equity
			$	$	$	$	$
Balance, February 28, 2019		5,833,411	15,965,452	-	445,960	(16,561,631)	(150,219)
Shares Issued for Cash	9(b)	421,053	200,000	-	-	-	200,000
Shares Issued for Exploration and Evaluation Assets	9(b)	318,000	119,800	-	-	-	119,800
ShareIssuance Costs	9(b)	-	(18,650)	-	-	-	(18,650)
Fair Value of Agents'Warrants Issued	9(c)	-	(9,654)	-	9,654	-	-
Net Comprehensive Loss		-	-	-	-	(997,777)	(997,777)
Balance,November30, 2019		6,572,464	16,256,948	-	455,614	(17,559,408)	(846,846)
Balance, February 28, 2020		8,582,464	17,238,667	25,000	534,013	(18,076,274)	(278,594)
Shares Issued for Cash	9(b)	6,069,099	3,040,000	-	-	-	3,040,000
Shares Issued for Exploration and Evaluation Assets	9(b)	472,000	141,600	-	-	-	141,600
Share Subscription Received		-	-	(25,000)	-	-	(25,000)
Share Issuance Costs		-	(151,780)	-	-	-	(151,780)
Shares Issued on Exercise of Options	9(b)	40,000	16,400	-	-	-	16,400
Fair Value of Option Exercised	9(b)	-	13,115	-	(13,115)	-	-
Fair Value of Option Expired	9(c)	-	-	-	(9,245)	9,245	-
Fair Value of Agents'Warrants Issued	9(c)	-	(92,474)	-	92,474	-	-
Fair Value of Agents'Warrants Expired	9(c)	-	-	-	(2,586)	2,586	-
Net Comprehensive Loss		-	-	-	-	(1,413,790)	(1,413,790)
Balance, November30, 2020		15,163,563	20,205,528	-	601,541	(19,478,233)	(1,328,836)

The accompanying notes are an integral part of the interim financial statements.

Interim Statements of Comprehensive Loss (Expressed in Canadian Dollar)

(Unaudited)

		Three Months EndedNovember	30,	NineNovember	Months Ended30,
	Note	2020$	2019$	2020$	2019$
EXPENSES
Accounting, Audit and Legal		6,500	4,800	22,093	15,597
Advertising, Marketing and Investor Relations		153,241	9,350	204,239	20,415
Bank Charges and Interest		197	64	515	215
Consulting		91,750	-	125,500	-
Depreciation	6	18,082	17,389	54,246	52,167
Exploration	7	317,044	223,225	873,980	681,408
Insurance		-	-	10,559	9,800
InterestExpense	6	2,611	7,143	15,975	9,535
ManagementFees	10	125,000	45,000	215,000	135,000
Office and Administration		39,678	20,100	80,334	59,691
Regulatory Fees and TransferAgent		6,025	8,353	14,076	19,525
Travel and Accommodations		750	1,180	4,626	3,554
Rent and Office Recovery		(19,500)	(19,500)	(58,500)	(58,500)
LOSS BEFORE OTHER ITEMS		(741,378)	(317,104)	(1,562,643)	(948,407)
Grant Funding		-	-	96,800	63,686
Gainon Sale of Marketable Securities		-	-	23,238	-
Write-off Accounts Payable		-	29,313	-	29,313
Write-Up(Down) on Marketable SecuritiestoMarket	5	6,579	(55,364)	28,815	(142,369)
NETCOMPREHENSIVELOSS
FORTHE PERIOD		(734,799)	(343,155)	(1,413,790)	(997,777)
POST-SHARE CONSOLIDATIONBasic and Diluted Loss per Share		(0.05)	(0.06)	(0.13)	(0.17)
Weighted average numberof common sharesoutstanding		13,689,767	6,271,712	10,807,558	6,052,303

The accompanying notes are an integral part of the interim financial statements.

Interim Statements of Cash Flows (Expressed in Canadian Dollar) (Unaudited)

	NineMonths EndedNovember30
	2020$	2019$
CASHPROVIDED BY (USED FOR):
OPERATING ACTIVITIES
Net Loss for the Period	(1,413,790)	(997,777)
Non-Cash Items
Depreciation of Right to Lease Assets	54,246	52,167
Gain on Sale of Marketable Securities	(23,238)	-
Shares Issuedfor Exploration and Acquisition AssetsMarketable Securities Received for Exploration and Acquisition Assets	141,600-	119,150(49,476)
Write-off of Accounts Payable	-	(29,313)
Write-(Up) Downof Marketable Securities	(28,815)	142,369
	(1,269,997)	(762,880)
Change in Non-CashWorking Capital Accounts
Deposits and Prepaids	(235,460)	-
GSTRecoverable	24,769	(48,552)
Grant and AccountsReceivable	(4,427)	31,425
Accounts Payables and Accrued LiabilitiesLoan Payable	(276,447)8,209	404,3535,587
Due to/from RelatedParties	(62,097)	91,038
	(1,815,450)	(279,029)
INVESTINGACTIVITIES
Purchase of EquipmentProceeds fromSale of Marketable Securities	(12,893)37,218	--
FINANCING ACTIVITIES	24,325	-
Shares Issued for Cash Net of Issuance Costs	2,888,220	182,000
Share Subscription Received	(25,000)	-
Shares Issued on Exercise of Options	16,400	-
Proceeds and Repayment of LoansRepayment of Lease Liabilities	(127,000)(59,186)	150,000(59,100)
	2,693,434	272,900
(DECREASE) INCREASE INCASH	902,309	(6,129)
Cash, Beginning of thePeriod	6,307	6,152
CASH, END OF THE PERIOD	908,616	23

The accompanying notes are an integral part of the interim financial statements.

Notes to the Consolidated Financial Statements

For the Nine Months Ended November 30, 2020 (Expressed in Canadian Dollar) (Unaudited)

NOTE 1 – NATURE OF OPERATIONS AND ABILITY TO CONTINUE AS A GOING CONCERN

Great Atlantic Resources Corp. ("Great Atlantic" or the "Company") was incorporated in British Columbia on February 24, 1997, as J.P.T. Resources Ltd. and changed its name to Horizon Industries Ltd. on June 7, 1999. The Company changed its name again on February 13, 2009, to Petro Horizon Energy Corp. and on April 30, 2010, changed its name to Greenlight Resources Inc. On June 19, 2012, the Company changed its name to Great Atlantic Resources Corp.

The Company is currently engaged in the acquisition, exploration, and evaluation of its mineral property interests located in Atlantic Canada. The Company's shares are listed on the TSX Venture Exchange under the symbol GR and the head office, principal address, and registered office is located at 888 Dunsmuir Street, Suite 888, Vancouver, British Columbia, Canada.

These financial statements have been prepared in accordance with International Financial Reporting Standards on the basis that the Company is a going concern and will be able to meet its obligations and continue its operations for its next fiscal year. Several conditions as set out below cast uncertainties on the Company's ability to continue as a going concern.

The Company's ability to continue as a going concern is dependent upon the financial support from its shareholders and other related parties, its ability to obtain financing for the continuing exploration and development of its resource properties, the existence of economically recoverable reserves, and the attainment of profitable operations or proceeds from disposition of these properties.

The Company has not yet achieved profitable operations and has an accumulated deficit of $19,478,233 and a working capital of $1,214,814 as at November 30, 2020; accordingly, the Company will need to raise additional funds through future issuance of securities or debt financing. Although the Company has raised funds in the past, there can be no assurance the Company will be able to raise sufficient funds in the future, in which case the Company may be unable to meet its obligations as the come due in the normal course of business. It is not possible to predict whether financing efforts will be successful or if the Company will attain a profitable level of operations.

The Company is in the process of exploring and developing its exploration and evaluation assets and has not yet determined whether the properties contain mineral reserves that are economically recoverable. The recoverability of the amounts shown for exploration and evaluation assets are dependent upon the existence of economically recoverable mineral reserves, the ability of the Company to obtain necessary financing to complete the development of those mineral reserves, and future production or proceeds from the disposition thereof.

The current cash resources are not adequate to pay the Company's accounts payable and to meet its minimum commitments at the date of these financial statements, including planned corporate and administrative expenses, and other project implementation costs, accordingly, there is significant doubt about the Company's ability to continue as a going concern. These financial statements do not give effect to adjustments that would be necessary to the carrying amounts and classifications of assets and liabilities should the Company be unable to continue as a going concern.

Notes to the Consolidated Financial Statements

For the Nine Months Ended November 30, 2020 (Expressed in Canadian Dollar) (Unaudited)

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES

a) Statement of Compliance

The interim financial statements have been prepared in accordance to IAS 34 Interim Financial Reporting using accounting policies consistent with the International Financial Reporting Standards ("IFRSs") issued by the International Accounting Standards Board ("IASB") and Interpretations of the International Financial Reporting Interpretations Committee ("IFRIC").

These financial statements were approved and authorized for issue by the board of Directors on January 28, 2021.

b) Basis of Preparation

The interim financial statements have been prepared on a historical cost basis, except for financial instruments classified as financial instruments at fair value through profit and loss, which are stated at their fair value. These interim financial statements do not include all the information required for full annual financial statements. The interim financial statements should be read in conjunction with the Company's annual financial statements for the year ended February 28, 2020. The accounting policies, methods of computation and presentation applied in these financial statements are consistent with those of the previous financial year.

NOTE 3 – NEW ACCOUNTING STANDARDS ISSUED

A number of new accounting standards, amendments to standards, and interpretations have been issued but not yet effective as of November 30, 2020. The Company is assessing the impact of these new standards but does not expect them to have a significant effect on the consolidated financial statements. Pronouncements that are not applicable or do not have a significant impact to the Company have been excluded herein.

NOTE 4 – OTHER RECEIVABLE

Included in other receivable, are amounts due from a company for shared use of office space. As at November 30, 2020, $19,878 (February 29, 2020 - $5,488) was receivable from this company.

NOTE 5– MARKETABLE SECURITIES

	November30,2020$	February 28,2020$
Balance, Beginning of the Period	116,691	190,938
Market Securities Received Pursuant to PorcupineOption
Agreement (Note 7(g))	56,145	49,476
Marketable Securities Sold (at Cost)	(70,126)	-
Write-up (down) shares tomarket	28,815	(123,723)
Balance, End of the Period	131,526	116,691

Notes to the Consolidated Financial Statements

For the Nine Months Ended November 30, 2020 (Expressed in Canadian Dollar) (Unaudited)

NOTE 6 – RIGHT-OF-USE ASSETS

The Company recognized lease liabilities in relation to leases which had previously been classified as 'operating lease under the principles of IAS 17, Leases. These liabilities were measured at the present value of the remaining lease payments, discounted using the leases's incremental borrowing rate as of March 1, 2019. The lessee's incremental borrowing rate applied to the lease liabilities on March 1, 2019 was set at 5%.

The recognized Right-of-Use Assets:

	Office	Total
	$	$
Balance, February 28, 2020	221,538	221,538
Add: Right-of-Use Assets	293,864	293,864
Less: Depreciation ofRight-of-Use Assets	(113,679)	(113,679)
Balance, November30, 2020	180,185	180,185
Lease Liabilities:
		$
Balance, February 28, 2020		214,881
Lease Payment		(59,186)
Balance, November30, 2020		155,695

Interest expense was recognized as part of the new standard. For the period ended November 30, 2020 $7,112 (2019 - $3,948) was recorded as interest expense on lease liabilities.

NOTE 7 – EXPLORATION AND EVALUATION ASSETS

Cumulative acquisition and exploration costs incurred by the Company to date on its mineral properties are summarized below.

	Keygout/	Kagoot		MacDougal		Mount
	Glenelg	Brook	Keymet	Road	Mascarene	Raymond	Porcupine
	$	$	$	$	$	$	$
Balance, February 28, 2019	12,856	946	1,053,807	142,053	52,235	11,997	129,059
Acquisition Costs	-	-	-	30,000	-	-	-
Sale Proceeds	-	(49,476)	-	-	-	-	-
Exploration Costs (Recovery)	92,534	(292)	20,029	5,681	7,289	-	210
Balance, Nov 30, 2019	105,390	(48,822)	1,073,836	177,734	59,524	11,997	129,269
Balance, February 29, 2020	282,608	(23,823)	1,075,994	150,717	78,553	17,892	129,269
Acquisition Costs	15,000	-	-	-	30,000	-	-
Sale Proceeds	-	(30,000)	-	-	-	-	-
Exploration Costs (Recovery)	9,653	(7,461)	10,779	5,035	49,328	-	-
Balance, Nov 30, 2020	307,261	(61,284)	1,086,773	155,752	157,881	17,892	129,269

Notes to the Consolidated Financial Statements

For the Nine Months Ended November 30, 2020 (Expressed in Canadian Dollar)

(Unaudited)

NOTE 7–	EXPLORATION AND EVALUATION ASSETS	(Continued)

						PropertiesTerminatedPrior to
	Golden			Mitchell	General	February 28,
	Promise/Trust	Pilley'sIsland	SouthQuarry	Brook	Exploration	2017	Total
	$	$	$	$	$	$	$
Balance, February 28, 2019	846,376	302,193	547,193	20,615	380,069	2,297,125	5,796,524
Acquisition CostsSale Proceeds	234,800-	--	--	--	--	--	264,800(49,476)
Exploration Costs	245,283	28,303	53,458	-	13,589	-	466,084
Balance, Nov 30, 2019	1,326,459	330,496	600,651	20,615	393,658	2,297,125	6,478,232
Balance, February 29, 2020	1,419,904	333,081	606,842	20,615	399,418	2,297,125	6,788,195
Acquisition Costs	258,000	33,600	-	-	-	-	336,600
Sale Proceeds	-	-	-	-	-	-	(30,000)
Exploration Costs	469,048	16,917	1,552	-	12,529	-	567,380
Balance, Nov 30, 2020	2,146,952	383,598	608,394	20,615	411,947	2,297,125	7,662,175

Title to mineral properties involves certain inherent risks due to the difficulties of determining the validity of certain claims as well as the potential for problems arising from the frequently ambiguous conveyancing history characteristic of many mineral properties. The Company has investigated title to all of its mineral properties and, to the best of its knowledge, title to all of its properties are in good standing. All properties are located in Canada.

a) Glenelg Vanadium Property, New Brunswick, Canada

During the fiscal year 2019, the Company acquired, through an option agreement and by staking, the Glenelg Vanadium Property, located in southwest New Brunswick. Under the terms of the agreement, the Company may earn in a 100% interest in the property by making certain staged cash payments to the vendor over a five-year period as follows: (i) $10,000 in cash (paid); (ii) $15,000 in cash on or before the first anniversary of the approval date (paid); (iii) $30,000 in cash on or before the second anniversary of the approval date; (iv) $30,000 in cash on or before the third anniversary of the approval date; and (v) $40,000 on or before the fourth anniversary of the approval date; and (vi) $50,000 on or before the fifth anniversary of the approval date.

In the event the Company exercises the Option and acquires a 100% right, title and interest in and to the property, the vendor will be entitled to receive a 2.0% NSR, payable upon the commencement of commercial production. The Company has the right to purchase one-half of the NSR from the vendor at any time by paying to the vendor $1,000,000, leaving the vendor with a 1.0% remaining NSR.

b) Kagoot Brook Cobalt Property, New Brunswick, Canada

During the year ended February 28, 2018, the Company entered into an option agreement whereby the Company was granted an option to acquire 100% interest in the Kagoot Brook Cobalt Property located in North-Central New Brunswick. In consideration, the Company agreed to pay the vendor $15,000 in cash (paid) and issue 15,000 shares fair valued at $15,000 (issued) within ten days upon regulatory approval. The Company will also make payments to the vendors totaling $125,000 cash and issue 15,000 in shares over the next four years. During the year ended February 28, 2019, the Company made cash payments of $15,000 and issued 15,000 shares with a fair market value of $7,500. During the year ended February 29, 2020, the Company made cash payments of $30,000.

There is a 2% net smelter royalty payable to the property owner with the Company retaining the right to purchase one percent for $500,000 upon the commencement of commercial production.

On May 10, 2018, the Company entered into a letter of intent with Explorex Resources Inc. whereby Explorex will acquire a 75-per-cent interest in the Kagoot Brook cobalt project.

Notes to the Consolidated Financial Statements

For the Nine Months Ended November 30, 2020 (Expressed in Canadian Dollar) (Unaudited)

NOTE 7 – EXPLORATION AND EVALUATION ASSETS (Continued)

The Kagoot Brook property is 100 per cent owned by Great Atlantic and is subject to an underlying agreement with a prospecting syndicate. The agreement to acquire a 75-per-cent interest in the project is subject to the following terms:

• Cash payment of $25,000 (received) and issuance of $75,000 shares upon signing a definitive agreement. In September 2018, the Company received 75,000 shares with a fair market value of $21,750. A cash payment of $15,000 was also received in January 2019.
• Issuing $50,000 in shares on the 12-month anniversary of the definitive agreement; the number of shares to be issued will be based on the 10-day VWAP (volume-weighted average price) immediately prior to the anniversary date. On July 8, 2019, the Company received 197,904 shares of Explorex Resources Inc. with a market value of $49,476.
• Explorex will incur a total expenditure of $750,000 (including all underlying payments) over a period of four years; of which $100,000 will be a firm commitment on or before the first anniversary of the definitive agreement.

Upon earning 75 per cent of the project, the parties will enter into a joint venture. The terms will provide for a pro rata dilution such that should Great Atlantic's interest drop below 5 per cent, it will revert to a 3-per-cent net smelter return. Explorex will retain the right to buy back two percentage points at $1 million for each 1 per cent, or portion thereof. Should Great Atlantic seek to sell any portion of the remaining NSR, Explorex will retain a first right of refusal.

c) Keymet Property, New Brunswick, Canada

During the year ended February 28, 2012, the Company completed an option agreement whereby the Company was granted an option to acquire a 100% interest in the Keymet Property, located northwest of Bathurst, New Brunswick. In consideration of the acquisition, the Company agreed to pay the vendor $50,000 cash ($30,000 paid) and to issue 25,000 shares (issued) over four years. The property is subject to a 2% net smelter return ("NSR") with the Company retaining the right to purchase one half of it for $500,000. In March 2018, the final payment of $20,000 was paid, and the 100% acquisition was completed.

d) MacDougal Road Property, New Brunswick, Canada

During the year ended February 28, 2013, the Company entered into an option agreement whereby the Company was granted an option to acquire a 100% interest in the Antimony Property located in Western New Brunswick. In consideration of the acquisition, the Company agreed to pay the vendor $30,000 cash (see below) and to issue 15,000 shares (issued) over two years.

In May 2019, the Company issued 60,000 common shares for the settlement of the $30,000 payable. This completed the 100% acquisition.

e) Mascarene Property, New Brunswick, Canada

During the year ended February 28, 2018, the Company entered into an option agreement whereby the Company was granted an option to acquire a 100% interest in the Mascarene property located in New Brunswick. In consideration, the Company agreed to pay the vendor $15,000 (paid) in cash within ten business days upon signing of the agreement The Company will also make payments to the vendors totaling $185,000 cash over the next five years. In February 2019, the Company made cash payments totaling $25,000. For the fiscal year ended February 29, 2020, the Company made cash payments totaling $30,000. In May 2020, the Company made payments totaling $30,000.

There is a 2% net smelter royalty payable to the property owner with the Company retaining the right to purchase one percent for $1,000,000 upon the commencement of commercial production.

Notes to the Consolidated Financial Statements

For the Nine Months Ended November 30, 2020 (Expressed in Canadian Dollar) (Unaudited)

NOTE 7 – EXPLORATION AND EVALUATION ASSETS (Continued)

f) Mount Raymond Property, New Brunswick, Canada

During the year ended February 28, 2018, the Company staked a Mineral Exploration License in New Brunswick, referred to as the Mount Raymond Property.

g) Porcupine Property, New Brunswick, Canada

During the year ended February 28, 2011, the Company executed an option agreement to earn up to a 100% undivided interest in the Porcupine-Upper Miramichi Rare Earth Property located in New Brunswick. In consideration of the acquisition, the Company agreed to pay the vendors $6,000 upon signing of the agreement (paid), and an additional cash payment of $6,000 within 8 working days of the date of the agreement (paid). The Company also agreed to undertake to spend total minimum work commitments on the property of $120,000 over the next five years and to make payments to the vendors of $110,000 over the next five years (paid). Upon completion of the minimum work commitments and payments above, the Company earned a 100% undivided ownership interest in the property.

During the year ended February 29, 2012, the Company entered into an option agreement with Explorex Resources Inc. (Explorex) whereby Explorex was granted an option to acquire up to an 85% interest in the property. To earn an initial 70% interest, Explorex was required to make total cash payments of $180,000 ($25,000 received), issue a total of 850,000 common shares (150,000 common shares received) to the Company, and incur exploration expenditures of $1,000,000 over three years. A further 15% can be earned after completion of a bankable feasibility report. This agreement was terminated during the year ended February 28, 2015.

During the year ended February 28, 2017, the Company signed an amended option agreement with the vendors, whereby both parties agreed to extend the fourth anniversary option payment originally due on October 12, 2015 to June 12, 2017. As part of this agreement, the Company agreed to issue an additional 10,000 common shares fair valued at $10,000 to the vendors.

During the year ended February 28, 2018, the Company entered into an option agreement with Fort St James Nickel Corp. ("FTJ") to sell the Porcupine Property. Under the terms of the option agreement, FTJ is required to make the following payments to earn a 100% interest in the property: (i) a payment of $15,000 cash (received) and 500,000 common shares valued at $107,500 at the time of grant within five days of the approval date (received); (ii) a cash payment of $20,000 (received) and $75,000 (received shares with a fair market value of $43,359) in common shares on or before the first anniversary of the approval date; (iii) a cash payment of $20,000 and $75,000 in common shares on or before the second anniversary of the approval date; (iv) a cash payment of $20,000 and $75,000 in common shares on or before the third anniversary of the approval date; and (v) a cash payment of $75,000 and $200,000 in common shares on or before the fourth anniversary of the approval date. FTJ is also required to spend $1,000,000 in exploration expenditures on the property over a fouryear period with a minimum of $150,000 each year.

h) Golden Promise Property, Newfoundland, Canada

During the year ended February 28, 2017, the Company entered into an option agreement whereby the Company was granted an option to acquire a 100% interest in the Golden Promise Property in Newfoundland and Labrador. The property encompasses 60 stake lode claims located near the Town of Badger.

In consideration, the Company agreed to pay the vendor $35,000 in cash within three business days upon signing of the agreement (paid) and to issue 83,333 common shares valued at $50,000 upon regulatory approval (issued). The Company will also make payments to the vendors totalling $485,000 cash ($65,000 paid in 2018) and issue $450,000 in shares ($50,000 issued in 2018) over the next four years. In July 2018, the Company paid $125,000 and in August 2018 issued $50,000 equivalent shares. On July 9, 2019, the Company issued 25,000 shares with a market value of $85,000 and paid $145,000 in cash on July 31, 2019. The Company also issued 8,000 shares in July 2019 with a market value of $4,800 as a finder fee. On March 12, 2020, the Company issued 360,000 shares with a market value of $108,000 and on July 31, 2020 paid $150,000 in cash. In addition, the Company is required to spend a minimum of $500,000 in expenditures on the property by July 05, 2020. Upon completion of the minimum work commitments and payments above, the Company will earn a 100% undivided ownership interest in the property.

Notes to the Consolidated Financial Statements

For the Nine Months Ended November 30, 2020 (Expressed in Canadian Dollar)

(Unaudited)

NOTE 7 – EXPLORATION AND EVALUATION ASSETS (Continued)

h) Golden Promise Property, Newfoundland, Canada (Continued)

There is a 2% to 2.5% net smelter royalty payable to the property owner with the Company retaining the right to purchase one percent for $1,000,000. The Company will pay the property owner annual royalty advance of $20,000 commencing on the 7th anniversary and each subsequent year. All royalty payments contributed will be credited towards the royalty due to the property owner.

The Company also agreed to issue 25,000 common shares fair valued at $15,000 as finders' fee; 17,000 common shares with a fair value of $10,200 was issued in the year ended February 28, 2017.

i) Pilley's Island Property, Newfoundland, Canada

During the year ended February 28, 2018, the Company entered into an option agreement with Unity Resources Inc. ("Unity") under which the Company may acquire 100% interest of mining claims comprising the Pilley's Mine Project, the Southern Golden Promise Project, and the Point Leamington Project located in central Newfoundland. In consideration, the Company agreed to issue 100,000 shares fair valued at $100,000 (issued) to the vendor within ten days upon regulatory approval. The Company will also make payments to the vendors totaling $80,000 cash payments over five years or issue shares in equivalent value. On March 12, 2020, the Company issued 112,000 common shares with a market value of $33,600.

j) South Quarry Property, Newfoundland, Canada

During the year ended February 28, 2013, the Company entered into an option agreement whereby the Company was granted an option to acquire a 100% interest in the South Quarry tungsten Property. In consideration of the acquisition, the Company agreed to pay the vendor $135,000 in cash (paid) and issue 85,000 shares (issued) over four years. The Company earned a 100% interest in the property.

k) Mitchell Brook Property, Nova Scotia, Canada

During the year ended February 28, 2017, the Company staked a Mineral Exploration License in eastern Nova Scotia approximately 120 kilometers northeast of Halifax. The License consists of 33 claims, covering an area of approximately 534 hectares, and is referred to as the Mitchell Brook Property.

NOTE 8 - LOANS PAYABLE

During the year ended February 29, 2020, the Company entered into an agreement with an arm's length individual for a loan of $150,000. The loan is interest bearing at 10% per annum, unsecured, and has no specified terms of repayment. A payment of $127,000 was paid on the loan during the period ended November 30, 2020.

During the period ended August 31, 2020, the Company received a loan for $153,550 from an arm's length individual. The loan was non-interest bearing and had no specific terms of repayment. The loan was repaid in full during the period ended November 30, 2020.

NOTE 9 – SHARE CAPITAL

a) Authorized Share Capital

Unlimited number of common shares without par value.

b) Share Consolidation, Issued and Outstanding Share Capital

On June 27, 2019, the Company consolidated the issued share capital on the basis of ten old common shares for one new common share. Outstanding stock options, agent's options and warrants were adjusted by the Consolidation ratio. All common shares and per common share amounts in these financial statements have been retroactively restated to reflect the share consolidation.

As at November 30, 2020, there were 15,163,563 common shares issued and outstanding.

Notes to the Consolidated Financial Statements

For the Nine Months Ended November 30, 2020 (Expressed in Canadian Dollar) (Unaudited)

NOTE 9 – SHARE CAPITAL (Continued)

b) Share Consolidation, Issued and Outstanding Share Capital (Continued)

The following share issuances occurred during the period ended November 30, 2019:

• i) May 16, 2019, the Company issued 60,000 shares with a fair value of $30,000 pursuant to an option agreement on the MacDougal Road Property (Note7(d)).
• ii) On July 9, 2019, the Company issued 250,000 shares with a fair value of $85,000 pursuant to the Golden Promise Property (Note 7(h)). The Company also agreed to issue 8,000 common shares fair valued at $4,800 as a finders' fee on June 12, 2019.
• iii) On November 4, 2019, the Company closed a non-brokered private placement of 421,053 flow through shares at a price of $0.475 cents per share for gross proceeds of $200,000. Each Flow-Through share consists of one common share that qualifies as a "flow-through share" as defined in subsection 66(15) of the Income Tax Act. The Company issued 33,684 finders' warrants with a fair value of $9,654.

The following share issuances occurred during the period ended November 30, 2020:

• iv) March 12, 2020, the Company issued 472,000 shares with a fair value of $141,600 pursuant to option agreements on the Golden Promise and Pilley's Island Property (Note 7(h)(i)).
• v) On May 26, 2020, the Company issued 476,191 shares on a non-brokered private placement of flow through shares at a price of $0.42 cents per share for gross proceeds of $200,000. Each Flow-Through share consists of one common share that qualifies as a "flow-through share" as defined in subsection 66(15) of the Income Tax Act. There was no flow-through share premium associated with this private placement. The Company paid a cash commission of $16,000 and issued 38,095 finders' warrants with a fair value of $10,582.
• vi) On June 9, 2020, the Company issued closed a non-brokered private placement of flow through shares at a price of $0.42 cents per share for gross proceeds of $100,000. The Company issued 238,095 Flow-Through shares consisting of one common share that qualifies as a "flow-through share" as defined in subsection 66(15) of the Income Tax Act.
• vii) On September 16, 2020, the Company closed a tranche of a non-brokered private placement at a price of $0.50 cents per share for gross proceeds of $1,198,000. The Company issued 2,396,000 units consisting of one common share and one share purchase warrant exercisable at $0.75 per warrant for a period of three years. The Company paid cash commissions of $51,780 and issued 103,560 finders' warrants with a fair value of $39,925.
• viii) On September 21, 2020, the Company closed a non-brokered private placement at a price of $0.50 cents per share for gross proceeds of $1,042,000. The Company issued 2,084,000 units consisting of one common share and one share purchase warrant exercisable at $0.75 per warrant for a period of three years. The Company paid cash commissions of $24,000 and issued 48,000 finders' warrants with a fair value of $16,976.
• ix) On October 15, 2020, the Company issued closed a non-brokered private placement of flow through shares at a price of $0.51 cents per share for gross proceeds of $250,000. The Company issued 490,197 Flow-Through shares consisting of one common share that qualifies as a "flow-through share" as defined in subsection 66(15) of the Income Tax Act. The Company paid cash commissions of $20,000 and issued 39,215 finders' warrants with a fair value of $14,283.

Notes to the Consolidated Financial Statements

For the Nine Months Ended November 30, 2020 (Expressed in Canadian Dollar) (Unaudited)

NOTE 9 – SHARE CAPITAL (Continued)

b) Share Consolidation, Issued and Outstanding Share Capital (Continued)

• x) On November 13, 2020, the Company issued closed a non-brokered private placement of flow through shares at a price of $0.65 cents per share for gross proceeds of $250,000. The Company issued 384,616 Flow-Through shares consisting of one common share that qualifies as a "flow-through share" as defined in subsection 66(15) of the Income Tax Act. The Company paid cash commissions of $20,000 and issued 30,769 finders' warrants with a fair value of $10,707.
• xi) During the period ended November 30, 2020, the Company issued 40,000 shares on the exercise of options for gross proceeds of $16,400.

c) Stock Options

The Company has a stock option plan under which it is authorized to grant options to directors, employees, and consultants enabling them to acquire up to 10% of the issued and outstanding common shares of the Company. Under the plan, the exercise price of each option equals the market price, minimum price, or a discounted price of the Company's shares as calculated on the date of grant. The options can be granted for a maximum term of 5 years. Vesting terms are determined by the board of directors at the time of grant.

As at November 30, 2020, 539,000 options, with a weighted average exercise price of $0.77 per share and a weighted average remaining life of 2.64 years were outstanding.

Expiry Date	ExercisePrice	February 29,2020	Granted	Exercised	Expired/Cancelled	November30,2020
May 04, 2020	$1.00	14,000	-	-	(14,000)	-
June 5, 2021	$0.50	50,000	-	-	-	50,000
May 26, 2022	$1.50	64,000	-	-	-	64,000
March 22, 2023	$1.00	150,000	-	-	-	150,000
Oct23, 2023	$0.70	100,000	-	-	-	100,000
Sept23, 2024	$0.41	215,000	-	(40,000)	-	175,000
		593,000	-	(40,000)	(14,000)	539,000

As at November 30, 2019, 378,000 options, with a weighted average exercise price of $0.94 per share and a weighted average remaining life of 2.98 years were outstanding.

	Exercise	February 28,			Expired/	November30,
Expiry Date	Price	2019	Granted	Exercised	Cancelled	2019
May 04, 2020	$1.00	14,000	-	-	-	14,000
June 5, 2021	$0.50	50,000	-	-	-	50,000
May 26, 2022	$1.50	64,000	-	-	-	64,000
May 22, 2023	$1.00	150,000	-	-	-	150,000
Oct23, 2023	$0.70	100,000	-	-	-	100,000
		378,000	-	-	-	378,000

Notes to the Consolidated Financial Statements

For the Nine Months Ended November 30, 2020 (Expressed in Canadian Dollar)

(Unaudited)

NOTE 9 – SHARE CAPITAL (Continued)

c) Share-Based Payments

Stock-based compensation costs have been determined based on the fair value of the stock options and agents' warrants at the grant date using the Black-Scholes option-pricing model.

During the period ended November 30, 2020, the Company issued 259,639 (2019 – 33,684) agents' warrants. Stock-based compensation expense using the Black-Scholes option pricing model was $92,474 (2019 – $9,654) for agents' warrants granted in the period.

The following assumptions were used for the Black-Scholes valuation of stock options granted:

	2020	2019
Risk-free interest rate	0.1832-0.2789%	1.61%
Expected life of stock options	2-3years	2 years
Annualized volatility	103.13 -119.68%	104 –133%
Dividend rate	0.00%	0.00%

d) Share Purchase Warrants

As at November 30, 2020, 8,164,922 share purchase warrants, with a weighted average exercise price of $0.88 per share were outstanding.

	Exercise	February 29,			Expired/	November30,
Expiry Date	Price	2020	Granted	Exercised	Cancelled	2020
June 5, 2020	$1.00	49,500	-	-	(49,500)	-
June 29, 2020	$1.00	68,520	-	-	(68,520)	-
July 6, 2020	$1.00	113,000	-	-	(113,000)	-
July 31, 2020	$0.75	400,000	-	-	(400.000)	-
Aug14, 2020	$0.75	740,000	-	-	(740.000)	-
Oct19,2020	$1.00	552,000	-	-	(552,000)	-
July 27, 2021	$0.75	420,000	-	-	-	420,000
Aug6, 2021	$0.75	894,000	-	-	-	894,000
Aug7,2021	$0.75	340,000	-	-	-	340,000
Aug12, 2021	$0.75	346,000	-	-	-	346,000
Aug18, 2021	$0.65	90,000	-	-	-	90,000
Dec22, 2021	$1.50	50,000	-	-	-	50,000
May 23, 2022	$1.00	200,000	-	-	-	200,000
June 09, 2022	$1.25	435,000	-	-	-	435,000
June 14, 2022	$1.25	232,500	-	-	-	232,500
June 26, 2022	$1.25	332,500	-	-	-	332,500
Oct16, 2022	$2.20	344,922	-	-	-	344,922
Sept16, 2023	$0.75	-	2,396,000	-	-	2,396,000
Sept21, 2023	$0.75	-	2,084,000	-	-	2,084,000
		5,607,942	4,480,000	-	(1,923,020)	8,164,922

Notes to the Consolidated Financial Statements

For the Nine Months Ended November 30, 2020 (Expressed in Canadian Dollar) (Unaudited)

NOTE 9 – SHARE CAPITAL (Continued)

e) Share Purchase Warrants (Continued)

As at November 30, 2019, 3,607,942 share purchase warrants, with a weighted average exercise price of $1.10 per share were outstanding.

	Exercise	February 28,			Expired/	November30,
Expiry Date	Price	2019	Granted	Exercised	Cancelled	2019
Aug22, 2019	$2.00	100,000	-	-	(100,000)	-
June 5, 2020	$1.00	49,500	-	-	-	49,500
June 29, 2020	$1.00	68,520	-	-	-	68,520
July 6, 2020	$1.00	113,000	-	-	-	113,000
July 31, 2020	$0.75	400,000	-	-	-	400,000
Aug14, 2020	$0.75	740,000	-	-	-	740,000
Oct19, 2020	$1.00	552,000	-	-	-	552,000
Aug18, 2021	$0.65	90,000	-	-	-	90,000
Dec22, 2021	$1.50	50,000	-	-	-	50,000
May 23, 2022	$1.00	200,000	-	-	-	200,000
June 09, 2022	$1.25	435,000	-	-	-	435,000
June 14, 2022	$1.25	232,500	-	-	-	232,500
June 26, 2022	$1.25	332,500	-	-	-	332,500
Oct16, 2022	$2.20	344,922	-	-	-	344,922
		3,707,942	-	-	(100,000)	3,607,942

f) Agents' Warrants

As at November 30, 2020, 390,065 agents' warrants, with a weighted average exercise price of $0.82 per share were outstanding.

	Exercise	February 29,			Expired/	November30,
Expiry Date	Price	2020	Granted	Exercised	Cancelled	2020
June 5, 2020	$1.00	5,320	-	-	(5,300)	-
June 29, 2020	$1.00	1,920	-	-	(1,920)	-
July 6, 2020	$1.00	8,000	-	-	(8,000)	-
Oct19, 2020	$1.00	10,000	-	-	(10,000)	-
Aug12, 2021	$0.475	24,000	-	-	-	24,000
Nov4, 2021	$0.475	33,684	-	-	-	33,684
May 26, 2022	$0.42	-	38,095	-	-	38,095
June 09, 2022	$1.25	18,500	-	-	-	18,500
June 14, 2022	$1.25	13,250	-	-	-	13,250
June 26, 2022	$1.25	7,500	-	-	-	7,500
Oct15, 2022	$0.51	-	39,215	-	-	39,215
Oct16, 2022	$2.20	33,492	-	-	-	33,492
Nov13, 2022	$0.65	-	30,769	-	-	30,769
Sept16, 2023	$0.75	-	103,560	-	-	103,560
Sept21, 2023	$0.75	-	48,000	-	-	48,000
		155,666	259,639	-	(25,240)	390,065

Notes to the Consolidated Financial Statements

For the Nine Months Ended November 30, 2020 (Expressed in Canadian Dollar) (Unaudited)

NOTE 9 – SHARE CAPITAL (Continued)

f) Agents' Warrants (Continued)

As at November 30, 2019, 131,666 agents' warrants, with a weighted average exercise price of $1.25 per share were outstanding.

	Exercise	February 28,			Expired/	November30,
ExpiryDate	Price	2019	Granted	Exercised	Cancelled	2019
June 5, 2020	$1.00	5,320	-	-	-	5,320
June 29, 2020	$1.00	1,920	-	-	-	1,920
July 6, 2020	$1.00	8,000	-	-	-	8,000
Oct19, 2020	$1.00	10,000	-	-	-	10,000
Nov4, 2021	$0.475	-	33,684	-	-	33,684
June 09, 2022	$1.25	18,500	-	-	-	18,500
June 14, 2022	$1.25	13,250	-	-	-	13,250
June 26, 2022	$1.25	7,500	-	-	-	7,500
Oct16, 2022	$2.20	33,492	-	-	-	33,492
		97,982	33,684	-	-	131,666

NOTE 10 – RELATED PARTY TRANSACTIONS

Key management includes directors (executive and non-executive) and senior management, including Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO"). The amounts paid by the Company for the services provided by related parties have been determined by negotiation among the parties and, in certain cases, are covered by signed agreements. These transactions were in the normal course of operations. The amounts due to related parties are non-interest bearing, unsecured, and have no fixed terms of repayment, unless otherwise disclosed.

As at November 30, 2020, the Company has the following amounts due to (from) related parties.

	November30,	February 29,
	2020$	2020$
Dueto companies controlled by Directors and Officers for management
servicesand expense reimbursements	679	62,776
Due fromacompany under common control	(40,200)	(40,200)
	(39,521)	22,576

The Company had the following transactions with related parties:

• a) Management fees totalling $215,000 (2019 $135,000) plus $4,950 (2019 $4,950) in travel and other allowances paid or accrued to a director and an officer of the Company during the period ended November 30, 2020.
• b) Rent and office reimbursements were received or accrued from companies under common control for use of a shared office space. As at November 30, 2020, $40,200 (2019 - $40,200) was receivable from these companies.

Notes to the Consolidated Financial Statements

For the Nine Months Ended November 30, 2020 (Expressed in Canadian Dollar) (Unaudited)

NOTE 11 – COMMITMENTS

• a) On August 31, 2013, the Company entered into a three-year agreement with an officer and a director for management services for monthly fees of $10,000 plus reimbursement of all traveling and direct expenses. The agreement was renewed for an additional term of three years in August 2016. In September 2018, the monthly fee was increased to $15,000 per month with a vacation payout and a $25,000 bonus payout to be issued annually.
• b) The Company entered into an office space lease from August 21, 2012 to December 31, 2017 at $5,802 per month. The term of the lease has been extended for another five years, commencing January 01, 2018 and expiring December 31, 2022 at $6,252 per month.
• c) The Company entered into an equipment lease from May 1, 2018 to May 1, 2023 at $1,376 per quarter.

NOTE 12 – SUPPLEMENTAL CASH FLOW INFORMATION

Significant Non-Cash Financing Activities

November30,	November30,
	2019
$	$
141,600	119,800
141,600	119,800
	2020

NOTE 13 – 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, exploration, and development of resource 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 Company manages its share capital as capital, which as at November 30, 2020 was $20,205,528 (February 28, 2020 – $17,238,667). Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable.

The Company is not subject to externally imposed capital requirements. There were no changes in the Company's approach to capital management during the year ended February 29, 2020 nor during the period ended November 30, 2020.

NOTE 14 – FINANCIAL INSTRUMENTS

The fair value of the Company's loans payable amounts, due from/to related parties, and accounts payable and accrued liabilities, approximate their carrying value, which is the amount recorded on the statements of financial position. The Company's other financial instruments, cash and marketable securities under the fair value hierarchy are recorded at fair value based on level one quoted prices in active markets for identical assets or liabilities.

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

a) Credit Risk

Credit risk is the risk of loss associated with counterparty's inability to fulfill its payment obligations. The Company's credit risk is primarily attributable to amounts receivable. Management believes that the credit risk concentration with respect to financial instruments included in amounts receivable is not significant.

Notes to the Consolidated Financial Statements

For the Nine Months Ended November 30, 2020 (Expressed in Canadian Dollar)

(Unaudited)

NOTE 14 – FINANCIAL INSTRUMENTS (Continued)

b) Liquidity Risk

The Company's approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when due. As at November 30, 2020, the Company has a working capital of $1,214,814. All of the Company's financial liabilities have contractual maturities of less than 30 days and are subject to normal trade terms. The Company will be required to fund these liabilities through the issuance of capital stock and loans from related parties over the coming year.

c) Interest Rate Risk

Interest rate risk is the risk that future cash flows will fluctuate as a result of changes in market interest rates. Loans payable accrue interest at 10%, and/or are non-interest bearing. Based on forecast interest rate movements and due to the short-term nature of these financial instruments, fluctuations in market rates are not expected to have a significant impact on estimated fair values.

d) Price Risk

The Company is exposed to price risk with respect to commodity and equity prices. Equity price risk is defined as the potential adverse impact on the Company's earnings due to movements in individual equity prices or general movements in the level of the stock market. Commodity price risk is defined as the potential adverse impact on earnings and economic value due to commodity price movements and volatilities. The Company closely monitors commodity prices, individual equity movements, and the stock market to determine the appropriate course of action to be taken by the Company.

NOTE 15 – SUBSEQUENT EVENTS

2020 COVID-19 Pandemic

The outbreak of the COVID-19 virus and the worldwide pandemic has impacted the Company's plans and activities. The Company may face disruption to operations, supply chain delays, travel and trade restrictions, and impacts on economic activity in affected countries or regions can be expected and are difficult to quantify. Regional disease outbreaks and pandemics represent a serious threat to hiring and maintaining a skilled workforce and could be a major health-care challenge for the Company. There can be no assurance that the Company's personnel will not be impacted by these regional disease outbreaks and pandemics and ultimately that the Company would see its workforce productivity reduced or incur increased medical costs and insurance premiums as a result of these health risks.

In addition, the pandemic has created a dramatic slowdown in the global economy. The duration of the outbreak and the resulting travel restrictions, social distancing recommendations, government response actions, business disruptions and business closures may have an impact on the Company's exploration operations and access to capital. There can be no assurance that the Company will not be impacted by adverse consequences that may be brought about by the pandemic's impact on global industrial and financial markets which may reduce metal prices, share prices and financial liquidity thereby severely limiting access to essential capital.