M3 Metals Corp. — Interim / Quarterly Report 2021

Jul 31, 2021

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED MAY 31, 2021 AND 2020

(EXPRESSED IN CANADIAN DOLLARS – UNAUDITED)

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

MAY 31, 2021 (EXPRESSED IN CANADIAN DOLLARS – UNAUDITED)

Table of Contents
Notice of No Auditor Review	1
Condensed Interim Consolidated Statementsof Financial Position	2
Condensed Interim Consolidated Statements of Income (Loss)and ComprehensiveIncome (Loss)	3
Condensed Interim Consolidated Statements of Cash Flows	4
Condensed Interim Consolidated Statements of Changes in Shareholders' Equity	5
NotestoCondensed Interim Consolidated Financial Statements	6

NOTICE OF NO AUDITOR REVIEW OF CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

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

The accompanying unaudited condensed interim consolidated 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 the standards established by the Chartered Professional Accountants of Canada for a review of condensed interim consolidated financial statements by an entity's auditor.

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (EXPRESSED IN CANADIAN DOLLARS – UNAUDITED)

	May 31,2021	August 31,2020
	$	$
ASSETS
Current
Cash	205,299	79,823
Marketable securities (Note 3)	263,200	-
GST receivable	5,108	4,084
Prepaid expenses	24,150	17,175
Total current assets	497,757	101,082
Property and equipment (Note 4)	6,753	8,576
Exploration and evaluation properties (Note 5)	1,534,246	3,054,140
TOTAL ASSETS	2,038,756	3,163,798
LIABILITIES
Current
Accounts payable and accrued liabilities (Note 6 and 9)	167,460	193,711
SHAREHOLDERS' EQUITY
Share capital (Note 7)	42,405,506	41,580,751
Reserves (Note 8)	762,102	1,586,857
Deficit	(41,296,312)	(40,197,521)
TOTAL SHAREHOLDERS' EQUITY	1,871,296	2,970,087
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	2,038,756	3,163,798

NATURE AND CONTINUANCE OF OPERATIONS (Note 1)

Approved and authorized by the Board on July 30, 2021.

On behalf of the Board:

/s/ "Kosta Tsoutsis" /s/ "Adrian Smith" Director Director

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF INCOME (LOSS) AND COMPREHENSIVE INCOME (LOSS)

(EXPRESSED IN CANADIAN DOLLARS – UNAUDITED)

	For the three monthsended May 31,		For the nine months endedMay 31,
	2021$	2020$	2021$	2020$
Expenses
Consulting and directors fees (Note 9)	69,096	75,071	236,895	220,100
Depreciation (Note 4)	608	914	1,823	2,743
Investor relations	20,360	1,885	76,551	19,404
Marketing	1,569	1,871	5,068	228,039
Office and administration (Note 9)	19,474	24,601	91,259	85,018
Professional fees	6,666	5,690	30,644	26,330
Travel and related	1,193	1,572	4,690	17,796
	(118,966)	(111,604)	(446,930)	(599,430)
Gain on sales of exploration and evaluationproperties (Note 5)Unrealized loss on net change in fair value of	-	-	711,165	-
marketable securities (Note 3)Realized loss on sales of marketable securities(Note 3)	(276,360)-	--	(526,400)(11,465)	--
Recovery (write-off) of exploration and
evaluation properties (Note 5)	(860,101)	-	(825,161)	9,431
	(1,136,461)	-	(651,861)	9,431
Net loss and comprehensive loss for theperiod	(1,255,427)	(111,604)	(1,098,791)	(589,999)
Basic and diluted loss per share	(0.04)	(0.00)	(0.04)	(0.02)
Weighted average number of commonshares outstanding	30,647,273	30,501,403	30,647,273	30,069,499

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS (EXPRESSED IN CANADIAN DOLLARS – UNAUDITED)

	For the nine months endedMay 31,
	2021	2020
	$	$
Cash flows used in operating activities
Income (loss) for the period	(1,098,791)	(589,999)
Items not affecting cash:
Depreciation	1,823	2,743
Gain on sales of exploration and evaluation properties	(711,165)	-
Unrealized loss on net change in fair value of marketable securities	526,400	-
Realized loss on sales of marketable securities	11,465	-
Write-off (recovery) of exploration and evaluation properties	1,051,377	(9,431)
Changes in non-cash working capital items
Amounts receivable	(1,024)	4,720
Due from related party	-	22,370
Prepaid expenses	(6,975)	69,083
Accounts payable and accrued liabilities	(13,578)	(31,570)
	(240,468)	(532,084)
Cash flows from (used in) investing activities
Exploration and evaluation property expenditures	(32,991)	(466,171)
Proceeds from sales of exploration and evaluation properties	300,000	-
Proceeds received from sales of marketable securities	98,935	-
	365,944	(466,171)
Cash flows from financing activities
Warrants exercised	-	117,750
	-	117,750
Net change in cash	125,476	(880,505)
Cash, beginning of the period	79,823	1,150,893
Cash, end of the period	205,299	270,388
Supplemental cash flow information
Reclassification of warrants exercised	-	34,510
Reclassification of expired warrants	824,755	373,091
Value of shares received from sales of exploration and evaluation
assets	900,000	-
Exploration and evaluation assets in accounts payable and accrued
liabilities	70,810	16,577

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (EXPRESSED IN CANADIAN DOLLARS – UNAUDITED)

	Number ofSharesIssued	ShareCapital	Reserves	Deficit	TotalShareholders'Equity
	#	$	$	$	$
Balance at August 31, 2019	29,802,273	40,573,831	2,468,526	(39,471,944)	3,570,413
Warrants exercised	785,000	152,260	(34,510)	-	117,750
Warrants expiredLoss for the period	--	373,091-	(373,091)-	-(589,999)	-(589,999)
Balance at May 31, 2020	30,587,273	41,099,182	2,060,925	(40,061,943)	3,098,164
Share issued for exploration and
evaluation assetsWarrants expired	60,000-	7,501474,068	-(474,068)	--	7,501-
Loss for the period	-	-	-	(135,578)	(135,578)
Balance at August 31,2020	30,647,273	41,580,751	1,586,857	(40,197,521)	2,970,087
Warrants expired	-	824,755	(824,755)	-	-
Loss for the period	-	-	-	(1,098,791)	(1,098,791)
Balance at May 31, 2021	30,647,273	42,405,506	762,102	(41,296,312)	1,871,296

1. NATURE AND CONTINUANCE OF OPERATIONS

M3 Metals Corp. (the "Company") was incorporated under the Canada Business Corporations Act (CBCA) on February 27, 2007 and is listed for trading on the TSX Venture Exchange ("TSX-V") under the symbol V.MT. The Company's business is to acquire, explore and develop interests in mineral properties located in North America.

The Company's registered office is Suite 650 – 1188 West Georgia Street, Vancouver, BC, Canada, V6E 4A2. The Company maintains an executive office at Suite 300 - 1455 Bellevue Avenue, West Vancouver, BC, Canada, V7T 1C3.

The Company's exploration and evaluation properties are at the exploration and evaluation stage and are without a known body of commercial ore. The business of exploring for minerals and mining involves a high degree of risk. Few properties that are explored are ultimately developed into producing mines. Major expenses may be required to establish ore reserves, to develop metallurgical processes, to acquire construction and operating permits and to construct mining and processing facilities.

Although the Company has taken steps to verify title to the properties on which it is conducting exploration and in which it has an interest, in accordance with industry standards for the current stage of operations of such properties, these procedures do not guarantee the Company's title. Property title may be subject to government licensing requirements or regulations, unregistered prior agreements, unregistered claims, aboriginal claims, and non-compliance with regulatory and environmental requirements. The Company's assets may also be subject to increases in taxes and royalties, renegotiation of contracts, political uncertainty and currency exchange fluctuations and restrictions.

These condensed interim consolidated financial statements have been prepared on the assumption that the Company will continue as a going concern, meaning it will continue in operation for the foreseeable future and will be able to realize assets and discharge liabilities in the ordinary course of operations. Different bases of measurement may be appropriate if the Company is not expected to continue operations for the foreseeable future. The Company has a deficit of $41,296,312 and has incurred ongoing losses since inception. As at May 31, 2021, the Company had not advanced any of its properties to commercial production and is not able to finance day to day activities through operations. The Company's continuation as a going concern is dependent upon the successful results from its mineral property exploration activities and its ability to attain profitable operations and generate funds there from and/or raise equity capital or borrowings sufficient to meet current and future obligations. The Company may require additional financing for the upcoming fiscal year in order to maintain its operations and exploration activities. These material uncertainties may cast significant doubt on the Company's ability to continue as a going concern.

These condensed interim consolidated financial statements were reviewed, approved and authorized for issue by the Board of Directors on July 30, 2021.

2. SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PREPARATION

The following is a summary of significant accounting policies used in the preparation of these condensed interim consolidated financial statements.

Statement of compliance

These condensed interim consolidated financial statements of the Company have been prepared in accordance with International Accounting Standard 34 ("IAS 34") "Interim Financial Reporting", using accounting policies that are consistent and in accordance with the International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB") that are in effect at February 28, 2021.

2. SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PREPARATION (CONTINUED)

Basis of presentation

These condensed interim consolidated financial statements of the Company have been prepared on an accrual basis and are based on historical costs, modified where applicable. The condensed interim consolidated financial statements are presented in Canadian dollars unless otherwise noted.

The accounting policies applied in preparation of these condensed interim consolidated financial statements are consistent with those applied and disclosed in the Company's annual audited financial statements for the year ended August 31, 2020.

The Company's interim results are not necessarily indicative of its results for a full year.

Basis of consolidation

These condensed interim consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, ML Nevada Corp. All significant intercompany accounts and transactions between the Company and its subsidiary have been eliminated upon consolidation.

Foreign currency translation

The functional currency of an entity is the currency of the primary economic environment in which the entity operates. The functional currency of the Company and its subsidiary is the Canadian dollar. The functional currency determinations were conducted through an analysis of the consideration factors identified in IAS 21, The Effects of Changes in Foreign Exchange Rates.

Transactions in currencies other than Canadian dollars are recorded at exchange rates prevailing on the dates of the transactions. At the end of each reporting period, monetary assets and liabilities denominated in foreign currencies are translated at the period end exchange rate while non-monetary assets and liabilities are translated at historical rates. Revenues and expenses are translated at the exchange rates approximating those in effect on the date of the transactions. Exchange gains and losses arising on translation are included in comprehensive loss.

Use of estimates

The preparation of financial statements in conformity with IFRS requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported revenues and expenses during the period.

Although management uses historical experience and its best knowledge of the amount, events or actions to form the basis for judgments and estimates, actual results may differ from these estimates.

The most significant accounts that require estimates as the basis for determining the stated amounts include the recoverability of exploration and evaluation properties, valuation of share-based compensation, and recognition of deferred tax amounts.

2. SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PREPARATION (CONTINUED)

Use of estimates (continued)

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

Economic recoverability and probability of future economic benefits of exploration and evaluation properties

Management determined exploration, evaluation, and related costs incurred which are 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, a history of conversion of mineral deposits with similar characteristics to its own properties to proven and probable mineral reserves, the quality and capacity of existing infrastructure facilities, evaluation of permitting and environmental issues and local support for the project.

Information about assumptions and estimation uncertainties that have a significant risk of resulting in material adjustments are as follows:

Valuation of share-based compensation

The Company uses the Black-Scholes Option Pricing Model for valuation of share-based compensation. Option pricing models require the input of subjective assumptions including expected price volatility, interest rate, and forecasted dividend rate. Changes in the input assumptions can materially affect the fair value estimate and the Company's earnings and equity reserves.

Income taxes

In assessing the probability of realizing income tax assets, management makes estimates related to expectation of future taxable income, applicable tax opportunities, expected timing of reversals of existing temporary differences and the likelihood that tax positions taken will be sustained upon examination by applicable tax authorities. In making its assessments, management gives additional weight to positive and negative evidence that can be objectively verified.

COVID-19 Pandemic

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, customers, economies, and financial markets globally, potentially leading to an economic downturn. It has also disrupted the normal operations of many businesses, including the Company's. This outbreak could decrease spending, adversely affect and harm our business and results of operations. 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 results of operations at this time.

Recent accounting pronouncements

Other recent accounting pronouncements issued by IFRS as issued by IASB and IFRIC did not, or are not believed by management to, have a material impact on the Company's present or future financial position, results of operations or cash flows.

3. MARKETABLE SECURITIES

Marketable securities are comprised of the following:

	May31, 2021
	Shares#	Fair Value$
Cyon Exploration Ltd.("Cyon")	2,632,000	263,200

In October 2021, the Company received 3,000,000 common shares of Cyon at a fair value of $0.30 per share in connection with the Aspen Gold Property option agreement (Note 5). During the nine months ended May 31, 2021, the Company sold 356,000 Cyon common shares resulting in a loss of $11,465. Additionally, during the nine months ended May 31, 2021, the Company recorded an unrealized loss on net change in fair value of marketable securities of $526,400.

4. PROPERTY AND EQUIPMENT

	Computerhardware	Equipment	Vehicles	Total
	$	$	$	$
Cost:
At August 31, 2019and 2020,and
May31, 2021	31,502	24,740	101,524	157,766
Depreciation:
At August 31, 2019	29,993	20,835	94,705	145,533
Charge for the year	831	781	2,045	3,657
At August 31, 2020	30,824	21,616	96,750	149,190
Charge for the period	281	468	1,074	1,823
At May31, 2021	31,105	22,084	97,824	151,013
Net book value:
At August 31, 2020	678	3,124	4,774	8,576
At May31, 2021	397	2,656	3,700	6,753

5. EXPLORATION AND EVALUATION PROPERTIES

	Schefferville$	Aspen$	Stars$	Palmetto$	Mohave$	Total$
Balance, August 31, 2019	1	180,868	2,125,020	-	-	2,305,889
Property acquisition costs	-	-	57,501	(9,431)	100,213	148,283
Exploration expenditures:
Drilling	-	-	6,000	-	-	6,000
Geological	197,216	2,467	4,384	-	380,470	584,537
	197,216	2,467	67,885	(9,431)	480,683	738,820
Recovery of explorationand
evaluation properties	-	-	-	9,431	-	9,431
Balance, August 31, 2020	197,217	183,335	2,192,905	-	480,683	3,054,140
Exploration expenditures:
Drilling	-	-	1,999	-	-	1,999
Geological	2,226	5,500	-	-	10,593	18,319
	2,226	5,500	1,999	-	10,593	20,318
Value of option payments
received	-	(900,000)	-	-	(300,000)	(1,200,000)
Gainsfrom option payments
received	-	711,165	-	-	-	711,165
Recovery of exploration and
evaluation properties	-	-	-	-	(191,276)	(191,276)
Write-off of exploration and
evaluation properties	-	-	(860,101)	-	-	(860,101)
Balance, May31, 2021	199,443	-	1,334,803	-	-	1,534,246

Schefferville Properties

In 2011, the Company acquired a 100% interest in a number of properties. These properties are subject to certain royalty interests and NSRs.

Aspen Gold Property

In July 2016, the Company entered into an agreement (later amended in October 2016) with a company controlled by officer and directors to acquire a 90% interest in the Aspen Gold Property located in central British Columbia. Subsequently, the related party relinquished the remaining 10% interest of the property to the Company, which resulted the Company acquiring a 100% interest of the Aspen Gold Property. Under the terms of the amended agreement, the purchase price for the interest was $100,000 (paid).

In September 2020, the Company entered into a mineral property option agreement ("Aspen Option Agreement") with Big Rock Resources Inc. ("Big Rock"). Under the Aspen Option Agreement, Big Rock was granted the option to acquire a 100% right, title and interest in and to the Company's Aspen Gold Property in exchange for the payment to the Company of $100,000 and the issuance of 3,000,000 Big Rock common shares to the Company. The Big Rock common shares were subsequently converted to 3,000,000 Cyon common shares (Note 3).

During the nine months ended May 31, 2021, the Company recorded a gain on sales of exploration and evaluation properties of $711,165 in relation to the 3,000,000 Cyon shares with a fair value of $900,000 or $0.30 per share.

5. EXPLORATION AND EVALUATION PROPERTIES (CONTINUED)

Stars Property

In November 2017, the Company entered into two separate option agreements to acquire, by way of option, up to 80% of certain mining claims in the Omineca Mining Division located in north central British Columbia, approximately 40 kilometers south - southwest of Houston, BC (collectively, the "Stars Property"). The Company can earn a total of 80% interest in the Stars Property by fully exercising the options in the First Agreement and the Second Agreement as outlined below.

The first agreement (the "First Agreement") is with Pacific Empire Minerals Corp., an arm's length party which currently owns 50% of the Stars Property. Under the terms of the First Agreement, the Company has the option to earn up to a 30% interest in the Stars Property by completing the following:

	Cash payment ($)		Common shares		Expenditures ($)
Upon TSX-V approvalon
June 5, 2018	(paid)	10,000	(issued)	10,000		-
On or before June 5, 2019	(paid)	20,000	(issued)	20,000	(incurred)	500,0001
On or before June 5, 2020	(paid)	50,000	(issued)	30,000	(incurred)	1,000,0001
On or before June 5, 2021		-		-		3,000,000
Total Requirement		80,000		60,000		4,500,000

1 As at May 31, 2021, the Company had incurred $2,124,981 in exploration expenditures.

As at June 5, 2021, the Company was unable to fulfill its obligation under the First Agreement and has forfeited the option, as a result, the Company recorded a write-off of exploration and evaluation properties of $860,101 at May 31, 2021.

The second agreement (the "Second Agreement") (amended in June 2020 and July 2021) is with Divitiae Resources Ltd., a non-arm's-length party owned by Adrian Smith, P. Geo, a director of the Company, which currently owns 50% of the Stars Property. Under the amended terms of the Second Agreement, the Company has the option to earn up to an additional 50% interest in the Stars Property by completing the following:

	Cash payment ($)		Common shares
Upon TSX-V approvalonJune 5, 2018	(paid)	10,000	(issued)	20,000
On or before June 5, 2019	(paid)	20,000	(issued)	40,000
On or before June 5, 2020		-	(issued)	30,000
The earlier of: (i) on January31, 2022; or (ii) the
Company completinga financing for gross proceeds
exceeding $100,000		50,000		-
On or before January31, 2022		50,000		100,000
Total Requirement		130,000		190,000

Mohave Property

On September 21, 2019, the Company entered into an option agreements with DDS Resources LLC and Mohave Mine Partnership LLC (collectively, "Optionors") to acquire, by way of option, up to 100% of certain mining claims in the Weaver mining district, Mohave County, Arizona, USA (collectively, the "Mohave Mine Gold Property").

5. EXPLORATION AND EVALUATION PROPERTIES (CONTINUED)

Mohave Property (continued)

Under the terms of the agreement, the Company has the option to earn up to a 100% interest in the Mohave Mine Gold Property by completing the following:

	Cash payment (US$)		Expenditures (US$)
On or before October 1, 2019	(paid)	50,000		-
On or before March 31, 2021*	(paidby BMGUC)	75,000	(incurred)	50,000
On or before March 31, 2022*		100,000	(incurred)	200,000
On or before March 31, 2023*		150,000		300,000
On or before March 31, 2024*		200,000		350,000
On or before March 31, 2025*		3,000,000		400,000
Total Requirement		3,575,000		1,300,000

*As part of the Definitive Agreement (defined below), Black Mountain Gold USA Corp. ("BMGUC") is also responsible to keep the underlying option agreement between the Optionors and the Company in good standing by making the necessary cash payments and completing exploration expenditures requirement.

Upon the completion of all payments, the Company will grant a 1.5% net smelter royalty to the Optionors.

In July 2020, the Company entered into a mineral property option agreement (the "Definitive Agreement") with BMGUC. Under the Definitive Agreement, BMGUC can earn up to a 90% interest in the Mohave Mine Gold Property by making payments and incurring exploration expenditures as follows:

	Cash payment ($)	Expenditures ($)
On or before November 5, 2020	(paid)300,000	-
On or before May 4, 2022	400,000	-
On or before July 4, 2022	400,000	-
On or before July 4, 2023*	2,000,000	1,000,000
On or before July 4, 2024**	3,000,000	2,000,000
Total Requirement	6,100,000	3,000,000

*BMGUC must, at BMGUC's option, pay $2,000,000 or issue shares valued at the time of issuance of $2,000,000 up to 50% of BMGUC's outstanding shares to the Company.

**BMGUC must, at BMGUC's option, pay $3,000,000 or issue shares valued at the time of issuance of $3,000,000 up to 50% of BMGUC's outstanding shares to the Company.

As at May 31, 2021, the Company has recorded a net recovery of exploration and evaluation assets of $34,940 for the Mohave Property.

6. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

	May 31,2021$	August 31,2020$
Accounts payable	103,410	102,661
Accrued liabilities	64,050	91,050
	167,460	193,711

7. SHARE CAPITAL

Authorized share capital

Unlimited common shares without par value.

Issued share capital

During the nine months ended May 31, 2021:

There was no share issuance activity.

During the year ended August 31, 2020:

In June 2020, the Company issued 60,000 common shares in connection to the property option agreements for the Stars Property valued at $7,501 (Note 5).

The Company issued 785,000 common shares in connection with the exercise of 785,000 warrants with an exercise price of $0.15 for total proceeds of $117,750 (Note 8).

8. RESERVES

Stock options

The Company has a stock option plan ("the Plan") whereby it can grant options to directors, officers, employees, and technical consultants of the Company. The maximum number of shares that may be reserved for issuance under the Plan is limited to 10% of the issued common shares of the Company. Vesting and term of the option is determined by the board of directors in accordance with the Plan and the policies of the TSX-V.

A summary of stock option activities is as follows:

	Number ofoptions#	Weightedaverageexercise price$
Balance, August31, 2019and 2020, and May31, 2021	2,970,000	0.17

A summary of the stock options outstanding and exercisable at May 31, 2021 is as follows:

NumberOutstandingExercise Priceand Exercisable$		Expiry Date
0.17	2,970,000	May 13, 2024

The weighted average life of the outstanding stock options is 2.95 years.

8. RESERVES (CONTINUED)

Warrants

During the year ended August 31, 2020, the Company issued 785,000 common shares in connection with the exercise of 785,000 warrants with an exercise price of $0.15 for total proceeds of $117,750. As a result, the Company transferred $34,510 representing the fair value of the exercised warrants from reserves to share capital (Note 7). In addition, 2,514,871 warrants expired and, as a result, reclassified $847,159 from reserves to share capital.

During the nine months ended May 31, 2021, 18,831,000 warrants expired and, as a result, reclassified $824,755 from reserves to share capital.

A summary of share purchase warrant activities is as follows:

	Number ofwarrants	Weightedaverageexercise price$
Balance, August 31, 2019	22,130,871	0.29
Exercised	(785,000)	0.15
Expired	(2,514,871)	1.35
Balance, August 31, 2020	18,831,000	0.15
Expired	(18,831,000)	0.15
Balance, May 31, 2021	-	-

9. RELATED PARTY TRANSACTIONS

Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Company directly or indirectly, including directors (executive and non-executive) of the Company.

On May 1, 2019, the Company entered into a consulting agreement with the CFO and director of the Company. The agreement requires monthly payments of $3,000 for a period of 60 months. Included in the agreement is a provision for a one year payout in the event of termination without cause.

On May 1, 2019, the Company entered into a management agreement with the President and director of the Company. The agreement requires monthly payments of $10,000 for a period of 60 months. Included in the agreement is a provision for a one year payout in the event of termination without cause.

On May 1, 2019, the Company entered into a consulting agreement with the CEO and director of the Company. The agreement requires monthly payments of $10,000 for a period of 60 months. Included in the agreement is a provision for a one year payout in the event of termination without cause.

As at May 31, 2021, the Company has $4,487 (August 31, 2020 - $47,470) included in accounts payable and accrued liabilities due to officers, directors and companies controlled by officers and directors.

9. RELATED PARTY TRANSACTIONS (continued)

Summary of key management personnel compensation:

	For the ninemonthsendedMay 31,
	2021$	2020$
Consulting fees	210,889	217,100

In addition, the following amounts were incurred with respect to officers, directors and companies controlled by officers and directors:

	For the ninemonths endedMay 31,
	2021$	2020$
Exploration and evaluation property expendituresRent	-19,500	18,83722,500
Travel	30019,800	-41,337

10. CAPITAL MANAGEMENT

The Company considers its capital structure to include the components of shareholders' equity. Management's objective is to ensure that there is sufficient capital to minimize liquidity risk and to continue as a going concern. As the Company's properties are in the exploration and evaluation stage, the Company is currently unable to self-finance its operations. Although the Company has been successful in the past in obtaining financing through the sale of equity securities, there can be no assurance that the Company will be able to obtain adequate financing in the future, or that the terms of such financings will be favorable.

The Company's share capital is not subject to any external restrictions. The Company did not change its approach to capital management during the nine months ended May 31, 2021.

11. FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT

Financial instruments measured at fair value are classified into one of three levels in the fair value hierarchy according to the relative reliability of the inputs used to estimate the fair values. The three levels of the fair value hierarchy are:

• Level 1 Unadjusted quoted prices in active markets for identical assets or liabilities;
• Level 2 Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and
• Level 3 Inputs that are not based on observable market data.

The Company's financial instruments consist of cash, marketable securities, GST receivable, and accounts payable and accrued liabilities. The fair value of these financial instruments, other than cash and marketable securities, approximates their carrying values due to the short-term nature of these instruments. Cash and marketable securities are measured at fair value using level 1 inputs.

11. FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT (CONTINUED)

The Company is exposed to a variety of financial risks by virtue of its activities including currency, credit, interest rate, liquidity and commodity price risk.

a) Currency risk

The Company conducts exploration and evaluation activities in the United States. As such, it is subject to risk due to fluctuations in the exchange rates for the Canadian and US dollars. As at May 31, 2021, the Company had foreign currency net monetary financial liabilities of US$67,276. Each 10% change in the US dollar relative to the Canadian dollar will result in a foreign exchange gain/loss of approximately $8,000.

b) Credit risk

Credit risk is risk of financial loss to the Company if a counterparty to a financial instrument fails to meet its contractual obligations. The Company's cash is held in large Canadian financial institutions and GST receivable is due from the Government of Canada. The Company's financial instrument related to the GST receivable is not exposed to significant credit risk.

c) Interest rate risk

Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. There is no interest rate risk, as the Company has no interest bearing debt subject to floating interest rates.

d) Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its obligations as they come due. The Company's ability to continue as a going concern is dependent on management's ability to raise the required capital through future equity or debt issuances. The Company manages its liquidity risk by forecasting cash flows from operations and anticipating any investing and financing activities. Management and the Board of Directors are actively involved in the review, planning, and approval of significant expenditures and commitments. As at May 31, 2021, the Company had a cash balance of $205,299 to settle current liabilities of $167,460.

e) Commodity price risk

The ability of the Company to explore and evaluate its exploration and evaluation properties and the future profitability of the Company are directly related to the price of gold. The Company monitors iron and gold prices to determine the appropriate course of action to be taken.

12. SEGMENTED INFORMATION

The Company has one operating segment, being the acquisition and exploration of exploration and evaluation properties. Geographic information is as follows:

	As at May31, 2021
	Canada$	US$		Total$
Property and equipment	6,753		-	6,753
Exploration and evaluation properties	1,534,246		-	1,534,246
	1,540,999		-	1,540,999

12. SEGMENTED INFORMATION (continued)

	As at August31, 2020
	Canada	US	Total
	$	$	$
Property and equipment	8,576	-	8,576
Exploration and evaluation properties	2,573,457	480,683	3,054,140
	2,582,033	480,683	3,062,716