Marvel Discovery Corp. — Audit Report / Information 2023

Dec 30, 2023

==> picture [182 x 94] intentionally omitted <==

Consolidated Financial Statements Years ended August 31, 2023 and 2022 Expressed in Canadian Dollars

==> picture [102 x 29] intentionally omitted <==

Crowe MacKay LLP

1100 - 1177 West Hastings Street Vancouver, BC V6E 4T5 Main +1 (604) 687-4511 Fax +1 (604) 687-5805 www.crowemackay.ca

Independent Auditor's Report

To the Shareholders of Marvel Discovery Corp.

Opinion

We have audited the consolidated financial statements of Marvel Discovery Corp. (the "Group"), which comprise the consolidated statements of financial position as at August 31, 2023 and August 31, 2022 and the consolidated statements of operations and comprehensive loss, changes in shareholders' equity and cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as at August 31, 2023 and August 31, 2022, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with International Financial Reporting Standards.

Basis for Opinion

We conducted our audit in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the consolidated financial statements in Canada, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Material Uncertainty Related to Going Concern

We draw attention to Note 1 to the consolidated financial statements which describes the material uncertainty that may cast significant doubt on the Group's ability to continue as a going concern. Our opinion is not modified in respect of this matter.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the year ended August 31, 2023. In addition to the matter described in the Material uncertainty related to going concern section, we have determined the matters described below to be a key audit matter to be communicated in our report. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Recoverability of Exploration and Evaluation Assets

As disclosed in Note 6 to the consolidated financial statements, the carrying value of Exploration and Evaluation Assets represents a significant asset of the Group. Refer to Notes 3 and 4 to the consolidated financial statements for a description of the accounting policy and significant judgments applied to Exploration and Evaluation Assets.

At each reporting period end, management applies judgment in assessing whether there are any indicators of impairment relating to mining claims and deferred exploration costs. If there are indicators of impairment, the recoverable amount of the related asset is estimated in order to determine the extent of any impairment. Indicators of impairment may include (i) the period during which the entity has the right to explore in the specific area has expired during the year or will expire in the near future and is not expected to be renewed; (ii) substantive expenditure on further exploration for and evaluation of mineral resources in the specific area is neither budgeted nor planned; (iii) exploration for and evaluation of mineral resources in the specific area have not led to the discovery of commercially viable quantities of mineral resources and the entity has decided to discontinue such activities in the specific area; and (iv) sufficient data exists to indicate that the carrying amount of the mining claims and deferred exploration costs is unlikely to be recovered in full from successful development or by sale.

Why the matter was determined to be a key audit matter

We considered this a key audit matter due to (i) the significance of the mining claims and deferred exploration costs balance and (ii) the judgments made by management in its assessment of indicators of impairment related to mining claims and deferred exploration costs, which have resulted in a high degree of subjectivity in performing audit procedures related to these judgments applied by management.

How the matter was addressed in our audit

We have evaluated management’s assessment of impairment indicators per IFRS 6 Exploration for and Evaluation of Mineral Resources, including but not limited to:

• Obtaining, by reference to government registries, evidence to support (i) the right to explore the area and (ii) claim expiration dates;

• Assessing compliance with option agreements by reviewing agreements, and vouching cash payments and share issuances;

• Considering the status of the relevant exploration areas by holding discussions with management, and reviewing the Group’s exploration budget;

• Enquiring with management and reviewing its future plans and other documentation as evidence that further exploration and evaluation activities in the area of interest will be continued in the future;

• Assessing whether any data exists to suggest that the carrying value of the Exploration and Evaluation assets is unlikely to be recovered through development or sale; and

• Assessing the adequacy of the related disclosures in Notes 3, 4, and 6 to the consolidated financial statements.

Valuation of Level 3 Investment

We draw your attention to Notes 3, 4 and 13 to the consolidated financial statements. The Group’s investments include securities of a private entity for which quoted price is not available. The investment is recorded at fair value based on the price of a recent equity financing completed by the private entity and is classified as level 3 within the fair value hierarchy.

Why the matter is a Key Audit Matter

We considered this a key audit matter due to (i) the significance of the investment balance and (ii) management judgment involved in the use of level 3 inputs to establish the fair value of the investment.

How the Key Audit Matter Was Addressed in the Audit

The primary procedures we performed to address the Company's valuation of the investment included the following:

• Obtained an understanding of and assessing management's process to develop the estimates;

• Assessed whether any data exists to suggest that there have been significant corporate, operating, technological or economic events affecting the private entity that have a positive or negative impact on the private entity’s prospects;

• Obtained evidence of significant new equity financing with arms-length investors completed by the private entity;

• Verified the price of the recent equity financing by reviewing sample subscription agreements; and

• Assessed the related disclosures in the consolidated financial statements.

Other Information

Management is responsible for the other information. The other information comprises:

• Management's Discussion and Analysis

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

In connection with our audit of the consolidated financial statements, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

We obtained the other information prior to the date of this auditor's report. If, based on the work we have performed on this other information, we conclude that there is a material misstatement of this other information, we are required to report that fact in this auditor's report. We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements

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

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

Those charged with governance are responsible for overseeing the Group’s financial reporting process.

Auditor's Responsibilities for the Audit of the Consolidated Financial Statements

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

As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

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

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

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

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

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

• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

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

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partner on the audit resulting in this independent auditor's report is Hilda Leung.

==> picture [197 x 32] intentionally omitted <==

Chartered Professional Accountants Vancouver, Canada December 29, 2023

MARVEL DISCOVERY CORP. Consolidated Statements of Financial Position As at August 31, 2023 and 2022 (Expressed in Canadian dollars)

MARVEL DISCOVERY CORP. Consolidated Statements of Financial Position As at August 31, 2023 and 2022 Expressed in Canadian dollars)
		August 31,		August 31,
		2023			2022
ASSETS
Current
Cash	$	395,664		$	104,064
Amount receivable (Note 5)		141,406			63,053
Due from related parties (Note 10)		34,254			105,369
Prepaid expenses and deposits (Note 10)		25,377			69,653
		596,701			342,139
Advances on exploration expenditures		29,403			35,612
Investments (Note 13)		617,374			500,000
Explorationand evaluationassets (Note 6)		3,940,920			2,775,639
	$	5,184,398	$		3,653,390
LIABILITIES
Current
Accounts payable and accrued liabilities (Notes 7 and 10)	$	650,615		$	593,251
Due to related parties (Note 10)		3,587			25,000
Flow-through premium (Note 14)		128,272			52,270
		782,474			670,521
SHAREHOLDERS’ EQUITY
Share capital (Note 9)		18,668,438			16,701,543
Share subscription receivable (Notes 9 and 10)		(78,400)			(203,550)
Reserves (Note 9)		1,712,822			1,657,147
Deficit		(15,900,936)			(15,172,271)
		4,401,924			2,982,869
	$	5,184,398	$		3,653,390

Nature and continuance of operations (Note 1) Commitments (Note 6) Contingency (Note 8) Subsequent events (Notes 6, 8, and 15)

Approved and authorized for issuance on behalf of the Board of Directors on December 29, 2023:

/s/ Karim Rayani /s/ Fraser Rieche

Karim Rayani

Fraser Rieche

7

The accompanying notes are an integral part of these consolidated financial statements

MARVEL DISCOVERY CORP.

Consolidated Statements of Operations and Comprehensive Loss For the years ended August 31, 2023 and 2022 (Expressed in Canadian dollars)

MARVEL DISCOVERY CORP. Consolidated Statements of Operations and Comprehensive Loss For the years ended August 31, 2023 and 2022 (Expressed in Canadian dollars)
	For the years ended August 31,
		2023		2022
Operating expenses
Bank and interest charges	$	1,629	$	1,340
Consulting fees (Note 10)		65,690		73,151
Filing and transfer agent fees		83,142		57,755
Investor relations		61,833		36,667
Management fees (Note 10)		119,000		146,000
Office and miscellaneous		9,862		1,292
Part XII.6 tax		31,439		1,927
Professional fees (Note 10)		53,667		105,231
Property investigation cost		-		12,000
Rent (Note 10)		30,000		30,000
Share-based payment (Note 9)		-		18,540
Shareholder communications		101,298		201,720
Travel and promotion		9,427		9,420
Total expenses		566 987		695,043
Loss before other items:		(566,987)		(695,043)
Other items:
Bad (debts) recovery		100,110		(101,734)
Gain on debt settlement		-		2,615
Interest income		3,287		1,612
Other income (Notes 6 and 14)		154,832		65,276
Unrealized loss on fair value of investments (Note 13)		(8,757)		(81,578)
Write-off of exploration and evaluation assets (Note 6)		(411,150)		-
Totalother items		(161,678)		(113,809)
Net loss and comprehensive loss for the year	$	(728,665)	$	(808,852)
Basic and diluted loss per share	$	(0.01)	$	(0.01)
Weighted average number of common shares outstanding		114,914,024		91,016,325

8

The accompanying notes are an integral part of these consolidated financial statements

MARVEL DISCOVERY CORP. Consolidated Statements of Changes in Shareholders’ Equity For the years ended August 31, 2023 and 2022 (Expressed in Canadian dollars)

					Share
	Number of		Share	subscription		Option		Warrant
	shares		Capital	receivable		reserves		reserves	Deficit	Total
Balance, August 31, 2021	79,057,772	$	14,423,772	$	(193,750)	$ 1,361,347	$	152,962 $	(14,363,419) $	1,380,912
Share subscription received	-		-		155,600	-		-	-	155,600
Private placement	9,863,756		1,185,667		(10,400)	-		120,708	-	1,295,975
Flow-through premium	-		(117,546)		-	-		-	-	(117,546)
Share issue cost	-		(64,610)		-	-		-	-	(64,610)
Shares issued pursuant to warrants exercised	6,827,000		472,850		(155,000)	-		-	-	317,850
Shares issued pursuant to options exercised	750,000		108,410		-	(31,410)		-	-	77,000
Shares issued to acquire exploration and evaluation assets	5,700,000		693,000		-	-		-	-	693,000
Warrants issued to acquire exploration and evaluation
assets	-		-		-	-		35,000	-	35,000
Share-based payments	-		-		-	18,540		-	-	18,540
Net loss for the year	-		-		-	-		-	(808,852)	(808,852)
Balance,August 31,2022	102,198,528		16,701,543		(203,550)	1,348,477		308,670	(15,172,271)	2,982,869
Shares issued pursuant to options exercised	166,667		41,084		-	(21,084)		-	-	20,000
Private placement	21,928,369		2,330,454		-	-		-	-	2,330,454
Flow-through premium	-		(195,834)		-	-		-	-	(195,834)
Share issue cost	-		(253,759)		-	-		76,759	-	(177,000)
Shares issued to acquire exploration and evaluation assets	450,000		34,500		-	-		-	-	34,500
Units issued for settlement of debt	95,000		10,450		-	-		-	-	10,450
Share subscription received	-		-		125,150	-		-	-	125,150
Net loss for the year	-		-		-	-		-	(728,665)	(728,665)
Balance,August 31,2023	124,838,564	$	18,668,438	$	(78,400)	$ 1,327,393	$	385,429 $	(15,900,936) $	4,401,924

9

The accompanying notes are an integral part of these consolidated financial statements

MARVEL DISCOVERY CORP. Consolidated Statements of Cash Flows For the years ended August 31, 2023 and 2022 (Expressed in Canadian dollars)

	For the years	For the years	ended	August 31,
		2023		2022
Operating Activities
Net loss for the year	$	(728,665)	$	(808,852)
Items not affecting cash:
Bad debts		4,890		101,734
Gain on debt settlement		-		(2,615)
Other income		(119,832)		(65,276)
Share-based payments		-		18,540
Unrealized loss on fair value of investments		8,757		81,578
Write-off of exploration and evaluation assets		411,150		-
Changes in non-cash working capital items related to operations:
Accrued interest income		(3,287)		(1,612)
Amount receivable		(78,353)		15,301
Prepaid expenses and deposits		44,276		5,672
Accounts payable and accrued liabilities		(113,103)		125,396
Cash used in operating activities		(574,167)		(530,134)
Investing Activities
Exploration and evaluation assets, net of recovery		(1,451,386)		(1,169,968)
Investments		(40,000)		-
Repayments from related party		100,000		-
Advances to related parties		(20,038)		(103,267)
Cash used in investing activities		(1,411,424)		(1,273,235)
Financing Activities
Issuance of common shares, net of share issue costs		2,173,454		1,781,815
Due to related parties		(21,413)		25,000
Share subscription received		125,150		-
Cash provided by financing activities		2,277,191		1,806,815
Change in cash during the year		291,600		3,466
Cash, beginning of year		104,064		100,618
Cash,end of theyear	$	395,664	$	104,064
Supplemental Disclosure of Cash Flow Information:
Cash paid during the year:
Interest	$	-	$	-
Income taxes	$	-	$	-

Supplemental disclosure – (Note 12)

The accompanying notes are an integral part of these consolidated financial statements

10

MARVEL DISCOVERY CORP. Notes to the Consolidated Financial Statements For the years ended August 31, 2023 and 2022 (Expressed in Canadian dollars)

1. Nature and continuance of operations

Marvel Discovery Corp. (formerly International Montoro Resources Inc.) (the “Company”) was incorporated on January 30, 1987 under the laws of the Province of British Columbia, Canada, and its principal activity is the acquisition and exploration of mineral properties in Canada. The Company changed its name on February 24, 2021. The Company’s shares are traded on the TSX Venture Exchange (“TSX-V”) under the symbol “MARV”.

The corporate office and principal place of business of the Company is Suite 1100 – 1111 Melville St., Vancouver, British Columbia, V6E 3V6.

The Company is in the business of exploring its mineral exploration assets and has not yet determined whether these properties contain ore reserves that are economically recoverable. At August 31, 2023, the Company was in the exploration stage and had interests in properties in Canada.

These consolidated financial statements have been prepared on a going concern basis, which presumes the realization of assets and discharge of liabilities in the normal course of business for the foreseeable future. The ability of the Company to continue as a going concern and the recoverability of the amounts shown for exploration and evaluation assets are dependent upon the existence of economically recoverable reserves, the ability of the Company to obtain necessary financing to complete the development, and upon future profitable production or proceeds from the disposition thereof. There is significant uncertainty regarding the outcome of these matters. The Company has sustained losses from operations and has an ongoing requirement for capital investment to explore its exploration and evaluation assets. As at August 31, 2023, the Company had a working capital deficiency of $185,773 (2022 – $328,382) and accumulated deficit of $15,600,936 (2022 - $15,172,271). Based on its current plans, budgeted expenditures, and cash requirements, the Company does not have sufficient cash to finance its current plans. The Company expects that it will need to raise substantial additional capital to accomplish its business plan over the next several years. The Company expects to seek additional financing through equity financing. There can be no assurance as to the availability or terms upon which such financing might be available.

These conditions indicate the existence of a material uncertainty that may cast significant doubt about the Company’s ability to continue as a going concern.

The Company’s business may be affected by changes in political and market conditions, such as interest rates, availability of credit, inflation rates, changes in laws, and national and international circumstances. Recent geopolitical events and potential economic global challenges such as the risk of higher inflation and energy crises, may create further uncertainty and risk with respect to the prospects of the Company’s business.

These 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.

2. Basis of preparation

Statement of compliance

The consolidated financial statements of the Company have been prepared in accordance with International Financial Reporting Standards (“IFRS”) issued by the International Accounting Standards Board (“IASB”) and interpretations of the International Financial Reporting Interpretations Committee (“IFRIC”).

The consolidated financial statements were reviewed by the Board of Directors and approved on December 29, 2023.

11

MARVEL DISCOVERY CORP. Notes to the Consolidated Financial Statements For the years ended August 31, 2023 and 2022 (Expressed in Canadian dollars)

2. Basis of preparation – (cont’d)

Basis of preparation

The consolidated financial statements of the Company have been prepared on an accrual basis and are based on historical costs, except for financial instruments classified as fair value through profit and loss, which are stated at their fair value. The consolidated financial statements are presented in Canadian dollars, which is the Company’s functional currency, unless otherwise noted.

3. Significant accounting policies

The accounting policies set out below have been applied consistently in the consolidated financial statements, unless otherwise indicated.

Basis of consolidation

These consolidated financial statements include the accounts of the Company and its subsidiaries. The results of the subsidiaries will continue to be included in the consolidated financial statements of the Company until the date that the Company's control over the respective subsidiaries cease. Control exists when the Company has the power, directly or indirectly, to govern the financial and operating policies of an entity so as to obtain benefits from its activities.

Inter-company balances and transactions, including unrealized income and expenses arising from intercompany transactions, are eliminated on consolidation.

Entity	Incorporation	Status	Functional
			Currency
New Marvel Gold Corp.	B.C., Canada	Inactive	CDN Dollar
New Marvel Energy Corp.	B.C., Canada	Inactive	CDN Dollar

New Marvel Gold Corp. was incorporated on July 19, 2021, and New Marvel Energy Corp. was incorporated on April 8, 2022. They are wholly owned subsidiaries of the Company since their respective incorporation date to August 31, 2023.

Exploration and evaluation assets

The Company is in the exploration stage in respect to its exploration and evaluation assets.

Pre-exploration costs are expensed in the year in which they are incurred.

Once the legal right to explore a property has been acquired, costs directly related to exploration and evaluation expenditures are recognized and capitalized, in addition to the acquisition costs. These direct expenditures include such costs as materials used, geological and geophysical evaluation, surveying costs, drilling costs, payments made to contractors and depreciation on property and equipment during the exploration phase. Costs not directly attributable to exploration and evaluation activities, including general administrative overhead costs, are expensed in the year in which they occur.

Where the Company has entered into option agreements for the acquisition of an interest in exploration and evaluation assets which provided for periodic payments, such amounts unpaid are not recorded as a liability when they are payable entirely at the Company's discretion. Although the Company has taken steps to verify title to the exploration and evaluation assets in which it has an interest, these procedures do not guarantee the Company’s title. The exploration and evaluation assets may be subject to prior undetected agreements or transfers and title may be affected by such defects.

12

MARVEL DISCOVERY CORP. Notes to the Consolidated Financial Statements For the years ended August 31, 2023 and 2022 (Expressed in Canadian dollars)

3. Significant accounting policies – (cont’d)

Exploration and evaluation assets – (cont’d)

When a project is deemed to no longer have commercially viable prospects to the Company, exploration and evaluation expenditures in respect of that project are deemed to be impaired. As a result, those exploration and evaluation expenditure costs, in excess of estimated recoveries, are written-off to profit or loss.

The Company assesses exploration and evaluation assets for indications of impairment at each reporting date.

Once the technical feasibility and commercial viability of extracting the mineral resource has been determined, the property is considered to be a mine under development and is classified as “mine development cost”. Exploration and evaluation assets are tested for impairment before the assets are transferred to development properties.

Any incidental revenue earned in connection with exploration activities is applied as a reduction to capitalized exploration costs. Any operational income earned in connection with exploration activities is recognized in profit or loss.

Impairment of assets

The carrying amount of the Company’s assets (which include exploration and evaluation assets) is reviewed at each reporting date to determine whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss. An impairment loss is recognized whenever the carrying amount of an asset or its cash generating unit exceeds its recoverable amount. Impairment losses are recognized in profit or loss.

The recoverable amount of assets is the greater of an asset’s fair value less cost to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects the current market assessments of the time value of money and the risks specific to the asset. For an asset that does not generate cash inflows largely independent of those from other assets, the recoverable amount is determined for the cash-generating unit to which the asset belongs.

An impairment loss is only reversed if there is an indication that the impairment loss may no longer exist and there has been a change in the estimates used to determine the recoverable amount, however, not to an amount higher than the carrying amount that would have been determined had no impairment loss been recognized in previous years.

Financial instruments

Financial Assets

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

13

MARVEL DISCOVERY CORP. Notes to the Consolidated Financial Statements For the years ended August 31, 2023 and 2022 (Expressed in Canadian dollars)

3. Significant accounting policies – (cont’d)

Financial instruments – (cont’d)

Financial assets – (cont’d)

Subsequent measurement of financial assets depends on their classification. The classification depends on the Company’s business model for managing the financial assets and contractual terms of the cash flows. These are the measurement categories under which the Company classifies its financial assets:

• Amortized cost: Assets that are held for collection of contractual cash flows where those cash flows represent solely payments of principal and interest are measured at amortized cost. A gain or loss on a debt investment that is subsequently measured at amortized cost is recognized in profit or loss when the asset is derecognized or impaired. Interest income from these financial assets is included in interest income using the effective interest rate method.

• Fair value through other comprehensive income (“FVOCI”): Assets that are held for collection of contractual cash flows and for selling the financial assets, where the assets’ cash flows represent solely payments of principal and interest, are measured at FVOCI. Movements in the carrying amount are taken through other comprehensive income (“OCI”), except for the recognition of impairment gains and losses, interest revenue, and foreign exchange gains and losses which are recognized in profit or loss. When the financial asset is derecognized, the cumulative gain or loss previously recognized in OCI is not reclassified from equity to profit or loss and remains in accumulated OCI.

• Fair value through profit or loss: Assets that do not meet the criteria for amortized cost or FVOCI are measured at FVTPL. A gain or loss on an investment that is subsequently measured at FVTPL is recognized in profit or loss and presented net as other income/expense in the consolidated statement of operations in the period which it arises.

The Company’s cash has been designated as FVTPL and accounts receivable and due from related parties are measured at amortized cost. Investment was measured using the equity method during the comparative period until March 23, 2022. Thereafter, it was measured at FVTPL.

Impairment of Financial Assets at Amortized Cost

The Company recognizes a loss allowance for expected credit losses on financial assets that are measured at amortized cost. At each reporting date, the Company measures the loss allowance for the financial asset at an amount equal to the lifetime expected credit losses of the credit risk on the financial asset has increased significantly since initial recognition. If at the reporting date, the financial asset has not increased significantly since initial recognition, the Company measures the loss allowance for the financial asset at an amount equal to the twelve month expected credit losses. The Company shall recognize in profit or loss, as an impairment gain or loss, the amount of expected credit losses (or reversal) that is required to adjust the loss allowance at the reporting date to the amount that is required to be recognized.

Derecognition

The Company derecognizes financial assets only when the contractual rights to cash flows from the financial assets expire, or when it transfers the financial assets and substantially all of the associated risks and rewards of ownership to another entity. Gains and losses on derecognition are generally recognized in operations.

14

MARVEL DISCOVERY CORP. Notes to the Consolidated Financial Statements For the years ended August 31, 2023 and 2022 (Expressed in Canadian dollars)

3. Significant accounting policies – (cont’d)

Financial instruments – (cont’d)

Financial Liabilities

The Company classifies its financial liabilities into the following categories: financial liabilities at FVTPL and amortized cost.

A financial liability is classified as FVTPL if it is classified as held-for-trading or is designated as such on initial recognition. Directly attributable transaction costs are recognized in profit or loss as incurred. The fair value changes to financial liabilities at FVTPL are presented as follows: the amount of change in fair value that is attributable to changes in the credit risk of the liability is presented in OCI; and the remaining amount of the change in the fair value is presented in profit or loss. The Company does not designate any financial liabilities at FVTPL.

Other non-derivative financial liabilities are initially measured at fair value less any directly attributable transaction costs. Subsequent to initial recognition, these liabilities are measured at amortized cost using the effective interest rate method. The Company classifies its accounts payable and accrued liabilities and due to related parties as financial liabilities held at amortized cost.

Provisions

Rehabilitation Provision

The Company is subject to various government laws and regulations relating to environmental disturbances caused by exploration and evaluation activities. The Company records the present value of the estimated costs of legal and constructive obligations required to restore the exploration sites in the year in which the obligation is incurred. The nature of the rehabilitation activities includes restoration, reclamation and re-vegetation of the affected exploration sites.

The rehabilitation provision generally arises when the environmental disturbance is subject to government laws and regulations. When the liability is recognized, the present value of the estimated costs is capitalized by increasing the carrying amount of the related exploration and evaluation assets. Over time, the discounted liability is increased for the changes in present value based on current market discount rates and liability specific risks.

Additional environment disturbances or changes in rehabilitation costs will be recognized as additions to the corresponding assets and rehabilitation liability in the year in which they occur.

Other Provisions

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

15

MARVEL DISCOVERY CORP. Notes to the Consolidated Financial Statements For the years ended August 31, 2023 and 2022 (Expressed in Canadian dollars)

3. Significant accounting policies – (cont’d)

Basic and diluted loss per share

Basic loss per share is computed by dividing the net loss by the weighted average number of outstanding shares in issue during the reporting period. Diluted loss per share is computed similar to basic loss except that the weighted average number of outstanding shares include additional shares for the assumed exercise of stock options and warrants, if dilutive. The number of additional shares is calculated by assuming that outstanding stock options and warrants were exercised and the proceeds from such exercises were used to acquire common stock at the average market price during the reporting periods. In a loss reporting period, potentially dilutive common shares are excluded from the loss per share calculation as the effect would be anti-dilutive.

Income taxes

Income tax comprises current and deferred tax. Income tax is recognized in profit and loss except to the extent that it relates to items recognized directly in equity or other comprehensive income (loss), in which case the income tax is also recognized directly in equity or other comprehensive income (loss).

Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted, or substantively enacted, at the end of the reporting period, and any adjustment to tax payable in respect of previous years.

Current tax assets and current tax liabilities are only offset if a legally enforceable right exists to set off the amounts, and the Company intends to settle on a net basis, or to realize the asset and settle the liability simultaneously.

Deferred tax is recognized in respect of all qualifying temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements except for taxable temporary differences arising on the initial recognition of goodwill and temporary differences arising on the initial recognition of an asset or liability in a transaction which is not a business combination and, at the time of the transaction, does not have an impact on either accounting or the taxable profit. Deferred income tax is determined on a nondiscounted basis using tax rates and laws that have been enacted or substantively enacted at the statement of financial position date and are expected to apply when the deferred tax asset or liability is settled. Deferred tax assets are recognized to the extent that it is probable that the assets can be recovered.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and liabilities and when the deferred tax balances relate to the same taxation authority.

Deferred income tax assets and liabilities are presented as non-current.

Share capital

The Company has adopted a residual value method with respect to the measurement of shares and warrants issued as private placement units. The residual value method first allocates value to the more easily measurable component based on fair value and then the residual value, if any, to the less easily measurable component. The fair value of the common shares issued in the private placements is determined to be the more easily measurable component and is valued at their fair value, as determined by the price of concurrent common share financing. The balance, if any, is allocated to the attached warrants. Any fair value attributed to the warrants is recorded to warrant reserves. The value of warrants that expire or are forfeited stays in reserves.

16

MARVEL DISCOVERY CORP. Notes to the Consolidated Financial Statements For the years ended August 31, 2023 and 2022 (Expressed in Canadian dollars)

3. Significant accounting policies – (cont’d)

Flow-through shares

The Company will, from time to time, issue flow-through shares to finance a significant portion of its exploration program. Pursuant to the terms of the flow-through share agreements, these shares transfer the tax deductibility of qualifying resource expenditures to investors. On the issuance of a flow-through share, it is bifurcated into equity (share) and liability (flow-through) components on the issue date. The equity portion is measured at the market value and the residual is allocated as a liability. This is effectively the “premium” the investor attributes to a flow-through share versus an ordinary share. Upon qualifying expenditures being incurred, the Company derecognizes the liability and recognizes the premium as other income. The flow-through share program requires the Company to spend an amount equivalent to the proceeds of the issued flow-through common shares on Canadian qualifying exploration expenditures within the timeline specified by the Government of Canada flowthrough regulations. If this deadline has passed, the Company would need to amend the tax forms for any unspent exploration expenditures renounced and the related flow-through premium will be reversed to share capital. The Company may be required to indemnify the flow-through shareholders for any tax and other costs payable by them if the required exploration expenditures are not incurred before the deadline. The Company may also be subject to a Part XII.6 tax on flow-through proceeds renounced under the Government of Canada flow-through regulations. The related interest and penalties for the Part XII.6 tax and any potential costs to indemnify the shareholders is recorded into penalties and other interest charges on the statements of operations and comprehensive loss.

Share-based payment

The Company operates a stock option plan. Share-based payments to employees and directors are measured at the fair value of the instruments issued and amortized over the vesting periods. Share-based payments to non-employees are measured at the fair value of goods or services received or the fair value of the equity instruments issued, if it is determined the fair value of the goods or services cannot be reliably measured, and are recorded at the date the goods or services are received. The corresponding amount is recorded to option reserves. The fair value of options is determined using a Black–Scholes pricing model which incorporates all market vesting conditions. The number of shares and options expected to vest is reviewed and adjusted at the end of each reporting period such that the amount recognized for services received as consideration for the equity instruments granted shall be based on the number of equity instruments that eventually vest. All equitysettled share-based payment is reflected in option reserves, until exercised. Upon exercise, shares are issued from treasury and the amount reflected in reserve is credited to share capital, adjusted for any consideration paid. No adjustment is made when options expire or are cancelled.

Foreign currency translation

Foreign currency transactions are translated into functional currency using the exchange rates prevailing at the date of the transaction. Foreign currency monetary items are translated at the period-end exchange rate. Nonmonetary items measured at historical cost continue to be carried at the exchange rate at the date of the transaction. Non-monetary items measured at fair value are reported at the exchange rate at the date when fair values were determined.

Exchange differences arising on the translation of monetary items or on settlement of monetary items are recognized in profit or loss in the consolidated statement of operations and comprehensive loss in the period in which they arise, except where deferred in equity as a qualifying cash flow or net investment hedge.

17

MARVEL DISCOVERY CORP. Notes to the Consolidated Financial Statements For the years ended August 31, 2023 and 2022 (Expressed in Canadian dollars)

3. Significant accounting policies – (cont’d)

Investment in associate

The Company’s investment was accounted for using the equity method of accounting during comparative period until March 31, 2022. An associate is an entity in which the Company has significant influence and which is neither a subsidiary nor a joint venture.

Associates are those entities in which the Company has significant influence, but not control, over the financial and operating policies. Significant influence is presumed to exist when the Company holds between 20 and 50 percent of the voting power of another entity. Investments in associates are accounted for using the equity method (equity accounted investees) and are recognized initially at cost. The consolidated financial statements include the Company’s share of the income and expenses and equity movements of equity accounted investees, after adjustments to align the accounting policies with those of the Company from the date that significant influence or joint control commences, until the date that significant influence or joint control ceases. Where there has been a change recognised directly in the equity of the associate, the Company recognises its share of any changes and discloses this, when applicable, in the consolidated statement of changes in equity. Profits and losses resulting from transactions between the Company and the associate are eliminated to the extent of the interest in the associate. When the Company’s share of losses exceeds its interest in an equity accounted investee, the carrying amount of that interest, including any long-term investments, is reduced to nil, and the recognition of further losses is discontinued, except to the extent that the Company has obligation, or has made payments on behalf of the investee.

When the Company no longer exercises significant influence over an investee, it discontinues the equity method of accounting. The Company recognizes its proportionate share of income or loss in the investee until the date of loss of significant influence, and thereafter accounts for the investment at fair value through profit and loss. Any difference between the carrying value of the investment and its fair value on the date of loss of significant influence is recorded as a gain or loss in the consolidated statement of operations.

Related party transactions

Related party transactions are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financing and operating decisions. Parties are also considered to be related if they are subject to common control. Related parties may be individuals or corporate entities and include key management of the Company and its parent. A transaction is considered to be a related party transaction when there is a transfer of resources, services or obligations between related parties.

Marketable Securities

Investments are fair valued at the end of each reporting period. The fair value of the common shares of the publicly traded companies have been directly referenced to published price quotations in an active market. For public company warrants (i.e., the underlying security of which is traded on a recognized stock exchange), valuation models such as the Black-Scholes model are used when there are sufficient and reliable observable market inputs. These market inputs include risk-free interest rate, exercise price, market price at date of valuation, expected dividend yield, expected life of the instrument and expected volatility of the underlying security. To the extent that the market inputs are insufficient or unreliable, the warrants are valued at their intrinsic value, which is equal to the higher of the closing price of the underlying security less the exercise price of the warrant, or nil.

18

MARVEL DISCOVERY CORP. Notes to the Consolidated Financial Statements For the years ended August 31, 2023 and 2022 (Expressed in Canadian dollars)

3. Significant accounting policies – (cont’d)

Marketable Securities – (cont’d)

Investments in Private Companies

Private investments that do not have a quoted market price in an active market are evaluated and measured at fair value using various techniques including comparative recent financing and other market-based information. These are included in level 2 or 3 of the fair value hierarchy. The determinations of fair value of the Company’s privately-held investments are subject to certain limitations.

At the end of each financial reporting period, management evaluates the fair value and potential fair value change based on the criteria below and records such fair value change in the consolidated financial statements directly in profit or loss:

• There has been a significant new equity financing with arms-length investors at a valuation above or below the current fair value of the investee company, in which case the fair value of the investment is adjusted to the value at which the financing took place; or

• Based on financial information received from the investee company it is apparent to the Company that the investee company is unlikely to be able to continue as a going concern, in which case the fair value of the investment is adjusted downward; or

• There have been significant corporate, operating, technological or economic events affecting the investee company that, in the Company’s opinion, have a positive or negative impact on the investee company’s prospects and, therefore, its fair value; or

• The investee company is placed into receivership or bankruptcy.

The application of the valuation techniques described above may involve uncertainties and determinations based on the Company’s judgment, and any fair value estimated from these techniques may not be realized.

The amount at which an investment could be disposed of may differ from its carrying value due to the availability and/or reliability of information available to the Company.

Recent accounting pronouncements and changes in accounting policies

Certain new standards, interpretations, amendments and improvements to existing standards were issued by the IASB or IFRIC that are mandatory for future accounting periods are as follows:

Classification of Liabilities as Current or Non-current (Amendments to IAS 1)

The amendments to IAS1 provide a more general approach to the classification of liabilities based on the contractual arrangements in place at the reporting date. These amendments are effective for reporting periods beginning on or after January 1, 2024 and are not expected to have a material impact on the Company.

Amendments to IAS 1 and IFRS Practice Statement 2 – Disclosure of Accounting Policies

These amendments continue the IASB's clarifications on applying the concept of materiality which help companies provide useful accounting policy disclosures, and they include: requiring companies to disclose their material accounting policies instead of their significant accounting policies; clarifying that accounting policies related to immaterial transactions, other events or conditions are themselves immaterial and do not need to be disclosed; and clarifying that not all accounting policies that relate to material transactions, other events or conditions are themselves material.

19

MARVEL DISCOVERY CORP. Notes to the Consolidated Financial Statements For the years ended August 31, 2023 and 2022 (Expressed in Canadian dollars)

3. Significant accounting policies – (cont’d)

Recent accounting pronouncements and changes in accounting policies – (cont’d)

The IASB also amended IFRS Practice Statement 2 to include guidance and examples on applying materiality to accounting policy disclosures. These amendments are effective for reporting periods beginning on or after January 1, 2023, and the Company is currently evaluating the impact of the amendments on its financial statements.

4. Critical accounting estimates, assumptions and judgments

The Company makes estimates and assumptions about the future that affect the reported amounts of assets and liabilities. Estimates and judgments are continually evaluated based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. In the future, actual experience may differ from these estimates and assumptions.

The effect of a change in an accounting estimate is recognized prospectively by including it in net loss in the year of the change, if the change affects that year only, or in the year of the change and future years, if the change affects both.

Significant estimates

Estimates and assumptions where there is significant risk of material adjustments to the consolidated statements of financial position in future accounting periods are as follows:

Valuation of investments

When the fair values of investments cannot be derived from active markets, they are determined using a variety of valuation techniques. The inputs to these models are derived from observable market data where possible, but where observable market data is not available, judgment and estimates are required to establish fair value.

Critical judgments in applying accounting policies

Information about critical judgments in applying accounting policies that have the most significant risk of causing material adjustment to the carrying amounts of assets and liabilities recognized in the consolidated financial statements within the next financial year are discussed below:

Going Concern

The assessment of the Company’s ability to continue as a going concern require significant judgement. See Note 1.

Title to mineral property interests

Although the Company has taken steps to verify title to mineral properties in which it has an interest, these procedures do not guarantee the Company’s title. Such properties may be subject to prior agreements or transfers and title may be affected by undetected defects.

20

MARVEL DISCOVERY CORP. Notes to the Consolidated Financial Statements For the years ended August 31, 2023 and 2022 (Expressed in Canadian dollars)

4. Critical accounting estimates, assumptions and judgments – (cont’d)

Impairment of Mineral Properties

In accordance with the Company’s accounting policy for its mineral properties, exploration and evaluation expenditures on mineral properties are capitalized. There is no certainty that the expenditures made by the Company in the exploration of its property interests will result in discoveries of commercial quantities of minerals. The Company applies judgment to determine whether indicators of impairment exist for these capitalized costs.

Management uses several criteria in making this assessment, including the period for which the Company has the right to explore, expected renewals of exploration rights, whether substantive expenditures on further exploration and evaluation of mineral properties are budgeted, and evaluation of the results of exploration and evaluation activities up to the reporting date.

5. Amounts receivable

	August 31,	August 31,	August 31,	August 31,
		2023		2022
Goods and services tax recoverable	$	116,747	$	38,053
Accounts receivable		24,659		25,000
Total	$	141,406	$	63,053

21

MARVEL DISCOVERY CORP. Notes to the Consolidated Financial Statements For the years ended August 31, 2023 and 2022 (Expressed in Canadian dollars)

6. Exploration and evaluation assets

		Canada Blackfly Baie Verte Duhamel East Bull Gander Highway Key Lake Sandy Pond Step Slip Gold Victoria Lake Other Total
	Balance, August 31, 2021 Acquisition costs: Staking Cash Shares Warrants Exploration and evaluation costs: Assays Claim fees Drilling (recovery) Geological consulting Geophysics Mag surveys Field cost Prospecting Reports and admin Travel and accommodations Total increase for the year Balance,August 31,2022	$ 437,131 $ 28,275 $ 311,516 $ 55,000 $ 123,620 $ - $ - $ 36,115 $ - $ 91,170 $ 90,019 $ 20,803 $ 1,193,649 - - 7,000 - - - - - 2,250 - - - 9,250 15,000 30,000 - 10,000 - 50,000 50,000 25,000 18,500 - 15,000 23,450 236,950 24,000 27,000 - - - 552,000 - 54,000 - - 36,000 - 693,000 - - - - - - - 14,000 - - 21,000 - 35,000
		39,000 57,000 7,000 10,000 - 602,000 50,000 93,000 20,750 - 72,000 23,450 974,200
		20,663 - - - - - - - - 880 - - 21,543 - - - - - - - - - - 1,100 4,110 5,210 (19,303) - - - - - 25,000 - - - - - 5,697 5,034 6,354 45,889 45,560 9,337 - - 2,291 - - 8,946 906 124,317 - - - - 87,500 5,499 - 7,500 59,188 15,000 - 5,000 179,687 - - - - - - 132,500 - - - - - 132,500 - 6,101 62,592 - 32,920 - - 3,553 2,900 - 4,301 - 112,367 - - - - - - - - - 5,365 - - 5,365 - - - - - 8,316 - - - - - - 8,316 - - 12,788 - - - - - - - - - 12,788
		6,394 12,455 121,269 45,560 129,757 13,815 157,500 13,344 62,088 21,245 14,347 10,016 607,790
		45,394 69,455 128,269 55,560 129,757 615,815 207,500 106,344 82,838 21,245 86,347 33,466 1,581,990
		$ 482,525 $ 97,730 $ 439,785 $ 110,560 $ 253,377 $ 615,815 $ 207,500 $ 142,459 $ 82,838 $ 112,415 $ 176,366 $ 54,269 $ 2,775,639

22

MARVEL DISCOVERY CORP. Notes to the Consolidated Financial Statements For the years ended August 31, 2023 and 2022 (Expressed in Canadian dollars)

6. Exploration and evaluation assets – (cont’d)

		Canada Blackfly Baie Verte Duhamel East Bull Gander Highway Key Lake Sandy Pond Step Slip Gold Victoria Lake Other Total
	Balance, August 31, 2022 Acquisition costs: Staking Cash Shares Exploration and evaluation costs: Assays Claim fees (recovery) Drilling Geological consulting Geophysics Field cost Equipment rental Reports and admin Travel and accommodations Miscellaneous Recovery Impairment Total increase (decrease) for the year Balance,August 31,2023	$ 482,525 $ 97,730 $ 439,785 $ 110,560 $ 253,377 $ 615,815 $ 207,500 $ 142,459 $ 82,838 $ 112,415 $ 176,366 $ 54,269 $ 2,775,639 2,712 - - - - - 3,100 - - - - - 5,812 40,000 - - - - - 50,000 - - - - 26,649 116,649 7,000 - - - - 27,500 - - - - - - 34,500
		49,712 - - - - 27,500 53,100 - - - - 26,649 156,961
		- - 1,524 - - - - - - - 2,751 - 4,275 - (4,962) - - - - - - - - - 25,391 20,429 - - - - - 87,378 124,213 - - - - - 211,591 - 16,410 51,741 85,588 21,678 10,750 77,005 1,369 - 3,396 64,158 22,391 354,486 11,825 37,000 6,000 - - 2,000 - 19,513 - 3,000 - 59,000 138,338 - 5,030 40,000 - 27,918 - 113,427 5,191 - 1,360 85,263 - 278,189 - - 48,098 - 5,800 66,423 110,872 900 - - - - 232,093 - 17,219 - - 10,406 69,765 11,696 13,700 - 2,900 21,400 41,988 189,074 - - - - 2,647 43,254 73,552 6,123 - - - - 125,576 - - - - - - 700 - - - 850 - 1,550
		11,825 70,697 147,363 85,588 68,449 279,570 511,465 46,796 - 10,656 174,422 148,770 1,555,601
		- - - - - - (136,131) - - - - - (136,131) - - - - (194,140) - - - (82,838) (123 071) - (11,101) (411,150) 61,537 70,697 147,363 85,588 (125,691) 307,070 428,434 46,796 - 112,415 174,422 164,318 1,165,281
		$ 544,062 $ 168,427 $ 587,148 $ 196,148 $ 127,826 $922,885 $635,934 $ 189,255 $ - $ - $ 350,788 $ 218,587 $ 3,940,920

23

MARVEL DISCOVERY CORP. Notes to the Consolidated Financial Statements For the years ended August 31, 2023 and 2022 (Expressed in Canadian dollars)

6. Exploration and evaluation assets – (cont’d)

The following is a description of the Company’s exploration and evaluation assets and the related spending commitments:

Blackfly Property (Ontario)

On August 21, 2020 the Company entered into an agreement to acquire a 100% interest in five claims consisting of 64 unpatented mining claims units near Atikokan, Ontario. The agreement is subject to a 2% Net Smelter Royalty (“NSR”) to the optionors of which 1% may be purchased for $1,200,000. Terms include cash payments totaling $105,000, which includes $40,000 in advance royalty payments commencing on August 4, 2024 and ending on August 4, 2027, and issue 500,000 common shares and 500,000 share purchase warrants as follows:

• i) Cash of $10,000 on signing (paid), issuance of 100,000 common shares within 15 days of regulatory approval (issued 100,000 shares at a value of $8,500) and issuance of 500,000 share purchase warrants at $0.12 per share for a period of two years from acceptance (issued 500,000 share purchase warrants with a fair value of $18,670);

• ii) Cash of $15,000 (paid) and issuance of 100,000 (issued 100,000 shares at a value of $13,000) common shares due on or before August 21, 2021;

• iii) Cash payment of $20,000 (paid) and issuance of 100,000 (issued 100,000 common shares at a value of $11,000) common shares due on or before August 21, 2022; and

• iv) Cash payment of $20,000 (paid) and issuance of 200,000 (issued 200,000 common shares at a value of $7,000) (Note 9) common shares due on or before August 21, 2023; and

The Company must also incur $153,600 in exploration expenditures before August 21, 2024 (incurred). During the year ended August 31, 2023, the Company staked additional claim units for a total cost of $2,712 (2022 - $nil).

Baie Verte Line Property (Newfoundland)

During the year ended August 31, 2021, the Company staked a total of 435 claim units for a total cost of $28,275.

On September 28, 2021, the Company acquired 100% interest in 244 mineral claims in Newfoundland, Canada known as the Baie Verte Line property. As consideration the Company paid $30,000 in cash and issued 200,000 common shares fair valued at $27,000.

Duhamel Property (Quebec)

On January 24, 2018 the Company entered into an agreement to acquire a 100% interest in nine GESM mineral cells in Quebec known as the Duhamel Property. The agreement is subject to a 2% NSR to the optionors of which 1% may be purchased for $1,200,000. Terms of the agreement are as follows:

• i. Payment of $10,000 upon signing of the agreement (paid);

• ii. Issuance of an aggregate of 1,000,000 common shares of the Company (issued at a value of $55,000);

• iii. Payment of an additional $50,000, or at the discretion of the Company, additional shares at 12 months from Exchange approval (issued 1,000,000 shares at a value of $60,000);

• iv. Payment of an additional $50,000, or at the discretion of the Company, additional shares at 24 months from Exchange approval (issued 1,000,000 shares at a value of $35,000);

• v. Incurring or funding $150,000 in exploration expenditures on the Duhamel Property:

• (i) $25,000 on or before 12 months from Exchange approval (incurred);

• (ii) An additional $50,000 on or before 24 months from Exchange approval (incurred); and

• (iii) An additional $75,000 on or before 36 months from Exchange approval (incurred).

24

MARVEL DISCOVERY CORP. Notes to the Consolidated Financial Statements For the years ended August 31, 2023 and 2022 (Expressed in Canadian dollars)

6. Exploration and evaluation assets – (cont’d)

Duhamel Property (Quebec) – (cont’d)

Finders fees are payable as follows:

• i. Payment of $1,000 upon signing of the agreement (paid);

• ii. Payment of $5,000 within five days of TSX approval (paid);

• iii. Payment of $5,000 12 months from Exchange approval (paid);

• iv. Payment of $5,000 24 months from Exchange approval, provided the Company has not terminated the agreement (paid).

During 2018, the Company staked an additional 32 claims adjacent to the existing claim block.

During the year ended August 31, 2022, the Company staked additional claims totaling $7,000.

East Bull Property (Ontario)

On May 4, 2021, the Company entered into an agreement to acquire a 100% interest in 16 mineral claims in the Deagle, Gaiashk, and Gerow Mining District known as the East Bull Property. Terms include cash payments totaling $20,000 of which $10,000 is due within fifteen days of the effective date (paid) and the remaining $10,000 six months from the effective date (paid), issuance of 300,000 units of the Company (issued at a value of $45,000). Each unit consists of one common share and one warrant. Each warrant is exercisable for two years at a price of $0.15 until May 18, 2022 and at a price of $0.20 until May 18, 2023. The shares were valued at $30,000 and the warrants were valued at $15,000 using volatility of 127.72%, interest rate of 0.3% stock price at date of issuance of $0.10 and dividend yield of 0.00%. The agreement is subject to a 2% NSR to the vendors of which 1% may be purchased for $750,000 cash.

During the year ended August 31, 2023, these warrants expired unexercised.

Gander Property (Newfoundland)

During the year ended August 31, 2021, the Company staked 1,848 claim units for a total cost of $120,120.

During the year ended August 31, 2023, the Company allowed 898 claim units to expire and recorded an impairment of $194,140.

Highway Property (Saskatchewan)

On November 18, 2021, the Company entered into an assignment and assumption agreement with District 1 Exploration Corp. (“District 1”) a company with common directors. District 1, pursuant to an option agreement dated October 30, 2018 and as amended on November 23, 2020, has an option agreement with Doctors Investment Group Ltd. whereby District 1 has an exclusive right and option to acquire a 100% interest in and to the Highway Zone Uranium Project located in the Province of Saskatchewan. The effective date of the agreement is March 10, 2022. Subsequent to the year end, the Company entered into an amending agreement with Doctors Investment Group Ltd. to amend the due dates of certain cash payment, shares payment, and minimum expenditure requirements. The dates below have been updated for the amendment.

Cash payments of $115,000 as follows:

• i. $25,000 on or before December 21, 2023 (paid subsequent to year end); and

• ii. $90,000 30-months from the Effective Date (September 10, 2024).

25

MARVEL DISCOVERY CORP. Notes to the Consolidated Financial Statements For the years ended August 31, 2023 and 2022 (Expressed in Canadian dollars)

6. Exploration and evaluation assets – (cont’d)

Highway Property (Saskatchewan) – (cont’d)

Incur $650,000 in Exploration Expenditures as follows:

• i. $150,000 on or before December 21, 2023 (incurred); and

• ii. $500,000 30-months from the Effective Date (September 10, 2024).

Issue 1,250,000 shares as follows:

• i. 250,000 shares 5 business days from the Effective Date (issued December 21, 2022 with a value of $27,500 (Note 9));

• ii. 500,000 shares on or before December 21, 2023 (issued December 15, 2023 with a value of $17,500 (Note 15)); and

• iii. 500,000 shares 30-months from the Effective Date (September 10, 2024).

The agreement is subject to a 1% NSR to the Optionor. As consideration, the Company agreed to issue 4,600,000 common shares to District 1 as distribution to District 1’s shareholders by way of a return of capital or dividend. On March 10, 2022, the Company issued 4,600,000 common shares to District 1 with a fair value of $552,000 and paid cash of $50,000.

Key Lake Properties (Saskatchewan)

On March 10, 2022, the Company entered into a mineral property sale agreement with Doctors Investment Group Ltd. (the “Optionor”) whereby the Company has the right to acquire 100% interest in 18 claims located in the Province of Saskatchewan. As consideration, the Company agreed to pay cash of $550,000 and incur $1,500,000 in exploration expenditures as follows:

Cash payments of $550,000 as follows:

• i) $15,000 on signing (paid);

• ii) $35,000 within 90 days of the signing (paid);

• iii) $50,000 on the first anniversary on signing (March 10, 2023 – paid);

• iv) $100,000 on the second anniversary on signing (March 10, 2024);

• v) $100,000 on the third anniversary on signing (March 10, 2025); and

• vi) $250,000 on the fourth anniversary on signing (March 10, 2026).

Incur $1,500,000 in Exploration Expenditures as follows:

• i) $250,000 on or before the first anniversary on signing (March 10, 2023 – incurred); ii) $500,000 on or before the second anniversary on signing (March 10, 2024); and iii) $750,000 on or before the third anniversary on signing (March 10, 2025).

The Company will pay a 1% NSR to the Optionor upon Commencement of Commercial Production. The Company will have the right to purchase from the Optionor the 1% NSR at any time at a cost of $1,000,000.

During the year ended August 31, 2023, the Company staked additional claim units for a total cost of $3,100 (2022 - $nil).

On October 4, 2022, Carmanah Minerals Corp. (“Carmanah”), a company with a common director and CFO, entered into an option agreement with the Company to earn-in a 50% interest to the Walker Creek claims which is the southern part of the Key Lake Property. Upon completion of the earn-in, the Company and Carmanah will each own 50% interest in the project. As consideration, Carmanah agreed to pay cash of $400,000, issue 3,500,000 units and incur $1,500,000 in exploration expenditures as follows:

26

MARVEL DISCOVERY CORP. Notes to the Consolidated Financial Statements For the years ended August 31, 2023 and 2022 (Expressed in Canadian dollars)

6. Exploration and evaluation assets – (cont’d)

Key Lake Properties (Saskatchewan) – (cont’d)

Cash payment of $400,000 as follows:

• i) $10,000 on effective date (October 4, 2022) (received).

• ii) $40,000 within 90 days of the effective date (received);

• iii) $75,000 on the first anniversary of the effective date (October 4, 2023* - $63,000 received subsequent to year-end);

• iv) $75,000 on the second anniversary of the effective date (October 4, 2024);

• v) $100,000 on the third anniversary of the effective date (October 4, 2025); and vi) $100,000 on the fourth anniversary of the effective date (October 4, 2026).

• The Company and Carmanah agreed to defer the remaining $12,000 cash payment to March 31, 2024.

Issue 3,500,000 units as follows:

• i) 500,000 units on effective date (received and fair valued at $36,131) (see Note 13).

• ii) 750,000 on the first anniversary of the effective date (October 4, 2023 – received subsequent to yearend) (Note 15);

• iii) 750,000 on the second anniversary of the effective date (October 4, 2024);

• iv) 1,000,000 on the third anniversary of the effective date (October 4, 2025); and

• v) 500,000 on the fourth anniversary of the effective date (October 4, 2026).

Incur $1,500,000 in Exploration Expenditures as follows:

• i) $187,500 on or before the first anniversary of the effective date (October 4, 2023);

• ii) an additional $375,000 on or before the second anniversary of the effective date (October 4, 2024); and

• iii) an additional $937,500 on or before the third anniversary of the effective date (October 4, 2025).

Carmanah will pay a 2% NSR to the Company upon commencement of commercial production.

Sandy Pond Property (Newfoundland)

On August 10, 2021, the Company entered into an agreement to acquire a 100% interest in 335 mineral claims in the Province of Newfoundland and Labrador herein specified as the Sandy Pond Property. The Company will pay a 0.5% NSR to the Optionor, which may be purchased from the Optionor at a cost of $600,000. Terms include cash payments of $25,000 upon signing (paid), issuance of 400,000 common shares within 15 days of the effective date (issued) fair valued at $54,000, issuance of 200,000 share purchase warrants exercisable at a price of $0.25 per share for a period of two years within fifteen days of the effective date (issued) fair valued at $14,000 and a further cash payment of $25,000 within sixty days of the effective date (paid). The warrants were fair valued using volatility of 149%, interest rate of 0.53%, share price at date of issuance of $0.12, expected life of 2 years and dividend yield of 0.00%.

During the year ended August 31, 2021, the Company staked a total of 171 claim units for a total cost of $11,115.

Step Property (also know as Cape Ray) (Newfoundland)

On October 25, 2021, the Company acquired 100% interest in 178 mineral claims in Newfoundland, Canada known as the Step Property. As consideration the Company paid $17,000 in cash.

During the year ended August 31, 2022, the Company purchased 10 mineral claims for total consideration of $1,500 and staked additional claims for total consideration of $2,250.

27

MARVEL DISCOVERY CORP. Notes to the Consolidated Financial Statements For the years ended August 31, 2023 and 2022 (Expressed in Canadian dollars)

6. Exploration and evaluation assets – (cont’d)

Step Property (also know as Cape Ray) (Newfoundland) – (cont’d)

During the year ended August 31, 2023, the Company allowed all claim units to expire and recorded an impairment of $82,838.

Slip Gold Property (Newfoundland)

On September 23, 2020 the Company entered into an agreement to acquire a 100% interest in six claims consisting of 203 claim units. Terms include cash payments totaling $30,000 (paid), and the issuance of 500,000 units of the Company (issued at a value of $61,170). Each warrant is exercisable for two years at a price of $0.12 until October 2, 2022. The shares were valued at $42,500 and the warrants were valued at $18,670 using volatility of 100.18%, interest rate of 0.24% and dividend yield of 0.00%. The agreement is subject to a 2% NSR to the vendors of which 1% may be purchased for $1 million cash.

During the year ended August 31, 2023, the Company allowed all claim units to expire and recorded an impairment of $123,071.

Victoria Lake Gold Property and Extension (Newfoundland)

On October 13, 2020 the Company entered into an agreement to acquire a 100% interest in five claims consisting of 53 claim units. Terms include cash payments totaling $10,000 (paid), and the issuance of 350,000 units of the Company (issued at a value of $39,704). Each warrant is exercisable for two years at a price of $0.12 until October 26, 2022. The shares were valued at $28,000 and the warrants were valued at $11,704 using volatility of 98.88%, interest rate of 0.24% and dividend yield of 0.00%. The agreement is subject to a 2% NSR to the vendors of which 1% may be purchased for $1 million cash.

During the year ended August 31, 2021, the Company staked six claims consisting of 302 claim units for total cost of $13,715.

On July 23, 2021, the Company entered into an agreement to acquire 100% interest in 55 mineral claims located in the Victoria Lake area of Newfoundland (“Victoria Lake Extension”) which is contiguous to the Victoria Lake Gold Property. As consideration the Company agreed to pay cash payments totaling $55,000 of which $15,000 was due within fifteen days on the effective date (paid) and $40,000 within three years of the effective date, and issue 500,000 common shares of which 300,000 common shares within fifteen days on the effective date (issued and fair valued at $36,000) and 200,000 within three years from the effective date. The Company also issued 300,000 share purchase warrants exercisable at $0.25 per share for two years from the date TSX Venture exchange approval (October 20, 2021). The warrants were fair valued at $21,000 using volatility of 145%; interest rate of 1.07%; share price at the date of issuance of $0.125, expected life of 2 years and dividend yield of 0%. The agreement is subject to paying a pre-NSR flat fee of $10,000 within 5 years of the effective date. The Company is committed to a minimum $60,000 exploration program by the end of year 3 and the Company shall pay the vendor, upon commencement of commercial production, a NSR Royalty being equal to 2% with the option to acquire 50% (ie. 1% NSR) from the Vender for $1,500,000.

Other properties

BVBL Extension Property (Newfoundland)

On October 29, 2021, the Company acquired 100% interest in 120 mineral claims in Newfoundland Canada known as the BVBL Extension Property. As consideration the Company paid $13,000 in cash.

28

MARVEL DISCOVERY CORP. Notes to the Consolidated Financial Statements For the years ended August 31, 2023 and 2022 (Expressed in Canadian dollars)

6. Exploration and evaluation assets – (cont’d)

Other properties – (cont’d)

BVBL Extension Property (Newfoundland) – (cont’d)

During the year ended August 31, 2023, the Company entered into an option agreement, with respect to the claims under the Baie Verte Line Property and claims under the BVBL Extension Property described above, with Carmanah whereby the Company will receive cash payments of $93,000 over a four-year period and receive 3,000,000 common shares and 3,000,000 common share purchase warrants of Carmanah with each share purchase warrant exercisable for one common share at $0.10 per share for a period of three years from the date of issue upon TSX Venture Exchange approval (pending). In addition, the Company will retain a 2.5% NSR of which Carmanah may purchase 1% for $1,000,000 at any time. The transaction is subject to approval by the TSX Venture Exchange as the Company and Carmanah are related parties as a result of common officers and directors.

Elliot Lake Property (Ontario)

On May 31, 2022, the Company entered into a mineral property purchase agreement with Power One Resources Corp. (the “Power One”), a company related by common directors, whereby the Company acquired 100% interest in 209 mineral claims located in the Ontario. As consideration, the Company agreed to pay cash of $10,450. As at August 31, 2022, this amount was included in due from related parties. During the year ended August 31, 2023, the Company issued 95,000 units as settlement of this debt. (Note 9)

Hope Brook Project (Newfoundland)

During the year ended August 31, 2022 and 2021, the Company staked 996 claim units.

During the year ended August 31, 2023, the Company allowed 414 claim units to expire and recorded an impairment of $11,101.

Wicheeda North Property (British Columbia)

On January 31, 2019 the Company entered into an agreement to acquire a 100% interest in four mineral claims located in the Cariboo Mining Division northeast of Prince George, British Columbia. Terms of the agreement are as follows:

• i. Payment of a total of $50,000 as follows:

• a. $25,000 upon Exchange approval of the agreement (paid);

• b. $25,000 within one year of signing the agreement (paid).

• ii. Issuance of an aggregate of 1,000,000 units of the Company (issued at a value of $73,356). Each unit consists of one common share and one transferable share purchase warrant entitling the holder to acquire one common share at a price of $0.10 until May 29, 2021. The shares were valued at $50,000 and the warrants were valued at $23,356 using volatility of 119.90%, interest rate of 1.53% and dividend yield of 0.00%;

• iii. Payment of 2% NSR. The Company may acquire one-half of the NSR for $1 million within five years of the Agreement Date.

29

MARVEL DISCOVERY CORP. Notes to the Consolidated Financial Statements For the years ended August 31, 2023 and 2022 (Expressed in Canadian dollars)

6. Exploration and evaluation assets – (cont’d)

Other properties – (cont’d)

Wicheeda North Property (British Columbia) – (cont’d)

On May 13, 2021, the Wicheeda North Property was included in the spin-out assets to Power One. As at August 31, 2021, the Company still retained four claim blocks in the Wicheeda North at a nominal amount. During the year ended August 31, 2022, the Company paid $4,110 in claim maintenance payment.

During the year ended August 31, 2023, the Company purchased two mineral claims from Eagle Bay Resources Corp. for a total cost of $26,649.

Cup Lake (British Columbia)

During the year ended August 31, 2023, the Company received $35,000 for this property which was previously written off. The amount received is recorded in other income in the consolidated statement of operations.

7. Accounts payable and accrued liabilities

	August 31,	August 31,		August 31,
		2023		2022
Accounts payable	$	528,203	$	494,485
Accrued liabilities		89,643		95,512
Part XII.6 tax payable		32,769		3,254
	$	650,615	$	593,251

8. Contingency

Subsequent to the year ended August 31 2023, a legal claim was brought against the Company as a third party defendant. The legal claim relates to equipment rented from the plaintiff by a third party contractor who was engaged by Marvel to execute drilling activities during the year ended August 31, 2023.

Management believes the claims are unfounded and it is not probable an outflow of resources will occur.

9. Share capital

Authorized share capital

Unlimited number of common shares without par value.

Issuances

During the year ended August 31, 2023:

On December 12, 2022, the Company issued 15,283,369 flow-through units at a price of $0.12 per unit for total proceeds of $1,834,004. Each unit consists of one flow-through common share and one-half of one common share purchase warrant, with each whole warrant entitling the holder to subscribe for one nonflow-through common share at a price of $0.25 per share for a period of two years from issuance. The Company recognized a flow-through premium of $152,834 and no value has been assigned to the warrants. The Company also issued 1,095,000 non-flow-through units at a price of $0.11 per unit for total proceeds of $120,450. Each unit consists of one non-flow-through common share and one common share purchase warrant, with each warrant entitling the holder to subscribe for one non-flow through common share at a

30

MARVEL DISCOVERY CORP. Notes to the Consolidated Financial Statements For the years ended August 31, 2023 and 2022 (Expressed in Canadian dollars)

9. Share capital – (cont’d)

Issuances – (cont’d)

During the year ended August 31, 2023: - (cont’d)

price of $0.18 per share for a period of two years from issuance. No value has been assigned to the warrants. In connection with the private placements, the Company paid cash finders’ fees of $150,680 and issued 1,258,670 finders’ warrants. Each finders’ warrants entitles the holder thereof to purchase one nonflow-through common share at a price of $0.18 for a period of two years from issuance. The finders’ warrants were valued at $69,874 using volatility of 117%, interest rate of 4.03%, share price at the date of issuance of $0.11, expected life of 2 years and dividend yield of 0.00%. Expected volatility was determined based on the historical stock price.

On December 12, 2022, the Company issued 95,000 units valued at $10,450 to settle an amount due to a related party. The units have the same terms as the non-flow through units in the aforementioned private placement.

On December 21, 2022, pursuant to the terms of the Highway Property agreement, the Company issued 250,000 common shares fair valued at $27,500.

On July 6, 2023, the Company issued 166,667 shares for proceeds of $20,000 on the exercise of options.

On July 17, 2023, the Company issued 4,300,000 flow-through units at a price of $0.07 per unit for total proceeds of $301,000. Each unit consisted of one flow-through common share and one-half of one common share purchase warrant, with each whole warrant entitling the holder to subscribe for one non-flow-through common share at a price of $0.15 per share for a period of two years from issuance. The Company recognized a flow-through premium of $43,000 and no value has been assigned to the warrants. The Company also issued 1,250,000 non-flow-through units at a price of $0.06 per unit for total proceeds of $75,000. Each unit consists of one non-flow-through common share and one common share purchase warrant, with each warrant entitling the holder to subscribe for one non-flow through common share at a price of $0.10 per share for a period of two years from issuance. No value has been assigned to the warrants. In connection with the private placements, the Company paid cash finders’ fees of $26,320 and issued 388,500 finders’ warrants. Each finders’ warrant entitles the holder thereof to purchase one nonflow-through common share at a price of $0.15 for a period of two years from issuance. The finders’ warrants were valued at $6,885 using volatility of 103%, interest rate of 4.70%, share price at the date of issuance of $0.06, expected life of 2 years and dividend yield of 0.00%. Expected volatility was determined based on the historical stock price.

On August 17, 2023, pursuant to the terms of the Blackfly Property agreement, the Company issued 200,000 common shares fair valued at $7,000.

During the year ended August 31, 2022:

On August 19, 2022, pursuant to the terms of an option agreement, the Company issued 100,000 common shares fair valued at $11,000.

On May 6, 2022, the Company issued 346,000 non-flow-through units at a price of $0.145 per unit for total proceeds of $50,170. Each unit consists of one non-flow-through common share and one common share purchase warrant, with each warrant entitling the holder to subscribe for one non-flow through common share at a price of $0.25 per share for a period of two years from issuance. No value was assigned to the warrants.

31

MARVEL DISCOVERY CORP. Notes to the Consolidated Financial Statements For the years ended August 31, 2023 and 2022 (Expressed in Canadian dollars)

9. Share capital – (cont’d)

Issuances – (cont’d)

During the year ended August 31, 2022: - (cont’d)

On April 21, 2022, the Company issued 1,470,588 flow-through units at a price of $0.17 per unit for total proceeds of $250,000. Each unit consists of one flow-through common share and one-half of one common share purchase warrant, with each whole warrant entitling the holder to subscribe for one non-flow through common share at a price of $0.30 per share for a period of two years from issuance. The Company recognized a flow-through premium of $36,765 and no value was assigned to the warrants. The Company paid cash finders’ fee of $15,000.

On March 10, 2022, pursuant to the terms of an assignment and assumption agreement, the Company issued 4,600,000 common shares fair valued at $552,000.

On December 16, 2021, the Company issued 853,261 non-flow-through units at a price of $0.115 per unit for total proceeds of $98,125. Each unit consists of one non-flow-through common share and one common share purchase warrant, with each warrant entitling the holder to subscribe for one non-flow through common share at a price of $0.20 per share for a period of two years from issuance. A residual value of $12,799 was allocated to the warrants using the residual value method.

On December 3, 2021, the Company issued 5,385,385 flow-through units at a price of $0.13 per unit for total proceeds of $700,100. Each unit consists of one flow-through common share and one-half of one common share purchase warrant, with each whole warrant entitling the holder to subscribe for one nonflow through common share at a price of $0.25 per share for a period of two years from issuance. The Company also issued 1,808,522 non-flow-through units at a price of $0.115 per unit for total proceeds of $207,980 of which $10,400 is included in share subscription receivable. Each unit consists of one nonflow-through common share and one common share purchase warrant, with each warrant entitling the holder to subscribe for one non-flow through common share at a price of $0.20 per share for a period of two years from issuance. The Company recognized a flow-through premium of $80,781 and a residual value of $107,909 was allocated to the warrants using the residual value method. The Company paid cash finders’ fee of $49,610.

On October 22, 2021, pursuant to the terms of a purchase agreement, the Company issued 300,000 common shares fair value at $36,000 and issued 300,000 share purchase warrants expiring two years from the date of issuance. The share purchase warrant will entitle the holder to purchase one additional common share of the Company at a price of $0.25 per share until October 20, 2023. The warrants were valued at $21,000 using volatility of 145%, interest rate of 1.07%, share price at the date of issuance of $0.12, expected life of 2 years and dividend yield of 0.00%.

On September 28, 2021, pursuant to the terms of a purchase agreement, the Company issued 200,000 common shares fair valued at $27,000.

On September 28, 2021, pursuant to the terms of a purchase agreement, the Company issued 400,000 common shares fair valued at $54,000 and issued 200,000 share purchase warrants expiring two years from the date of issuance. The share purchase warrant will entitle the holder to purchase one additional common share of the Company at a price of $0.25 per share until September 29, 2023. The warrants were valued at $14,000 using volatility of 149%, interest rate of 0.53%, share price at date of issuance of $0.12, expected life of 2 years and dividend yield of 0.00%.

On September 17, 2021, pursuant to the terms of an option agreement, the Company issued 100,000 common shares fair valued at $13,000.

During the year ended August 31, 2022, the Company issued 750,000 common shares pursuant to the exercise of stock options with an exercise price of $0.10 and $0.12 for total proceeds of $77,000. A fair value of $31,410 was transferred from option reserves to share capital.

32

MARVEL DISCOVERY CORP. Notes to the Consolidated Financial Statements For the years ended August 31, 2023 and 2022 (Expressed in Canadian dollars)

9. Share capital – (cont’d)

Issuances – (cont’d)

During the year ended August 31, 2022: - (cont’d)

During the year ended August 31, 2022, the Company issued 6,827,000 common shares pursuant to the exercise of share purchase warrants for total proceeds of $472,850 of which $155,000 is included in share subscription receivable at August 31, 2022.

Stock options

The Company has adopted an incentive stock option plan, which provides that the Board of Directors of the Company may from time to time, in its discretion, and in accordance with the TSX-V requirements, grant to directors, officers, employees and technical consultants to the Company, non-transferable stock options to purchase common shares, provided that the number of common shares reserved for issuance will not exceed 10% of the Company’s issued and outstanding common shares. Such options will be exercisable for a period of up to 10 years from the date of grant. In connection with the foregoing, the number of common shares reserved for issuance to any one optionee will not exceed five percent (5%) of the issued and outstanding common shares and the number of common shares reserved for issuance to all technical consultants will not exceed two percent (2%) of the issued and outstanding common shares.

Options may be exercised no later than 90 days following cessation of the optionee’s position with the Company or 30 days following cessation of an optionee conducting investor relations activities’ position.

There were no stock options granted during the year ended August 31, 2023.

On February 28, 2022, the Company granted 300,000 stock options to consultants of the Company. The stock options entitle the holders thereof the right to purchase one common share for each option at $0.12 per share expiring on February 28, 2024. The stock option vest on the date of grant. The fair value of the stock options of $18,540 was determined using the Black Scholes option valuation model with the following assumptions – Share price on date of grant of $0.095; Risk-free interest rate of 1.57%; Dividend yield of 0%; Expected life of 2 years; forfeiture rate of 0% and Expected volatility of 141%. Expected volatility was determined based on the historical stock price.

The changes in options during the years ended August 31, 2023 and 2022 are as follows:

	August 31, 2023 Number of options Weighted average exercise price 4,850,000 $ 0.09 - - (166,667) 0.12 (2,250,000) 0.06 2,433,333 $0.11	August 31, 2022
		Number of options Weighted average exercise price
Options outstanding, beginning of year Granted Exercised Expired		5,900,000 $ 0.09 300,000 0.12 (750,000) 0.10 (600,000) 0.10
Options outstanding and exercisable, end ofyear		4,850,000 $0.09

On July 6, 2023, 166,667 options were exercised. The trading share price on the date of exercise was $0.06. The trading share price on the date of exercise for the options exercised during the year ended August 31, 2022 was between $0.105 to $0.155.

33

MARVEL DISCOVERY CORP. Notes to the Consolidated Financial Statements For the years ended August 31, 2023 and 2022 (Expressed in Canadian dollars)

9. Share capital – (cont’d)

Stock options – (cont’d)

Details of options outstanding and exercisable as at August 31, 2023 are as follows:

Number of	Weighted average	Exercise
Stock Options	Contractual life	Price	Expiry Date
1,350,000		$0.10	September 11, 2023
200,000		$0.12	February 28, 2024
833,333		$0.12	June 29, 2024
2,433,333	0.36years

Subsequent to August 31, 2023, 1,350,000 options expired unexercised.

Share Purchase Warrants

The changes in warrants during the years ended August 31, 2023 and 2022 are as follows:

	August 31, 2023 Number of warrants Weighted average exercise price 11,785,770 $ 0.21 13,878,855 0.21 - - (1,650,000) 0.13 24,014,625 $ 0.21	August 31, 2022
		Number of warrants Weighted average exercise price
Balance, beginning of year Issued Exercised Expired		17,420,333 $ 0.11 6,935,770 0.24 (6,827,000) 0.07 (5,743,333) 0.12
Balance,end ofyear		11,785,770 $ 0.21

No value has been allocated to share purchase warrants issued as part of private placement units and are therefore not included in the above table. The weighted average remaining life of the warrants is 1.08 (2022 – 1.19) years.

Details of warrants outstanding as at August 31, 2023 are as follows:

Number of	Exercise price	Date of expiry
warrants	$
200,000	0.25	September 29, 2023
300,000	0.25	October 20, 2023
**2,692,693	0.25	December 3, 2023
**1,808,522	0.20	December 3, 2023
**853,261	0.20	December 16, 2023
735,294	0.30	April 29, 2024
346,000	0.25	April 29, 2024
2,000,000	0.15	June 28, 2024
7,641,685	0.25	December 12, 2024
1,190,000	0.18	December 12, 2024
1,258,670	0.18	December 12, 2024
*1,200,000	0.20	May 31, 2025
2,150,000	0.15	July 17, 2025
1,250,000	0.10	July 17, 2025
388,500	0.15	July 17, 2025
24,014,625

34

MARVEL DISCOVERY CORP. Notes to the Consolidated Financial Statements For the years ended August 31, 2023 and 2022 (Expressed in Canadian dollars)

9. Share capital – (cont’d)

Share Purchase Warrants – (cont’d)

• During the year ended August 31, 2023, the Company amended the terms of 1,200,000 warrants exercisable at $0.25 to a new exercise price of $0.20 and extended the expiry date to 24 months following the original expiry date.

** Subsequent to the year end, the Company amended the exercise price of 2,692,693 warrants from $0.25 to a new exercise price of $0.20 per warrant, amended the exercise price of 2,661,783 warrants from $0.20 to a new exercise price of $0.15 per warrant, and extended the expiry date of all 5,354,476 warrants to 24 months following their original expiry date.

Subsequent to August 31, 2023, 500,000 share purchase warrants expired unexercised.

Reserves

The reserves recorded on the Company’s statement of financial position are composed of the value of stock option grants and share purchase warrants prior to exercise at which time the corresponding amount will be transferred to share capital, as well as options and warrants that have expired unexercised. The Company uses the Black Scholes model to determine the fair value of stock option grants and share purchase warrants.

10. Related party transactions

Key management personnel compensation

The Company’s related parties include key management personnel, which includes Officers and Directors of the Company, and companies related by way of directors or shareholders in common. During the years ended August 31, 2023 and 2022, key management compensations are as follows:

	For the years ended	For the years ended
	August 31,
	2023	2022
Management consulting fees and rent – a company controlled
by the CEO	$149,000	$146,000
Consulting fee – current Directors	40,500	34,375
Professional fees–to a company controlled by the former CFO	22,000	24,000
	$211,500	$204,375

Related party balances

As at August 31, 2023, prepaid expenses includes $Nil (2022 - $10,000) in prepaid rent to a company controlled by the CEO. During the year ended August 31, 2023, the Company paid $30,000 (2022 - $30,000) in rent to a company controlled by the CEO.

As at August 31, 2023, accounts payable and accrued liabilities include $Nil (2022 - $12,600) due to a company controlled by the former CFO for unpaid fees. This amount is unsecured, non-interest bearing and payable on demand.

As at August 31, 2023, accounts payable and accrued liabilities include $8,800 (2022 - $Nil) due to current directors for consulting services. This amount is unsecured, non-interest bearing and payable on demand.

35

MARVEL DISCOVERY CORP. Notes to the Consolidated Financial Statements For the years ended August 31, 2023 and 2022 (Expressed in Canadian dollars)

10. Related party transactions – (cont’d)

On July 2, 2021, the Company completed a non-brokered private placement with the CEO of the Company for 2,000,000 units at a price of $0.10 per unit for total proceeds of $200,000 which is mostly included in share subscription receivable as at August 31, 2021. Each unit consisted of one common share and one common share purchase warrant, each warrant entitling the holder to subscribe for one common share at a price of $0.15 per share expiring on June 28, 2024. As at August 31, 2022 and 2021, the Company was holding the share certificate until payment was received of which $38,150 was remaining. The amount was collected during the year ended August 31, 2023.

Due to/from related parties

Included in due to/from related parties are as follows:

• a) On June 15, 2022, the Company entered into a loan agreement with Power One in the amount of $100,000, that is unsecured, bears interest at 7.5% per annum and is repayable the earlier of (i) five business days following a private placement by Power One of at least $1,000,000 or (ii) 13 months following the date of this agreement (July 15, 2023). As at August 31, 2022, the Company recorded interest of $1,603 on the loan. During the year ended August 31, 2023, the loan was repaid in full and interest receivable of $4,890 was forgiven.

• b) During the year ended August 31, 2023, the Company paid $13,726 (2022 - $13,726) in expenses on behalf of District 1, which remains receivable at year-end. The balance owed from District 1 of $27,452 (2022 - $13,726) is unsecured, non-interest bearing and payable on demand.

• c) During the year ended August 31, 2023, the Company paid $6,311 (2022 - $Nil) in expenses on behalf of Power One, which remains receivable at year-end. The balance is unsecured, non-interest bearing and payable on demand.

• d) During the year ended August 31, 2023, the Company paid $21,413 (2022 – received $25,000) to Falcon Gold Corp (“Falcon”), a company related by common directors. The balance owing of $3,587 (2022 - $25,000) is unsecured, non-interest bearing and payable on demand.

• e) On May 31, 2022, the Company entered into a mineral property purchase agreement with Power One Resources Corp. (the “Power One”) whereby the Company acquire 100% interest in 209 mineral claims located in Ontario. As consideration, the Company agreed to pay cash of $10,450, which remained outstanding at August 31, 2022. During the year ended August 31, 2023, the Company issued 95,000 units as settlement of this debt.

11. Financial risk management

The Company is exposed in varying degrees to a variety of financial instrument related risks.

Credit Risk

The Company is exposed to credit risk by holding cash. Holding the cash in large Canadian financial institutions minimizes this risk. The Company has minimal accounts receivable exposure, and its various refundable credits are due from the Canadian government.

Currency Risk

The Company’s functional currency is the Canadian dollar. There is minimal foreign exchange risk to the Company as its mineral property interests are located in Canada. Management monitors its foreign currency balances and make adjustments based on anticipated need for currencies. The Company does not engage in any hedging activities to reduce its foreign currency risk.

36

MARVEL DISCOVERY CORP. Notes to the Consolidated Financial Statements For the years ended August 31, 2023 and 2022 (Expressed in Canadian dollars)

11. Financial risk management – (cont’d)

Interest Rate Risk

The Company’s exposure to interest rate risk relates to its ability to earn interest income on cash balances at variable rates. Currently, this risk will have an immaterial effect on operations.

Price Risk

Price risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices (other than those arising from currency risk or interest rate risk). The Company is at risk to changes in commodity prices which may affect financing options available to the Company and the fair value of its investment.

Liquidity Risk

Liquidity risk arises through the excess of financial obligations over available financial assets due at any point in time. The Company manages this risk by careful management of its working capital and deferring related party payables.

The Company’s expected source of cash flow in the upcoming year will be through equity financing. Cash on hand at August 31, 2023 and expected cash flows for the next 12 months are not sufficient to fund the Company’s ongoing operational needs. The Company will need funding through equity or debt financing, entering into joint venture agreements, or a combination thereof.

Capital Management

The Company is engaged in the mineral exploration field and manages related industry risk issues directly. The Company is potentially at risk for environmental issues and fluctuations in commodity based market prices associated with resource property interests. Management is of the opinion that the Company addresses environmental risk and compliance in accordance with industry standards and specific project environmental requirements.

The Company includes cash and equity in the definition of capital. Equity is comprised of issued common shares, reserves, and deficit.

The Company manages its capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of underlying assets. In order to maintain or adjust its capital structure, the Company may issue new shares, purchase shares for cancellation pursuant to normal course issuer bids or make special distributions to shareholders. The Company is not subject to any externally imposed capital requirements and does not presently utilize any quantitative measures to monitor its capital.

There were no changes in the Company’s approach to capital management during the year.

Fair Value

The fair value of the Company’s financial assets and liabilities approximates the carrying amount. 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.

37

MARVEL DISCOVERY CORP. Notes to the Consolidated Financial Statements For the years ended August 31, 2023 and 2022 (Expressed in Canadian dollars)

11. Financial risk management – (cont’d)

August 31, 2023	Level 1	Level 2	Level 3
	$	$	$
Cash	395,664	-	-
Investments	81,667	-	535,707
August 31, 2022	Level 1	Level 2	Level 3
	$	$	$
Cash	104,064	-	-
Investments	-	-	500,000

Management believes that the recorded values of all accounts receivable, accounts payable and accrued liabilities, and amounts due to and from related parties approximate their current fair values because of their nature and anticipated settlement dates.

12. Supplemental disclosure with respect to cash flows

During the years ended August 31, 2023 and 2022, the Company incurred the following non-cash financing and investing transactions that are not reflected in the statements of cash flows:

	August 31,	August 31,
	2023	2022
	$	$
Non-cash financing and investing activities:
Issuance of share capital for:
Shares and units issued for exploration and evaluation
assets	34,500	693,000
Units received for option payments	86,131	-
Units issued for settlement of debt	10,450	-
Fair value of finder warrants	76,759	35,000
Fair value of stock options transferred	-	(31,410)
Accounts payable related to exploration and evaluation assets	363,555	193,088

13. Investments

			Fair Value at	Number of		Fair Value at
	Number of	Investment	August 31,	shares	Investment	August 30,
Investments	units held	Cost	2023	held	Cost	2022
	#	$	$	#	$	$
Public Company
Carmanah – shares	1,166,667	90,000	81,667	-	-	-
Carmanah – warrants	1,166,667	36,131	35,707	-	-	-
Private Company
Power One–shares	5,000,000	581,578	500,000	5,000,000	581,578	500,000
Total	7,333,334	707,709	617,374	5,000,000	581,578	500,000

38

MARVEL DISCOVERY CORP. Notes to the Consolidated Financial Statements For the years ended August 31, 2023 and 2022 (Expressed in Canadian dollars)

13. Investments – (cont’d)

Carmanah Minerals Corp.

Pursuant to the property option agreement on October 4, 2022, the Company received 500,000 units of Carmanah on November 22, 2022. Each unit consists of one common share and one common share purchase warrant, with each warrant entitling the holder to subscribe for one common share of Carmanah at a price of $0.13 per share for a period of five years from issuance. On the date of issuance, the Carmanah shares were valued at the market price of $0.10 per share for a value of $50,000 and the warrants were valued at $36,131 using volatility of 100%, interest rate of 3.18%, share price at the date of issuance of $0.10, expected life of 5 years and dividend yield of 0.00%. Expected volatility was determined using entities of similar size and industry.

During the year ended August 31, 2023, the Company subscribed $40,000 to a private placement offering in Carmanah for 666,667 units at a price of $0.06 per unit. Each unit consists of one common share and one common share purchase warrant, with each warrant entitling the holder to subscribe for one common share of Carmanah at a price of $0.10 per share for a period of two years from issuance.

During the year ended August 31, 2023, the Company recognized a loss on fair value of investment of $8,757.

Carmanah is a related party with a common director and a common officer.

Power One Resources Corp.

On May 13, 2021, the Company completed the plan of arrangement (the “Arrangement”) whereby the Company spun out its Serpent River and Wicheeda North property assets and liabilities (the “Spin-Out”) in order to create a new exploration company, Power One, by way of plan of arrangement under the Business Corporations Act (British Columbia). In consideration for the transferred assets and liabilities, the Company received 5,000,000 common shares of Power One fair valued at $581,578. As at August 31, 2023 and August 31, 2022, the Company has accounted for the investment at fair value based on Power One’s most recent private placement at $0.10 per share. During the year ended August 31, 2023, the Company recognized a loss on fair value of investment of $nil (2022 - $81,578).

14. Income taxes

Income tax expense varies from the amount that would be computed from applying the combined federal and provincial income tax rate to loss before taxes as follows:

	August 31,	August 31,
	2023	2022
Net loss before income taxes for the year	$ (728,665)	$ (808,852)
Statutory Canadian corporate tax rate	27.00%	27.00%
Expected (recovery) at statutory rate	(197,000)	(218,000)
Unrecognized items for tax purposes	(30,000)	-
Change in unrecognized deferred tax assets	227,600	218,000
Income tax recovery	$-	$-

39

MARVEL DISCOVERY CORP. Notes to the Consolidated Financial Statements For the years ended August 31, 2023 and 2022 (Expressed in Canadian dollars)

14. Income taxes – (cont’d)

The significant components of the Company’s temporary differences, unused tax credits and unused tax losses that have not been included on the statement of financial position are as follows:

	Expiry		2023		2022
Exploration and evaluation asset	No expiry date	$	2,599,000	$	3,341,000
Share issuance costs	2024 - 2027	$	252,000	$	79,000
Non-capital losses	2025 - 2043	$	6,235,000	$	5,326,000
Capital items and other	No expiry date	$	112,000	$	-
Capital loss	No expirydate	$	89,000	$	89,000

Flow-through

During the year ended August 31, 2023, the Company received $2,135,004 from the issuance of flowthrough shares. These amounts will not be available to the Company for future deduction from taxable income. A flow-through premium of $195,834 was recognized initially and $94,964 was recognized as other income during the year ended August 31, 2023. As at August 31, 2023, the Company has approximately $1,040,000 in exploration expenditures to incur.

During the year ended August 31, 2022, the Company received $950,100 from the issuance of flow-through shares. These amounts will not be available to the Company for future deduction from taxable income. A flow-through premium of $117,546 was recognized initially and $24,868 (2022 - $65,276) was recognized as other income during the year ended August 31, 2023. As at August 31, 2023, the Company has approximately $187,000 (2022 - $384,373) remaining in exploration expenditures to incur.

15. Subsequent events

On September 1, 2023, the Company granted 2,500,000 incentive stock options to certain officers, directors and consultants. The options vested on date of grant, have a term of five years and are exercisable at $0.05 per common share.

On September 11, 2023, 1,350,000 stock options expired unexercised.

Subsequent to the year ended August 31, 2023, 500,000 share purchase warrants expired unexercised.

On October 9, 2023, the Company entered into an option agreement to earn a 100% interest in the Costigan Lake mineral claims which are located in Saskatchewan. As consideration, the Company will pay the optionor $1,000,000 and must incur $2,000,000 in exploration expenditures over a five-year period. Marvel will pay a 1% NSR to the vendor upon commencement of commercial production. Marvel will have the right to purchase the 1% NSR at any time for $1,500,000. On October 16, 2023, the Company paid $10,000 to the optionor.

On November 7, 2023, 100,000 stock options were exercised for gross proceeds of $5,000.

On November 23, 2023, the Company issued 12,000,000 flow-through units at a price of $0.05 per unit for total proceeds of $600,000. Each unit consists of one flow-through common share and one-half of one common share purchase warrant, with each whole warrant entitling the holder to subscribe for one nonflow-through common share at a price of $0.10 per share for a period of two years from issuance. The Company also issued 1,250,000 non-flow-through units at a price of $0.04 per unit for total proceeds of $50,000. Each unit consists of one non-flow-through common share and one common share purchase warrant, with each warrant entitling the holder to subscribe for one non-flow through common share at a price of $0.075 per share for a period of five years from issuance. In connection with the private placements, the Company paid cash finders’ fees of $45,500 and issued 927,500 finders’ warrants. Each finders’

40

MARVEL DISCOVERY CORP. Notes to the Consolidated Financial Statements For the years ended August 31, 2023 and 2022 (Expressed in Canadian dollars)

15. Subsequent events – (cont’d)

warrants entitles the holder thereof to purchase one non-flow-through common share at a price of $0.075 for a period of two years from issuance. In December 2023, the Company issued 500,000 shares valued at $17,500 and paid $25,000 in accordance with the Highway option agreement.

Subsequent to the year end, the Company provided a non-interest bearing loan in the amount of $19,700 to a company controlled by the CEO. The loan matures on August 31, 2024.

41