Marvel Discovery Corp. — Interim / Quarterly Report 2022

Apr 29, 2022

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Condensed Interim Financial Statements For the six months ended February 28, 2022 and 2021 Expressed in Canadian Dollars – (Unaudited Prepared by Management)

NOTICE OF NO AUDITOR REVIEW OF THE CONDENSED INTERIM FINANCIAL STATEMENTS

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

The accompanying unaudited condensed interim financial statements of the Company for the six months ended February 28, 2022 have been prepared by and are the responsibility of the Company’s management, and have not been reviewed by the Company’s auditors.

MARVEL DISCOVERY CORP. Condensed Interim Statements of Financial Position As at February 28, 2022 and August 31, 2021 (Expressed in Canadian dollars) (Unaudited – Prepared by Management)

MARVEL DISCOVERY CORP. Condensed Interim Statements of Financial Position As at February 28, 2022 and August 31, 2021 (Expressed in Canadian dollars) (Unaudited – Prepared byManagement)
		February 28,		August 31,
		2022		2021
ASSETS
Current
Cash	$	186,756	$	100,618
Amount receivable		29,401		78,354
Due from related parties (Note 8)		50,490		490
Prepaid expenses and deposits (Note 8)		68,385		75,325
		335,033		254,787
Investment in associates (Note 10)		581,578		581,578
Exploration and evaluation assets (Note 5)		1,717,772		1,193,649
	$	2,634,382	$	2,030,014
LIABILITIES
Current
Accounts payable and accrued liabilities (Notes 6 and 8)	$	485,190	$	649,102
Flow-through premium (Note 7)		57,601		-
		542,791		649,102
SHAREHOLDERS’ EQUITY
Share capital (Note 7)		15,253,911		14,423,772
Share subscription receivable (Notes 7 and 8)		(254,150)		(193,750)
Reserves (Note 7)		1,805,124		1,514,309
Deficit		(14,713,294)		(14,363,419)
		2,091,591		1,380,912
	$	2,634,382	$	2,030,014

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

Approved and authorized for issuance on behalf of the Board of Directors on April 29, 2022:

/s/ Karim Rayani Karim Rayani

/s/ Geoff Balderson Geoff Balderson

The accompanying notes are an integral part of these condensed interim financial statements

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MARVEL DISCOVERY CORP.

Condensed Interim Statements of Operations and Comprehensive Loss For the three and six months ended February 28, 2022 and 2021 (Expressed in Canadian dollars) (Unaudited – Prepared by Management)

(Expressed in Canadian dollars) (Unaudited – Prepared byManagement)
		For the three	months ended			For the six	months ended
		February		28,		February 28,
		2022		2021		2022		2021
Administrative expenses
Bank and interest charges	$	463	$	272	$	765	$	1,188
Bad debt		101,734		-		101,734		-
Consulting fees (Note 8)		16,154		30,000		23,654		57,000
Filing and transfer agent fees		19,836		13,857		31,675		22,283
Loan interest		-		8,216		-		16,078
Management fees (Note 8)		24,000		24,000		48,000		48,000
Office and miscellaneous		-		855		-		2,202
Property investigation cost		12,000		-		12,000		-
Professional fees (Note 8)		25,802		5,427		42,095		28,294
Rent (Note 8)		15,000		-		15,000		-
Salaries and benefits		-		-		-		3,642
Share-based payment (Notes 8)		18,540		38,163		18,540		125,196
Shareholder communications		49,477		-		82,207		-
Traveland promotion		-		25,752		-		49,768
Total expenses		283,006		146,542		375,670		353,651
Loss before other item		(283,006)		(146,542)		(375,670)		(353,651)
Other items
Other income		23,180		-		23,180		-
Gain (loss) on settlement of debt		(3,266)		-		2,615		-
Net loss and comprehensive loss for the
period	$	(263,092)	$	(146,542)	$	(349,875)	$	(353,651)
Basic and diluted loss per share	$	(0.00)	$	(0.00)	$	(0.00)	$	(0.01)
Weighted average number of common shares
outstanding		88,095,052		65,130,883		83,903,933		64,594,232

The accompanying notes are an integral part of these condensed interim financial statements

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MARVEL DISCOVERY CORP.

Condensed Interim Statements of Changes in Shareholders’ Equity For the six months ended February 28, 2022 and 2021 (Expressed in Canadian dollars)

(Unaudited – Prepared by Management)

or the six months ended February 28, 2022 and 2021 Expressed in Canadian dollars) Unaudited – Prepared byManagement)
Number of shares	Share subscription Option Warrant Capital stock received/ receivable reserves reserves	Total Shareholders’ Deficit Equity
Balance, August 31, 2020 63,337,105 Share subscription received - Shares issued pursuant to options exercised 75,000 Shares issued pursuant to warrants exercised 1,680,000 Shares issued for property acquisition 100,000 Warrants issued to acquire exploration and evaluation assets - Units issued for property acquisition 850,000 Share issue cost - Share-based payment - Net loss for the period -	$ 13,184,763 $ (42,350) $ 1,062,769 $ 88,918 - 37,500 - - 8,922 - (4,422) - 84,000 - - - 8,500 - - - - - - 18,670 70,500 - - 30,374 (9,050) - - - - - 125,196 - - - - -	$ (11,835,952) $ 2,458,148 - 37,500 - 4,500 - 84,000 - 8,500 - 18,670 - 100,874 - (9,050) - 125,196 (353,651) (353,651)
Balance,February28,2021 66,042,105	$13,347,635 $ (4,850) $1,183,543 $ 137,962	$ (12,189,603) $ 2,474,687
Balance, August 31, 2021 79,057,772 Shares issued pursuant to options exercised 100,000 Shares issued for property acquisition 1,000,000 Private placement 8,047,168 Share issue cost - Flow-through premium - Shares issued pursuant to warrants exercised 1,032,000 Warrants issued to acquire exploration and evaluation assets - Share-based payment - Net loss for the period -	$ 14,423,772 $ (193,750) $ 1,361,347 $ 152,962 14,140 - (4,140) - 130,000 - - - 764,790 (10,400) - 241,415 (49,610) - - - (80,781) - - - 51,600 (50,000) - - - - - 35,000 - - 18,540 - - - - -	$ (14,363,419) $ 1,380,912 - 10,000 - 130,000 - 995,805 - (49,610) - (80,781) - 1,600 - 35,000 - 18,540 (349,875) (349,875)
Balance,February28,2022 89,236,940	$15,253,911 $ (254,150) $1,375,747 $ 429,377	$ (14,713,294) $ 2,091,591

The accompanying notes are an integral part of these condensed interim financial statements

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MARVEL DISCOVERY CORP. Condensed Interim Statements of Cash Flows For the six months ended February 28, 2022 and 2021 (Expressed in Canadian dollars) (Unaudited – Prepared by Management)

		For the six	months ended	months ended
		February		28,
		2022		2021
Operating Activities
Net loss for the period	$	(349,875)	$	(353,651)
Adjustments to reconcile loss to net cash used in operating activities:
Other income		(23,180)		-
Share-based payment		18,540		125,196
Interest accrued on loans and payables		-		16,078
Gain on settlement of debt		(5,881)		-
Changes in non-cash working capital items related to operations:
Amount receivable		48,953		3,884
Prepaid expenses and deposits		(43,060)		51,901
Accounts payable and accrued liabilities		(148,031)		109,631
Cash provided by (used in) operating activities		(452,534)		(46,961)
Investing Activities
Accounts payable and due to related parties related to evaluation
and exploration assets		-		(8,000)
Exploration and evaluation assets		(359,123)		(42,470)
Cash used in investing activities		(359,123)		(50,470)
Financing Activities
Issuance of common shares, net of share issue costs		947,795		12,000
Due to/from related parties		(50,000)		(153,181)
Cash provided by (used in) financing activities		897,795		(141,181)
Change in cash during the period		86,138		(238,612)
Cash, beginning of period		100,618		474,688
Cash, end of the period	$	186,756	$	236,076
Supplemental Disclosure of Cash Flow Information:
Cash paid during the period:
Interest	$	-	$	-
Income taxes	$	-	$	-
Non-cash Transaction
Share issued to settle debt	$	10,000	$	-
Share issued for property	$	130,000	$	79,000
Fair value of property warrants	$	35,000	$	137,962
Fair value transferred from option reserve on stock options exercised	$	4,140	$	4,442
Fair value assigned to share purchase warrants	$	241,415	$	-

The accompanying notes are an integral part of these condensed interim financial statements

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MARVEL DISCOVERY CORP. Notes to the Condensed Interim Financial Statements For the six months ended February 28, 2022 and 2021 (Expressed in Canadian dollars) (Unaudited – Prepared by Management)

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 615 – 800 Pender Street, Vancouver, B.C., V6C 2V6.

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 February 28, 2022 the Company was in the exploration stage and had interests in properties in Canada.

These 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 February 28, 2022, the Company had a working capital deficiency of $207,758 (August 31, 2021 – working capital deficiency $395,315) and accumulated deficit of $14,713,294 (August 31, 2021 - $14,363,419). Based on its current plans, budgeted expenditures, and cash requirements, the Company does not have sufficient cash to finance its current plans.

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

The Company’s business financial condition and results of operations may be further negatively affected by economic and other consequences from Russia’s military action against Ukraine and the sanctions imposed in response to that action in late February 2022. While the Company expects any direct impacts, of the pandemic and the war in the Ukraine, to the business to be limited, the indirect impacts on the economy and on the mining industry and other industries in general could negatively affect the business.

The above material uncertainties cast significant doubt about the Company’s ability to continue as a going concern. The Company’s continuation as a going concern is dependent upon successful results from its exploration and evaluation activities, its ability to attain profitable operations to generate funds and/or its ability to raise equity capital or borrowings sufficient to meet its current and future obligations. Although the Company has been successful in the past in raising funds to continue operations, there is no assurance it will be able to do so in the future.

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MARVEL DISCOVERY CORP. Notes to the Condensed Interim Financial Statements For the six months ended February 28, 2022 and 2021 (Expressed in Canadian dollars) (Unaudited – Prepared by Management)

2. Basis of preparation

Statement of compliance

These condensed interim financial statements, including comparatives, have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”), Interpretations issued by the International Financial Reporting Interpretations Committee (“IFRIC”) and in accordance with International Accounting Standard (“IAS”) 34 Interim Financial Reporting.

The condensed interim financial statements were authorized for issue by the Board of Directors on April 29, 2022.

Basis of measurement

The condensed interim financial statements have been prepared on the historical cost basis except for certain financial instruments which are measured at fair value, as explained in the accounting policies set out in Note 3. In addition, these financial statements have been prepared using the accrual basis of accounting, except for cash flow information.

The condensed interim financial statements of the Company are presented in Canadian dollars, which is the functional currency of the Company.

3. Significant accounting policies

The preparation of financial data is based on accounting principles and practices consistent with those used in the preparation of the audited financial statements as at August 31, 2021. The accompanying unaudited condensed interim financial statements should be read in conjunction with the Company’s audited financial statements for the year ended August 31, 2021.

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, 2023.

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.

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MARVEL DISCOVERY CORP. Notes to the Condensed Interim Financial Statements For the six months ended February 28, 2022 and 2021 (Expressed in Canadian dollars) (Unaudited – Prepared by Management)

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

Critical judgments, estimates and assumptions 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 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.

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.

Investment in associates

The accounting for investments in other companies can vary depending on the degree of control and influence over those other companies. Management is required to asses at each reporting date the Company’s control and influence over these other companies. Management has used its judgment to determine which companies are controlled and require consolidation and those which are significantly influenced and require equity accounting. The Company has considered its ownership position in Power One Resources Corp. and concluded that Marvel Discovery Corp. has significant influence in the key operating activities of Power One Resources Corp.; therefore, it does not have control and should account for it as an equity investment (Note 11).

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MARVEL DISCOVERY CORP. Notes to the Condensed Interim Financial Statements For the six months ended February 28, 2022 and 2021 (Expressed in Canadian dollars) (Unaudited – Prepared by Management)

5. Exploration and evaluation assets

		Canada		Other Total
		Duhamel Blackfly Slip Gold	Victoria Lake and extension East Bull Gander and Hope Brook Sandy Pond Baie Verte Line Step Property
	Balance, August 31, 2021 Acquisition costs: Additions Cash Shares Warrants Exploration and evaluation costs: Assays Drilling (recovery) Geological Geophysical Surveying Total expenditures for the period Balance,February28,2022	$ 311,516 $ 437,131 $ 91,170 - 15,000 - - 13,000 - - - -	$ 90,019 $ 55,000 $ 144,420 $ 64,390 $ $ - 15,000 10,000 - 25,000 43,000 17,000 36,000 - - 54,000 27,000 - 21,000 - - 14,000 - -	$ 3 $ 1,193,649 - 125,000 - 130,000 - 35,000
		- 28,000 - 15,589 17,040 - - (19,303) - - 5,034 5,365 - - - - - -	72,000 10,000 - 93,000 70,000 17,000 - - - - - - - - - - - - 45,560 - - - - - - 156,688 7,500 - - - - 650 - - -	- 290,000 - 32,629 - (19,303) - 55,959 - 164,188 - 650
		15,589 2,771 5,365	- 45,560 157,338 7,500 - -	- 234,123
		15,589 30,771 5,365	72,000 55,560 157,338 100,500 70,000 17,000	- 524,123
		327,105 467,902 96,535	162,019 110,560 301,758 164,890 70,000 17,000	3 1,717,772
		$ 327,105 $ 467,902 $ 96,535	$ 162,019 $ 110,560 $ 301,758 $ 164,890 $ 70,000 $ 17,000	$ 3 $ 1,717,772

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MARVEL DISCOVERY CORP. Notes to the Condensed Interim Financial Statements For the six months ended February 28, 2022 and 2021 (Expressed in Canadian dollars) (Unaudited – Prepared by Management)

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

		Canada		Sandy Pond Baie Verte Line Other Total
		Serpent River Duhamel Wicheeda	Camping Blackfly Slip Gold Victoria Lake East Bull Gander and Hope Brook
	Balance, August 31, 2020 Acquisition costs: Additions Staking Cash Shares Warrants Exploration and evaluation costs: Assays Claim fees Drilling Geological consulting Geophysics Mag Surveys Other Reports and admin Travel and accommodations Total expenditures for the year Impairment Distribution (Note 11) Balance,August 31,2021	$2,148,113 $ 213,920 $ 227,989	$ 65,166 $ 10,000 $ - $ - $ - $ -	$ - $ 3 $ 2,665,191
		- - - - - - - - - - - -	- - - 13,715 - 140,920 - - 30,000 10,000 10,000 - 40,000 8,500 42,500 28,000 30,000 - - 18,670 18,670 11,704 15,000 -	39,390 - 194,025 25,000 - 75,000 - - 164,000 - - 49,044
		- - - - - - - - - - - - 1,200 92,570 - - - - - - - - - 22,500 9,600 - 4,162 - 5,026 -	40,000 27,170 91,170 63,419 55,000 140,920 - 41,028 - - - - - - - 260 - - - 178,595 - - - - - 150,568 - 26,340 - - - 8,500 - - - - - 21,270 - - - - - - - - - 3,500 - - - - - - - - - - - -	25,000 - 482,069 - - 41,028 - - 260 - - 178,595 - - 270,678 - - 8,500 - - 21,270 - - 26,000 - - 13,762 - - 5,026
		10,800 97,596 26,662	- 399,961 - 26,600 - 3,500	- - 565,119
		10,800 97,596 26,662	40,000 427,131 91,170 90,019 55,000 144,420	64,390 - 1,047,188
		2,158,913 311,516 254,651 - - - (2,158,913) - (254,651)	105,166 437,131 91,170 90,019 55,000 144,420 (105,166) - - - - - - - - - - -	64,390 3 3,712,379 - - (105,166) - - (2,413,564)
		$ - $ 311,516 $ -	$ - $ 437,131 $ 91,170 $ 90,019 $ 55,000 $ 144,420	$ 64,390 $ 3 $ 1,193,649

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MARVEL DISCOVERY CORP. Notes to the Condensed Interim Financial Statements For the six months ended February 28, 2022 and 2021 (Expressed in Canadian dollars) (Unaudited – Prepared by Management)

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

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

a. Serpent River Project (Ontario)

The Company entered into an agreement to acquire a 100% interest in ten mining claims in the Sault Ste. Marie Mining Division, Elliot Lake area, in Northern Ontario. Terms of the agreement include the issuance of 100,000 common shares at a value of $91,000 (issued) and $500,000 in cash (paid). In addition, there is a 2.0% net smelter return relating to the acquisition. The Company may at any time purchase 1.0% of the NSR for $1.5 million. A finders’ fee of 5,000 common shares valued at $8,550 and $25,000 cash has been paid.

On May 13, 2021, the Serpent River Project was included in the spin-out assets to Power One.

b. 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. 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).

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.

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MARVEL DISCOVERY CORP. Notes to the Condensed Interim Financial Statements For the six months ended February 28, 2022 and 2021 (Expressed in Canadian dollars) (Unaudited – Prepared by Management)

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

• c. 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% Net Smelter Return Royalty (“NSR”). The Company may acquire one-half of the NSR for $1 million within five years of the Agreement Date.

On May 13, 2021, the Wicheeda North Property was included in the spin-out assets to Power One.

d. Camping Lake Property (Ontario)

On December 9, 2019 the Company entered into an agreement to acquire up to 75% interest in five mineral claims in Red Lake Mining District, Ontario. To earn a 51% interest the Company will issue 1,000,000 common shares upon Exchange acceptance (issued at a value of $35,000) and issued a further 500,000 common shares on the first anniversary of Exchange acceptance (issued at a value of $40,000). The Company will make staged cash payments totaling $65,000 over four years, incur $100,000 in exploration expenditures before October 31, 2020 (deferred), and a further $200,000 in expenditures by October 31, 2021. Upon earning the initial 51% interest, the Company has the option to acquire a further 24% for a cash payment of $500,000. The agreement is subject to a 2% net smelter royalty to the vendors.

As at August 31, 2021, Management of the Company has decided not to proceed with Camping Lake Property and have recorded an impairment of $105,166.

e. 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 near Atikokan, Ontario. Terms include cash payments totaling $105,000, which includes $40,000 in advance royalty payments, (As at February 28, 2022 the Company made a cash payment of $15,000 with a remaining cash balance of $71,500) and the issuance of a total of 500,000 common shares of the Company (As at February 28, 2022 the Company issued a total of 100,000 at a value of $13,000 with a commitment to issue another 300,000 common shares) and 500,000 share purchase warrants in the Company (issued at a value of $18,670). Each warrant is exercisable for two years at a price of $0.12. The warrants were valued at $18,671 using volatility of 100.18%, interest rate of 0.24% and dividend yield of 0.00%; The Company must also incur $153,600 in exploration expenditures before August 21, 2024 (incurred).

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MARVEL DISCOVERY CORP. Notes to the Condensed Interim Financial Statements For the six months ended February 28, 2022 and 2021 (Expressed in Canadian dollars) (Unaudited – Prepared by Management)

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

f. Slip Gold Property (Newfoundland)

On September 23, 2020 the Company entered into an agreement to acquire a 100% interest in six claims consisting of 264 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% net smelter royalty to the vendors of which 1% may be purchased for $1 million cash.

g. 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% net smelter royalty 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 53 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%; 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 Net Smelter Returns Royalty being equal to 2% with the option to acquire 0.5% from the Vender for $1,500,000.

h. East Bull (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 20 kilometers east of Elliot Lake Ontario 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 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% and dividend yield of 0.00%. The agreement is subject to a 2% net smelter royalty to the vendors of which 1% may be purchased for $750,000 cash.

14

MARVEL DISCOVERY CORP. Notes to the Condensed Interim Financial Statements For the six months ended February 28, 2022 and 2021 (Expressed in Canadian dollars) (Unaudited – Prepared by Management)

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

• i. Gander and Hope Brook Project (Newfoundland)

During the year ended August 31, 2021, the Company staked 14 mineral claims which contain 2,168 claim units for a total cost of $140,920.

j. Sandy Pond (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 the Sandy Pond Property. Terms include cash payments of $25,000 upon signing (paid), issuance of 400,000 common shares within 15 days of the effective date (issued and fair valued at $54,000) and 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) and a further cash payment of $25,000 within sixty days of the effective date. The warrants were fair valued at $14,000 using volatility of 149%; interest rate of 0.53%; and dividend yield of 0%.

During the year ended August 31, 2021, the company staked 6 mineral claims for a total of 606 claim units for a total cost of $39,390.

• k. Baie Verte Line Property (Newfoundland)

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.

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.

• l. Step Property (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.

6. Accounts payable and accrued liabilities

	February 28,	February 28,		August 31,
		2022		2021
Accounts payable	$	384,208	$	610,817
Accrued liabilities		97,728		35,031
Part XII.6 tax payable		3,254		3,254
	$	485,190	$	649,102

7. Share capital

Authorized share capital

Unlimited number of common shares without par value.

15

MARVEL DISCOVERY CORP. Notes to the Condensed Interim Financial Statements For the six months ended February 28, 2022 and 2021 (Expressed in Canadian dollars) (Unaudited – Prepared by Management)

7. Share capital – (cont’d)

Issuances

During the six months ended February 28, 2022:

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 unit at a price of $0.115 per unit for total proceeds of $207,980. 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. The Company recognized a flowthrough premium of $80,781 and a residual value of $215,817 was allocated to the warrants using the residual value method. The Company paid cash finders’ fee of $49,610. As at February 28, 2022, the Company had incurred $200,892 in exploration cost and have recognized $23,180 in flow-through premium as other income.

On December 16, 2021, the Company issued 853,261 non-flow-through unit at a price of $0.115 per unit for total proceeds of $98,125 of which $10,400 is included in share subscriptions receivable as at February 28, 2022. 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 $25,598 was allocated to the warrants using the residual value method.

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% 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% and dividend yield of 0.00%.

On September 22, 2021, the Company issued 100,000 common shares pursuant to the exercise of stock options with an exercise price of $0.10 for total proceeds of $10,000. A fair value of $4,140 was transferred from option reserve to share capital. The trading share price on the date of exercise was $0.12.

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

During the period ended February 28, 2022, the Company issued 1,032,000 share purchase warrants for total proceeds of $51,600 of which $50,000 is included in share subscriptions receivable as at February 28, 2022.

16

MARVEL DISCOVERY CORP. Notes to the Condensed Interim Financial Statements For the six months ended February 28, 2022 and 2021 (Expressed in Canadian dollars) (Unaudited – Prepared by Management)

7. Share capital – (cont’d)

Issuances – (cont’d)

During the year ended August 31, 2021:

During the year ended August 31, 2021, the Company issued 375,000 common shares pursuant to the exercise of stock options with exercise prices between $0.06 and $0.12 for total proceeds of $38,500. A fair value of $33,862 has been transferred from option reserve to share capital. The trading share prices on the date of exercise of these options range between $0.08 and $0.175.

During the year ended August 31, 2021, the Company issued 7,945,667 common shares pursuant to the exercise of share purchase warrants with weighted average price of $0.0579 for total proceeds of $460,197 of which $35,750 is included in share subscriptions receivable as at August 31, 2021.

On July 2, 2021, the Company completed a non-brokered private placement of 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 July 28, 2024.

On May 31, 2021, the Company completed a non-brokered private placement of 2,400,000 units at a price of $0.125 per unit for total proceeds of $300,000. Each unit consisted of one flow-through common share and one-half of one common share purchase warrant, each whole warrant entitling the holder to subscribe for one non-flow-through common share at a price of $0.25 per share expiring on May 31, 2023. The Company recognized a flow-through premium of $72,000. In connection with the private placement the Company paid cash finders fee of $24,000.

On May 18, 2021, the Company issued 300,000 units valued at $30,000 pursuant to the property acquisition agreement. The unit consists of one common share and one share purchase warrant. Each share purchase 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 share purchase warrants were valued at $15,000 using a volatility of 127.72%, interest rate of 0.3% and dividend yield of 0.00%.

On May 6, 2021, the Company issued 1,250,000 common shares valued at $162,500 to settled debts totaling $193,600 resulting in a gain on debt settlement of $31,100.

On March 17, 2021, the Company issued 500,000 common shares valued at $40,000 pursuant to the terms of the property agreement.

On October 26, 2020 the Company issued 350,000 units valued at $28,000 pursuant to a property acquisition. The unit consists of one common share and one two-year transferable common share purchase warrant. One warrant will entitle the holder to purchase one additional common share of the Company at a price of $0.12 per share until October 26, 2022. The warrants were valued at $11,704 using volatility of 98.88%, interest rate of 0.24% and dividend yield of 0.00%.

17

MARVEL DISCOVERY CORP. Notes to the Condensed Interim Financial Statements For the six months ended February 28, 2022 and 2021 (Expressed in Canadian dollars) (Unaudited – Prepared by Management)

7. Share capital – (cont’d)

Issuances – (cont’d)

During the year ended August 31, 2021: - (cont’d)

On October 5, 2020 the Company issued 100,000 common shares valued at $8,500 and 500,000 warrants pursuant to a property acquisition. One two-year transferable warrant will entitle the holder to purchase one additional common share of the Company at a price of $0.12 per share until October 5, 2022. The warrants were valued at $18,670 using volatility of 100.18%, interest rate of 0.24% and dividend yield of 0.00%.

On October 2, 2020 the Company issued 500,000 units valued at $42,500 pursuant to a property acquisition. The unit consists of one common share and one two-year transferable common share purchase warrant. One warrant will entitle the holder to purchase one additional common share of the Company at a price of $0.12 per share until October 2, 2022. The warrants were valued at $18,670 using volatility of 100.18%, interest rate of 0.24% and dividend yield of 0.00%.

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.

The changes in options during the six months ended February 28, 2022 and for the year ended August 31, 2021 are as follows:

	February 28, 2022 Number of options Weighted average exercise price 5,900,000 $ 0.09 300,000 0.12 (100,000) 0.10 - - 6,100,000 $ 0.09	August 31, 2021
		Number of options Weighted average exercise price
Options outstanding, beginning of period Granted Exercised Expired		3,030,000 $ 0.05 4,500,000 0.11 (375,000) 0.10 (1,255,000) 0.03
Options outstanding and exercisable, end of period		5,900,000 $ 0.09

18

MARVEL DISCOVERY CORP. Notes to the Condensed Interim Financial Statements For the six months ended February 28, 2022 and 2021 (Expressed in Canadian dollars) (Unaudited – Prepared by Management)

7. Share capital – (cont’d)

Stock options – (cont’d)

Details of options outstanding as at February 28, 2022 are as follows:

Number of	Weighted average	Exercise
Stock Options	Contractual life	Price	Expiry Date
1,700,000		$0.05	July 9, 2023
1,800,000		$0.10	September 11, 2023
1,100,000		$0.10	January 29, 2023
1,200,000		$0.12	June 29, 2024
300,000		$0.12	February 28, 2024
6,100,000	1.55years

Subsequent to February 28, 2022, 100,000 stock options were exercised for total proceeds of $12,000.

Share Purchase Warrants

The changes in warrants during the six months ended February 28, 2022 and for the year ended August 31, 2021 are as follows:

	February 28, 2022 Number of warrants Weighted average exercise price 17,420,333 $ 0.11 5,854,476 0.20 (1,332,000) 0.10 (500,000) 0.05 21,442,809 $ 0.13	August 31, 2021
		Number of warrants Weighted average exercise price
Balance, beginning of period Issued Exercised Expired		27,435,000 $ 0.08 4,850,000 0.17 (7,945,667) 0.06 (6,919,000) 0.10
Balance, end of period		17,420,333 $ 0.11

Details of warrants outstanding as at February 28, 2022 are as follows:

Number of	Exercise price	Date of expiry
warrants	$
865,000	0.05	April 14, 2022
2,600,000	0.05	July 8, 2022
7,573,333	0.10	August 12, 2022
500,000	0.12	October 2, 2022
500,000	0.12	October 5, 2022
350,000	0.12	October 26, 2022
300,000	0.15/0.20	May 18, 2023
1,200,000	0.25	May 31, 2023
2,000,000	0.15	July 28, 2024
200,000	0.25	September 29, 2023
300,000	0.25	October 20, 2023
2,692,693	0.20	December 3, 2023
1,808,522	0.20	December 3, 2023
853,261	0.20	December 16, 2023
21,442,809

19

MARVEL DISCOVERY CORP. Notes to the Condensed Interim Financial Statements For the six months ended February 28, 2022 and 2021 (Expressed in Canadian dollars) (Unaudited – Prepared by Management)

7. Share capital – (cont’d)

Share Purchase Warrants – (cont’d)

Subsequent to February 28, 2022, 1,665,000 share purchase warrants were exercised for total proceeds of $123,250.

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. The Company uses the Black Scholes model to determine the fair value of stock option grants and share purchase warrants.

8. Related party transactions

Related party balances

The amounts due from related parties of $50,490 (August 31, 2021 - $490) are non-interest bearing, unsecured and due on demand. These amounts were advanced to companies related by common directors or officers.

Key management personnel compensation

	For the six months ended	For the six months ended	For the six months ended	For the six months ended
		February	28,
		2022		2021
Management consulting fees – CEO	$	48,000	$	48,000
Consulting fee – Directors		12,000		7,500
Accounting fees – to a company controlled by the CFO		12,000		-
Rent – to a company controlled by the CEO		15,000		-
Share based payment		-		50,425
	$	87,000	$	105,925

Included in prepaid expenses and deposit is $25,000 (August 31, 2021 - $Nil) in prepaid rent to a company controlled by the CEO.

Included in accounts payable and accrued liabilities at February 28, 2022, is $52,200 (August 31, 2021 - $Nil) in unpaid management fees to a company controlled by the CEO and unpaid consulting fees to a company controlled by the CFO.

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, 2021, the Company is holding the share certificate until payment is received.

20

MARVEL DISCOVERY CORP. Notes to the Condensed Interim Financial Statements For the six months ended February 28, 2022 and 2021 (Expressed in Canadian dollars) (Unaudited – Prepared by Management)

9. 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.

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. The fair value of the Company’s cash accounts is relatively unaffected by changes in short term interest rates. The income earned on certain bank accounts is subject to the movements in interest rates. The Company pays interest on loans at a fixed interest rate which does not pose an interest rate risk. 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.

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 February 28, 2022 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.

21

MARVEL DISCOVERY CORP. Notes to the Condensed Interim Financial Statements For the six months ended February 28, 2022 and 2021 (Expressed in Canadian dollars) (Unaudited – Prepared by Management)

9. Financial risk management – (cont’d)

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 period.

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.

The Company's financial assets measured at fair values through profit or loss are as follows:

February 28, 2022	Level 1	Level 2	Level 3
	$	$	$
Cash	186,756	-	-
Investment in associates	-	-	581,578
August 31, 2021	Level 1	Level 2	Level 3
	$	$	$
Cash	100,618	-	-
Investment in associates	-	-	581,578

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

22

MARVEL DISCOVERY CORP. Notes to the Condensed Interim Financial Statements For the six months ended February 28, 2022 and 2021 (Expressed in Canadian dollars) (Unaudited – Prepared by Management)

10. Investment in associate

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 Resources Corp. (“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 and in addition, each holder of common shares of the Company received one Power One common share for each five common shares of the Company held which was recorded as distribution to the shareholders by the Company.

As the Arrangement occurred between companies under common control, the transfer was reflected at carrying values and was recorded as a capital transaction through equity. The carrying values of the net assets and liabilities transferred and acquired pursuant to the Arrangement consisted of the following:

Exploration and evaluation properties (Note 5)	$	2,413,564
Accounts payable related to exploration and evaluation properties		(140,000)
Shares of Power One received		(581,578)
Total distribution to the shareholders	$	1,691,986

With its 5,000,000 common shares of Power One, the Company held 25.99% of the issued and outstanding shares of Power One and as at August 31, 2021 the Company’s interest was diluted to 23.54%. As at February 28, 2022, the Company’s interest was diluted to 21.49%. The Company concluded that it has significant influence, but not control, over the financial and operating policies of Power One, accordingly the Company will account for its investment under the equity method. As at February 28, 2022 and August 31, 2021, the Company did not record its share of the net loss from Power One as it was considered nominal.

The following table is a reconciliation of the investment in Power One.

	February	February	28,		August	31,
		2022			2021
Balance, beginning of period	$	581,578		$		-
Investment			-		581,578
Share of loss of equity investment			-			-
Balance, end of period	$	581,578		$	581,578

23

MARVEL DISCOVERY CORP. Notes to the Condensed Interim Financial Statements For the six months ended February 28, 2022 and 2021 (Expressed in Canadian dollars) (Unaudited – Prepared by Management)

10. Investment in associate – (cont’d)

The following table summarized Power One statements of financial position.

	February 28,	February 28,		August 31,
		2022		2021
Current assets	$	798,376	$	105,261
Non-current assets		2,424,014		2,413,564
Current liabilities		(78,010)		(158,444)
Net assets	$	3,144,380	$	2,360,381

The net loss from Power One to February 28, 2022 was $74,001 and Marvel’s share was $15,903.

11. Subsequent Events

Subsequent to February 28, 2022:

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 Company has agreed to assume the terms of the agreement, issuing 1,250,000 common shares to the Optionor, paying a total of $115,000 and incurring a total of $650,000 of expenditures on the property of which the Company and the Optionor will negotiate an amendment to the option agreement. 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 the 4,600,000 common shares to District 1.

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 nonflow through common share at a price of $0.30 per share for a period of two years from issuance.

24