Marvel Discovery Corp.

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Condensed Interim Consolidated Financial Statements For the nine months ended May 31, 2023 and 2022 Expressed in Canadian Dollars – (Unaudited Prepared by Management)

NOTICE OF NO AUDITOR REVIEW OF THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

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

The accompanying unaudited condensed interim consolidated financial statements of the Company for the nine months ended May 31, 2023, 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 Consolidated Statements of Financial Position As at May 31, 2023 and August 31, 2022 (Expressed in Canadian dollars) (Unaudited – Prepared by Management)

MARVEL DISCOVERY CORP. Condensed Interim Consolidated Statements of Financial Position As at May 31, 2023 and August 31, 2022 Expressed in Canadian dollars) Unaudited – Prepared byManagement)
		May 31,		August 31,
		2023		2022
ASSETS
Current
Cash	$	282,942	$	104,064
Amount receivable (Note 5)		104,212		63,053
Due from related parties (Note 9)		27,943		105,369
Prepaid expenses and deposits (Note 9)		19,828		69,653
		434,925		342,139
Advances on exploration expenditures		29,062		35,612
Investments (Note 11)		619,304		500,000
Exploration and evaluation assets (Note 6)		4,186,757		2,775,639
	$	5,270,048	$	3,653,390
LIABILITIES
Current
Accounts payable and accrued liabilities (Notes 7 and 9)	$	635,883	$	593,251
Due to related party (Note 9)		3,587		25,000
Flow-through premium (Note 12)		95,937		52,270
		735,407		670,521
SHAREHOLDERS’ EQUITY
Share capital (Note 8)		18,340,087		16,701,543
Share subscription receivable (Notes 8 and 9)		(78,400)		(203,550)
Reserves (Note 8)		1,707,493		1,657,147
Deficit		(15,434,539)		(15,172,271)
		4,534,641		2,982,869
	$	5,270,048	$	3,653,390

Nature and continuance of operations (Note 1) Commitments (Note 6) Subsequent events (Notes 8 and 13)

Approved and authorized for issuance on behalf of the Board of Directors on July 31, 2023:

/s/ Karim Rayani /s/ Brian Crawford Karim Rayani Brian Crawford

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

Condensed Interim Consolidated Statements of Operations and Comprehensive Loss For the three and nine months ended May 31, 2023 and 2022 (Expressed in Canadian dollars)

(Unaudited – Prepared by Management)

(Expressed in Canadian dollars) (Unaudited – Prepared byManagement)
		For the three months ended			For the nine months ended
		May 31,				May 31,
		2023		2022		2023		2022
Administrative expenses
Bad debt (recovery) (Note 13)	$	(35,000)	$	-	$	(35,000)	$	101,734
Consulting fees (Note 9)		10,000		21,040		50,190		44,694
Filing and transfer agent fees		34,225		13,050		77,007		44,725
Management fees (Note 9)		24,000		24,000		72,000		72,000
Office and miscellaneous		13,902		1,628		20,072		2,394
Property investigation cost		-		-		-		12,000
Professional fees (Note 9)		15,932		11,556		68,601		53,651
Rent (Note 9)		7,500		7,500		22,500		22,500
Share-based payments		-		-		-		18,540
Shareholder communications		5,308		67,628		87,635		149,834
Travel and promotion		-		9,420		-		9,420
Total expenses		75,867		155,822		363,005		531,492
Loss before other items		(75,867)		(155,822)		(363,005)		(531,492)
Other items
Gain (loss) on fair value of investment (Note 11)		3,040		(81,578)		(6,827)		(81,578)
Gain (loss) on settlement of debt		-		-		-		2,615
Interest income (Note 9)		-		-		3,288		-
Other income (Note 12)		55,420		17,028		109,166		40,208
Write-off of interest receivable (Note 9)		-		-		(4,890)		-
		58,460		(64,550)		100,737		(38,755)
Net loss and comprehensive loss
for theperiod	$	(17,407)	$	(220,372)	$	(262,268)	$	(570,247)
Basic and diluted loss per share	$	(0.00)	$	(0.00)	$	(0.00)	$	(0.00)
Weighted average number of common shares
outstanding		135,645,266		95,674,370		129,335,717		87,870,527

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

MARVEL DISCOVERY CORP.

Condensed Interim Consolidated Statements of Changes in Shareholders’ Equity For the nine months ended May 31, 2023 and 2022

(Expressed in Canadian dollars)

(Unaudited – Prepared by Management)

	Number of Share Share subscription Option Warrant Total Shareholders’ shares Capital advance/ receivable reserves reserves Deficit Equity Balance, August 31, 2021 79,057,772 $ 14,423,772 $ (193,750) $ 1,361,347 $ 152,962 $ (14,363,419) $ 1,380,912 Shares issued pursuant to options exercised 650,000 94,270 - (27,270) - - 67,000 Shares issued for property acquisition 5,600,000 682,000 - - - - 682,000 Private placement 10,563,756 1,287,167 - - 120,708 - 1,407,875 Share issue cost - (64,610) - - - - (64,610) Flow-through premium - (117,546) - - - - (117,546) Shares issued pursuant to warrants exercised 3,197,000 224,850 - - - - 224,850 Warrants issued to acquire exploration and evaluation assets - - - - 35,000 - 35,000 Share subscriptions received - - 3,700 - - - 3,700 Share-based payment - - - 18,540 - - 18,540 Net loss for the period - - - - - (570,247) (570,247)

	Balance,May31,2022 99,068,528 $16,529,903 $ (190,050) $1,352,617 $ 308,670 $ (14,933,666) $ 3,067,474
	Balance, August 31, 2022 102,198,528 $ 16,701,543 $ (203,550) $ 1,348,477 $ 308,670 $ (15,172,271) $ 2,982,869 Private placement 16,473,369 1,964,904 - - - - 1,964,904 Share issue cost - (201,026) - - 50,346 - (150,680) Flow-through premium - (152,834) - - - - (152,834) Shares issued for property acquisition 250,000 27,500 - - - - 27,500 Share subscription received - - 125,150 - - - 125,150 Netlossforthe period - - - - - (262,268) (262,268)
	Balance,May31,2023 118,921,897 $18,340,087 $ (78,400) $1,348,477 $ 359,016 $ (15,434,539) $ 4,534,641

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

Condensed Interim Consolidated Statements of Cash Flows For the nine months ended May 31, 2023 and 2022 (Expressed in Canadian dollars) (Unaudited – Prepared by Management)

MARVEL DISCOVERY CORP.

MARVEL DISCOVERY CORP. Condensed Interim Consolidated Statements of Cash Flows For the nine months ended May 31, 2023 and 2022 (Expressed in Canadian dollars) (Unaudited – Prepared byManagement)
		For the nine	months ended
		May 31,
		2023		2022
Operating Activities
Net loss for the period	$	(262,268)	$	(443,941)
Adjustments to reconcile loss to net cash used in operating activities:
Loss on fair value of investments		6,827		81,578
Interest income		(3,288)		-
Other income		(109,166)		(40,199)
Write-off of interest receivable		4,890		-
Share-based payment		-		18,540
Gain on settlement of debt		-		2,615
Changes in non-cash working capital items related to operations:
Amount receivable		(41,159)		41,053
Prepaid expenses and deposits		49,825		(91,961)
Due from related parties		75,824		133,348
Accounts payable and accrued liabilities		274,165		(145,133)
Cash used in operating activities		(4,350)		(570,406)
Investing Activities
Advances on exploration expenditures		6,550		-
Investments		(40,000)		-
Exploration and evaluation assets		(1,701,282)		(661,655)
Cash used in investing activities		(1,734,732)		(661,655)
Financing Activities
Issuance of common shares, net of share issue costs		1,814,223		1,625,116
Due to related party		(21,413)		-
Share subscription received		125,150		3,700
Cash provided by financing activities		1,917,960		1,628,816
Change in cash during the period		178,878		396,755
Cash, beginning of period		104,064		100,618
Cash, end of the period	$	282,942	$	497,373
Supplemental Disclosure of Cash Flow Information:
Cash paid during the period:
Interest	$	-	$	-
Income taxes	$	-	$	-
Non-cash Transactions
Accounts payable included in exploration and evaluation assets (E&EA)	$	231,533	$	-
Fair value on investment received on disposal of E&EA	$	86,131	$	-
Share issued to settle debt	$	-	$	10,000
Share issued for property	$	27,500	$	682,000
Fair value of property warrants	$	-	$	35,000
Fair value transferred from option reserve on stock options exercised	$	-	$	27,270
Fair value assigned to share purchase warrants	$	-	$	120,708
Fair value of agent’s warrants	$	50,346	$	-

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

MARVEL DISCOVERY CORP. Notes to the Condensed Interim Consolidated Financial Statements For the nine months ended May 31, 2023 and 2022 (Expressed in Canadian dollars) (Unaudited – Prepared by Management)

1. Nature and continuance of operations

Marvel Discovery Corp. (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 1903 - 808 Nelson Street, Vancouver, B.C., V6Z 2H2.

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 May 31, 2023, the Company was in the exploration stage and had interests in properties in Canada.

These condensed interim 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 May 31, 2023, the Company had a working capital deficiency of $300,482 (August 31, 2022 working capital – $328,382) and accumulated deficit of $15,434,539 (August 31, 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.

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, including, relations between NATO and Russian Federation regarding the situation in Ukraine, and potential economic global challenges such as the risk of the higher inflation and energy crises, may create further uncertainty and risk with respect to the prospects of the Company’s business.

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. These condensed interim consolidated financial statements do not include any adjustments to the amounts and classification of assets and liabilities that might be necessary should the Company be unable to continue in business.

2. Basis of preparation

Statement of compliance

These condensed interim consolidated 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 consolidated financial statements were authorized for issue by the Board of Directors on July 31, 2023.

2. Basis of preparation – (cont’d)

Basis of preparation

The condensed interim consolidated 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 condensed interim consolidated financial statements have been prepared using the accrual basis of accounting, except for cash flow information.

The condensed interim consolidated 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 condensed interim consolidated financial statements as at May 31, 2023. The accompanying unaudited condensed interim consolidated financial statements should be read in conjunction with the Company’s audited financial statements for the year ended August 31, 2022.

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.

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 condensed interim 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.

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

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 private company

When the fair values of financial assets recorded on the statement so financial position 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, judgement is required to establish fair value.

5. Amounts receivable

		May 31,	August 31,	August 31,
		2023		2022
Goods and services tax recoverable	$	104,212	$	38,053
Accounts receivable		-		25,000
Total	$	104,212	$	63,053

6. Exploration and evaluation assets

		Canada Blackfly Baie Verte Duhamel East Bull Gander Highway KeyLake SandyPond Step SlipGold Victoria Lake Other Total
	Balance, August 31, 2022 Acquisition costs: Cash Shares Staking Exploration and evaluation costs: Assays Claim fees (recovery) Drilling Geological consulting Geophysics Field costs Equipment rental Reports and admin Travel and accommodation Disposals Total expenditures for the period Balance,May31,2023	$ 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 20,000 - - - - - 50,000 - - - - 26,649 96,649 - - - - - 27,500 - - - - - - 27,500 2,712 - - - - - 3,100 - - - - - 5,812
		22,712 - - - - 27,500 53,100 - - - - 26,649 129,961
		- - 1,524 - - - - - - 1,360 - - 2,884 - (4,962) - - - - - - - - - 25,391 20,429 - - - - - - 211,591 - - - - - 211,591 - 32,723 32,014 85,588 4,218 - 77,005 1,369 - 6,296 60,232 22,191 261,405 11,825 37,000 6,000 - - 2,000 - 19,513 - 3,000 - 39,000 178,569 - 5,030 40,000 - 16,085 - 180,548 5,191 - - 85,713 - 332,568 - - 48,098 - 5,800 41,964 116,414 900 - - - - 213,175 - 906 - - 6,706 - 6,191 13,700 - - 15,000 28,588 71,091 - - - - 2,647 440 116,366 6,123 - - - - 125,576
		11,825 70,697 127,636 85,588 35,456 44,404 708,115 46,796 - 10,656 160,945 115,170 1,417,288
		- - - - - - (136,131) - - - - - (136,131)
		34,537 70,697 127,636 85,588 35,456 71,904 625,084 46,796 - 10,656 160,945 141,819 1,411,118
		$ 517,062 $ 168,427 $ 567,421 $ 196,148 $ 288,833 $ 687,719 $ 832,584 $ 189,255 $ 82,838 $ 123,071 $ 337,311 $ 196,088 $ 4,186,757

MARVEL DISCOVERY CORP.

Notes to the Condensed Interim Consolidated Financial Statements For the nine months ended May 31, 2023 and 2022 (Expressed in Canadian dollars) (Unaudited – Prepared by Management)

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

		Canada Blackfly Baie Verte Duhamel East Bull Gander Highway KeyLake SandyPond Step SlipGold 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 expenditures 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

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) and issuance of 500,000 share purchase warrants at $0.12 per share for a period of two years from acceptance (issued);
ii) Cash of $15,000 (paid) and issuance of 100,000 (issued) common shares due on or before August 21, 2021;
iii) Cash payment of $20,000 (paid) and issuance of 100,000 (issued) common shares due on or before August 21, 2022; and
iv) Cash payment of $20,000 and issuance of 200,000 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 period ended May 31, 2023, the Company staked additional claim units for a total cost of $2,712.

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).

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 consist 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.

Gander Property (Newfoundland)

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

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 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 over the 30 month period from the effective date of March 10, 2022. 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 the 4,600,000 common shares to District 1 fair valued at $552,000 and paid cash of $50,000.

Pursuant to the terms of the Highway Property agreement, the Company issued 250,000 common shares on December 21, 2022 (Note 8).

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

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).
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).
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 period ended May 31, 2023, the Company staked additional claim units for a total cost of $3,100.

On October 4, 2022, Carmanah Minerals Corp. (“Carmanah”), a company with common directors 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:

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);
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).

Issue 3,500,000 units as follows:

i) 500,000 units on effective date (received and fair valued at $86,131) (see Note 11). ii) 750,000 on the first anniversary of the effective date (October 4, 2023); 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).

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

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

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.

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.

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

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.

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.

Hope Brook Project (Newfoundland)

During the year ended August 31, 2021, the Company staked 320 claim units for a total cost of $20,800.

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

Other properties – (cont’d)

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.

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.

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 period ended May 31, 2023, the Company purchased two mineral claims from Eagle Bay Resources Corp. for total proceeds of $26,649.

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.

7. Accounts payable and accrued liabilities

		May 31,		August 31,
		2023		2022
Accounts payable	$	517,670	$	494,485
Accrued liabilities		101,703		95,512
Part XII.6 tax payable		16,510		3,254
	$	635,883	$	593,251

8. Share capital

Authorized share capital

Unlimited number of common shares without par value.

Issuances

During the nine months ended May 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 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 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. The Company also issued 1,190,000 non-flowthrough unit at a price of $0.11 per unit for total proceeds of $130,900. Each unit consists of one non-flowthrough 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 $0.18 per share for a period of two years from issuance. 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 non-flow-through common share at a price of $0.18 for a period of two years from issuance. The finders’ warrants were valued at $50,346 using volatility of 117%, interest rate of 4.03%, share price at the date of issuance of $0.09, expected life of 2 years and dividend yield of 0.00%.

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.

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 unit 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.

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.

8. Share capital – (cont’d)

Issuances – (cont’d)

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

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 unit 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 unit 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. The trading share price on the date of exercise was between $0.105 to $0.155.

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. During the period ended May 31, 2023, $87,000 has been collected.

8. Share capital – (cont’d)

Issuances – (cont’d)

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 5 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 nine months ended May 31, 2023.

The changes in options during the nine months ended May 31, 2023 and for the year ended August 31, 2022 are as follows:

	May 31, 2023 Number of options Weighted average exercise price 4,850,000 $ 0.09 - - - - (350,000) 0.10 4,500,000 $0.09	August 31, 2022
		Number of options Weighted average exercise price
Options outstanding, beginning of period Granted Exercised Expired		5,900,000 $ 0.09 300,000 0.12 (750,000) 0.10 (600,000) 0.10
Options outstandingand exercisable,end ofperiod		4,850,000 $ 0.09

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

Number of	Weighted average	Exercise
Stock Options	Contractual life	Price	Expiry Date
*1,700,000		$0.05	July 9, 2023
1,500,000		$0.10	September 11, 2023
200,000		$0.12	February 28, 2024
*1,100,000		$0.12	June 29, 2024
4,500,000	0.43years

*Subsequent to May 31, 2023, 166,667 options were exercised at $0.12 per share for total proceeds of $20,000 and 1,700,000 options expired unexercised.

8. Share capital – (cont’d)

Share Purchase Warrants

The changes in warrants during the nine months ended May 31, 2023 and for the year ended August 31, 2022 are as follows:

	May 31, 2023 Number of warrants Weighted average exercise price 11,785,770 $ 0.21 10,090,355 0.23 - - (2,850,000) 0.12 19,026,125 $ 0.23	August 31, 2022
		Number of warrants Weighted average exercise price
Balance, beginning of period 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 ofperiod		11,785,770 $ 0.21

Details of warrants outstanding as at May 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
2,448,670	0.18	December 12, 2024
7,641,685	0.25	December 12, 2024
19,026,125

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.

9. 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 nine months ended May 31, 2023 and 2022 key management compensations are as follows:

	For	the nine months ended	the nine months ended	the nine months ended
		May	31,
		2023		2022
Management consulting fees – CEO	$	72,000	$	72,000
Consulting fee – Director		26,500		18,000
Professional fees – company controlled by the former CFO		12,000		18,000
Rent–company controlled by the CEO		22,500		22,500
	$	133,000		$ 130,500

Related party balances

As at May 31, 2023, prepaid expenses includes $Nil (August 31, 2022 - $10,000) in prepaid rent to the CEO.

As at May 31, 2023, accounts payable and accrued liabilities include $25,950 (August 31, 2022 - $12,600) due to a company controlled by the CEO and a director for unpaid fees. This amount is unsecured, noninterest bearing and payable on demand.

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. As at August 31, 2022, the Company is holding the share certificate until payment is received of which $38,150 is remaining. During the period ended May 31, 2023, the amount was collected and the share certificate has been released.

Due to/from related parties

Included in due 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). On February 7, 2023, Power One repaid the $100,000 to the Company and the Company agreed to waive the interest. Accordingly, the Company recorded a write-off of interest receivable of $4,890 to the condensed interim consolidated statements of operations and comprehensive loss as at May 31, 2023.

9. Related party transactions – (cont’d)

Due to/from related parties – (cont’d)

b) During the period ended May 31, 2023, the Company paid an additional $13,726 (August 31, 2022 - $13,276) in expenses on behalf of District 1. As at May 31, 2023, District 1 owes the Company $27,453. The balance is unsecured, non-interest bearing and due on demand.
c) On May 31, 2022, the Company entered into a mineral property purchase agreement with Power One Resources Corp. (“Power One”) whereby the Company acquire 100% interest in 209 mineral claims located in the Province of Ontario. As consideration, the Company paid cash of $10,450. On November 29, 2022, the Company entered into a debt settlement subscription agreement with Power One whereby Power One agreed to accept 95,000 units of Marvel in full satisfaction of the $10,450 balance owing from Marvel at year-end. On December 12, 2022, the units were issued as part of the non-flow-through unit private placement (Note 8).

Included in due from related parties at May 31, 2023 is $490 (August 31, 2022 - $10,450) due from Power One for expense reimbursement. The amount is unsecured, non-interest bearing and has no fixed terms of repayment.

Included in due to related party is as follows:

a) On May 31, 2023, the Company owes $3,587 (August 31, 2022 - $25,000) to Falcon Gold Corp, a company related by common directors. The balance owing is unsecured, non-interest bearing and payable on demand.

10. 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 amount receivable exposure, and its various refundable credits are due from the Canadian government. The Company is exposed to credit risk with respect to amount due from related party, and the maximum exposure is its carrying amount on the statement of financial position.

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.

10. Financial risk management – (cont’d)

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 May 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 quarter.

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.

10. Financial risk management – (cont’d)

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

May 31, 2023	Level 1	Level 2	Level 3
	$	$	$
Cash	282,942	-	-
Investments	81,667	537,637	-

August 31, 2022	Level 1	Level 2	Level 3
	$	$	$
Cash	104,064	-	-
Investments	-	500,000	-

Management believes that the recorded values of all cash, accounts receivable, 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.

11. Investments

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. The fair value of investments in private company is referenced to the most recent equity financing completed. 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.

			Fair Value at			Fair Value at
	Number of	Investment	May 31,	Number of	Investment	August 30,
Investment	share held	Cost	2023	share held	Cost	2022
	#	$	$	#	$	$
Public Company
Carmanah Minerals Corp	1,166,667	90,000	81,667	-	-	-
Carmanah – Warrants	1,166,667	-	37,637	-	-	-
Private Company
PowerOneResources Corp	5,000,000	581,578	500,000	5,000,000	581,578	500,000
Total	7,333,334	671,578	619,304	5,500,000	581,578	500,000

11. 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 $38,221 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%.

During the period ended May 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. On the date of issuance, the Carmanah warrants were valued at $28,277 using volatility of 100%, interest rate of 3.62%, share price at the date of issuance of $0.09, expected life of 2 years and dividend yield of 0.00%.

During the nine months ended May 31, 2023, the Company recognized a loss on fair value of investment of $6,827.

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 May 31, 2023 and August 31, 2022, the Company has accounted for the investment at fair value based on Power One’s most received private placement at $0.10 per share.

12. Income taxes

Flow-through

Flow-through common shares require the Company to spend an amount equivalent to the proceeds of the issued flow-through common shares on Canadian qualifying exploration expenditures within 24 month period. The Company may be required to indemnify the holders of such shares for any tax and other costs payable by them in the event the Company has not made the required exploration expenditures.

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. As at August 31, 2022, a flow-through premium of $117,546 was recognized initially and $65,276 was recognized as other income.

During the period ended May 31, 2023, the Company received $1,834,004 from the issuance of flowthrough shares. These amounts will not be available to the Company for future deduction from taxable income. As at May 31, 2023, a flow-through premium of $152,834 was recognized initially.

During the period ended May 31, 2023, the Company recognized $109,166 as other income and a flowthrough premium of $95,397 remaining. As at May 31, 2023, the Company has remaining $995,608 (August 31, 2022 - $384,373) in exploration expenditures to incur.

13. Subsequent Event

Subsequent to May 31, 2023:

An amount of $105,000 was paid in error during fiscal 2022 and recovery of the amount was uncertain resulting in the amount being recorded as a bad debt expense. Upon further review and discussion, the Company has arranged for the recovery of the $105,000. On April 17, 2023, an amount of $35,000 was received and the balance of $70,000 was received on June 5, 2023.

On June 8, 2023, Carmanah, a company with common directors and CFO, entered into an option agreement with the Company to earn-in a 100% interest to the Baie Vertie claims. Upon completion of the earn-in, Carmanah will own 100% interest in the project. As consideration, Carmanah agreed to pay an aggregate cash of $93,000, issue 3,000,000 common shares and 3,000,000 warrants of Carmanah upon acceptance of the transaction by the TSX Venture Exchange. Each warrant is exercisable into one common share at a price of $0.10 per common share for a period of three years from the date of issuance. Carmanah will pay a 2.5% NSR to the Company upon commencement of commercial production. Carmanah will have the right to purchase from the Company a 1% NSR, at any time, at a cost of $1,000,000.

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Marvel Discovery Corp. — Interim / Quarterly Report 2023

43348_rns_2023-07-31_8e65f9fb-5740-4ba1-b9c7-b830b6e6cb53.pdf

NOTICE OF NO AUDITOR REVIEW OF THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

MARVEL DISCOVERY CORP.

MARVEL DISCOVERY CORP.

(Unaudited – Prepared by Management)

MARVEL DISCOVERY CORP.

1. Nature and continuance of operations

2. Basis of preparation

Statement of compliance

2. Basis of preparation – (cont’d)

Basis of preparation

3. Significant accounting policies

Recent accounting pronouncements and changes in accounting policies

4. Critical accounting estimates, assumptions and judgments

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

Title to mineral property interests

Impairment of Mineral Properties

Investment in private company

5. Amounts receivable

6. Exploration and evaluation assets

MARVEL DISCOVERY CORP.

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

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

Blackfly Property (Ontario)

Baie Verte Line Property (Newfoundland)

Duhamel Property (Quebec)

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

East Bull Property (Ontario)

Gander Property (Newfoundland)

Highway Property (Saskatchewan)

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

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

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

Sandy Pond Property (Newfoundland)

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

Slip Gold Property (Newfoundland)

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

Victoria Lake Gold Property and Extension (Newfoundland)

Other properties

BVBL Extension Property (Newfoundland)

Elliot Lake Property (Ontario)

Hope Brook Project (Newfoundland)

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

Serpent River Project (Ontario)

Wicheeda North Property (British Columbia)

Camping Lake Property (Ontario)

7. Accounts payable and accrued liabilities

8. Share capital

Authorized share capital

Issuances

8. Share capital – (cont’d)

Stock options

8. Share capital – (cont’d)

Share Purchase Warrants

Reserves

9. Related party transactions

Key management personnel compensation

Related party balances

Due to/from related parties

9. Related party transactions – (cont’d)

10. Financial risk management

Currency Risk

Interest Rate Risk

10. Financial risk management – (cont’d)

Liquidity Risk

Capital Management

Fair Value

10. Financial risk management – (cont’d)

11. Investments

11. Investments – (cont’d)

Carmanah Minerals Corp

Power One Resources Corp

12. Income taxes

13. Subsequent Event

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Marvel Discovery Corp. Interim / Quarterly Report 2023