Marvel Discovery Corp.

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Condensed Interim Consolidated Financial Statements For the three months ended November 30, 2023 and 2022 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 three months ended November 30, 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 November 30, 2023 and August 31, 2023 (Expressed in Canadian dollars) (Unaudited – Prepared by Management)

MARVEL DISCOVERY CORP. Condensed Interim Consolidated Statements of Financial Position As at November 30, 2023 and August 31, 2023 (Expressed in Canadian dollars) (Unaudited – Prepared byManagement)
		November 30,		August 31,
		2023		2023
ASSETS
Current
Cash	$	654,329	$	395,664
Amount receivable (Note 5)		158,495		141,406
Due from related parties (Note 10)		99,071		34,254
Loan receivable (Note 10)		19,700		-
Prepaid expenses and deposits (Note 10)		141,704		25,377
		1,096,799		596,701
Advances on exploration		4,403		29,403
Investments (Note 11)		661,106		617,374
Explorationand evaluationassets (Note 6)		4,013,532		3,940,920
	$	5,741,340	$	5,184,398
LIABILITIES
Current
Accounts payable and accrued liabilities (Notes 7 and 10)	$	780,994	$	650,615
Due to related parties (Note 10)		3,587		3,587
Flow-through premium (Note 13)		173,669		128,272
		968,250		782,474
SHAREHOLDERS’ EQUITY
Share capital (Note 9)		19,216,107		18,668,438
Share subscription receivable (Notes 9 and 10)		(78,400)		(78,400)
Reserves (Note 9)		1,788,903		1,712,822
Deficit		(16,153,520)		(15,900,936)
		4,773,090		4,401,924
	$	5,741,340	$	5,184,398

Nature and continuance of operations (Note 1) Commitments (Note 6) Subsequent events (Note 14)

Approved and authorized for issuance on behalf of the Board of Directors on January 29, 2024:

/s/ Karim Rayani /s/ Fraser Rieche

Karim Rayani

Fraser Rieche

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 months ended November 30, 2023 and 2022 (Expressed in Canadian dollars)

(Unaudited – Prepared by Management)

For the three months ended November 30, 2023 and 2022 (Expressed in Canadian dollars) (Unaudited – Prepared byManagement)
		For the three	months ended
		November 30,
		2023		2022
Administrative expenses
Bank and interest charges	$	779	$	107
Consulting fees (Note 10)		48,196		48,582
Filing and transfer agent fees		6,817		7,473
Interest expense		-		544
Management fees (Note 10)		26,000		24,000
Office and miscellaneous		3,056		859
Part X!!.6 tax		14,963		-
Professional fees (Note 10)		15,476		9,416
Rent (Note 10)		7,500		7,500
Share-based compensation		74,250		-
Shareholder communications		46,054		21,687
Travel and promotion		909		-
Total expenses		244,000		120,168
Loss before other items		(244,000)		(120,168)
Other items
Gain on fair value of investment (Note 12)		(23,187)		4,500
Interest income		-		1,870
Other income (Note 13)		14,603		30,944
Totalother income		(8,584)		37,404
Net loss and comprehensive loss for the period	$	(252,584)	$	(82,764)
Basic and diluted loss per share	$	(0.00)	$	(0.00)
Weighted average number of common shares outstanding		125,883,069		102,198,528

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 three months ended November 30, 2023 and 2022

(Expressed in Canadian dollars)

(Unaudited – Prepared by Management)

				Share							Total
	Number of	Share	subscription		Option	Warrant				Shareholders’
	shares	Capital	advance/		reserves	reserves			Deficit		Equity
			receivable
Balance, August 31, 2022	102,198,528	$ 16,701,543	$	(203,550)	$ 1,348,477	$	308,670	$	(15,172,271)	$	2,982,869
Net loss for the period	-	-		-	-		-		(82,764)		(82,764)
Balance,November 30,2022	102,198,528	$16,701,543	$	(203,550)	$1,348,477	$	308,670	$	(15,255,035)	$	2,900,105
Balance, August 31, 2023	124,838,564	$ 18,668,438	$	(78,400)	$ 1,327,393	$	385,429	$	(15,900,936)	$	4,401,924
Shares issued pursuant to options	100,000	7,970		-	(2,970)		-		-		5,000
exercised
Private placement	13,250,000	650,000		-	-		-		-		650,000
Flow-through premium	-	(60,000)		-	-		-		-		(60,000)
Share issue cost	-	(50,301)		-	-		4,801		-		(45,500)
Share based compensation	-	-		-	74,250		-		-		74,250
Net loss for the period	-	-		-	-		-		(252,584)		(252,584)
Balance,November 30,2023	138,188,564	$19,216,107	$	(78,400)	$1,398,673	$	390,230	$	(16,153,520)	$	4,773,090

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

MARVEL DISCOVERY CORP.

Condensed Interim Consolidated Statements of Cash Flows For the three months ended November 30, 2023 and 2022 (Expressed in Canadian dollars)

– (Unaudited Prepared by Management)

Operating Activities
Net loss for the period	$	(252,584)	$	(82,764)
Adjustments to reconcile loss to net cash used in operating activities:
Loss (gain) on fair value of investment		23,187		(4,590)
Other income		(14,603)		(30,944)
Interest income		-		(1,870)
Share-based payments		74,250		-
Changes in non-cash working capital items related to operations:
Amount receivable		(17,089)		(25,079)
Prepaid expenses and deposits		(116,327)		81,887
Accounts payable and accrued liabilities		140,379		129,541
Cash provided by (used in) operating activities		(162,787)		66,181
Investing Activities
Due from related parties		-		(13,727)
Loan receivable		(19,700)		-
Exploration and evaluation assets, net of recovery		(114,532)		(152,823)
Advances to related parties		(53,817)		-
Cash used in investing activities		(188,049)		(166,550)
Financing Activities
Issuance of common shares, net of share issue costs		609,500		-
Cash provided by financing activities		-		-
Change in cash during the period		258,665		(100,369)
Cash, beginning of period		395,664		104,064
Cash, end of the period	$	654,329	$	3,695
Supplemental Disclosure of Cash Flow Information:
Cash paid during the period:
Interest	$	-	$	-
Income taxes	$	-	$	-
Non-cash Transactions
Fair value on investment received on disposal of exploration and	$	66,920	$	86,131
evaluation assets
Fair value of property warrants	$	-	$	-
Fair value transferred from option reserve on stock options exercised	$	2,970	$	-

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 three months ended November 30, 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 1100 – 1111 Melville Street, Vancouver, B.C., V6E 3V6.

The Company is in the business of exploring its mineral exploration assets and has not yet determined whether these properties contain ore reserves that are economically recoverable. At November 30, 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 November 30, 2023, the Company had working capital of $128,549 (August 31, 2023 –working capital deficiency $185,773) and accumulated deficit of $16,153,520 (August 31, 2023 - $15,900,936). 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 (Note 15).

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, the outbreaks of the coronavirus (COVID-19) pandemic, 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 January 29, 2024.

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 November 30, 2023. The accompanying unaudited condensed interim consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements for the year ended August 31, 2023.

Recent accounting pronouncements and changes in accounting policies

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

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

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

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

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

The IASB also amended IFRS Practice Statement 2 to include guidance and examples on applying materiality to accounting policy disclosures. These amendments are effective for reporting periods beginning on or after January 1, 2023, and the Company evaluated the impact of the amendments on its financial statements and determined that the amendments had no material impact on the Company’s financial statements.

4. Critical accounting estimates, assumptions and judgments

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

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

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

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.

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

	November 30,	November 30,	August 31,	August 31,
		2023		2023
Goods and services tax recoverable	$	133,836	$	116,747
Accounts receivable		24,659		24,659
Total	$	158,495	$	141,406

MARVEL DISCOVERY CORP.

Notes to the Condensed Interim Consolidated Financial Statements For the three months ended November 30, 2023 and 2022 (Expressed in Canadian dollars) (Unaudited – Prepared by Management)

6. Exploration and evaluation assets

	Blackfly Baie Verte Duhamel	East Bull Gander Highway Key Lake Sandy Pond Step Slip Gold	Victoria Lake Other Total
Balance, August 31, 2022 Acquisition costs: Staking Cash Shares Exploration and evaluation costs: Assays Claim fees (recovery) Drilling Geological consulting Geophysics Field cost Equipment rental Reports and admin Travel and accommodations Miscellaneous Recovery Impairment Total increase (decrease) for the year Balance,August 31,2023	$482,525 $97,730 $439,785 2,712 - - 40,000 - - 7,000 - -	$110,560 $253,377 $615,815 $207,500 $142,459 $82,838 $112,415 - - - 3,100 - - - - - - 50,000 - - - - - 27,500 - - - -	$176,366 $54,269 $2,775,639 - - 5,812 - 26,649 116,649 - - 34,500 - 26,649 156,961
	49,712 - -	- - 27,500 53,100 - - -
	- - 1,524 - -4,962 - - - - - 16,410 51,741 11,825 37,000 6,000 - 5,030 40,000 - - 48,098 - 17,219 - - - - - - -	- - - - - - - - - - - - - - - - 87,378 124,213 - - - 85,588 21,678 10,750 77,005 1,369 - 3,396 - - 2,000 - 19,513 - 3,000 - 27,918 - 113,427 5,191 - 1,360 - 5,800 66,423 110,872 900 - - - 10,406 69,765 11,696 13,700 - 2,900 - 2,647 43,254 73,552 6,123 - - - - - 700 - - -	2,751 - 4,275 - 25,391 20,429 - - 211,591 64,158 22,391 354,486 - 59,000 138,338 85,263 - 278,189 - - 232,093 21,400 41,988 189,074 - - 125,576 850 - 1,550 174,422 148,770 1,555,601
	11,825 70,697 147,363	85,588 68,449 279,570 511,465 46,796 - 10,656
	- - - - - - 61,537 70,697 147,363	- - - (136,131) - - - - (194,140) - - - (82,838) (123,071) 85,588 (125,691) 307,070 428,434 46,796 (82,838) (112,415)	- - (136,131) - (11,101) (411,150) 174,422 164,318 1,165,281
	$544,062 $168,427 $587,148	$196,148 $127,686 $922,885 $635,934 $189,255 $- $-	$350,788 $218,587 $3,940,920

MARVEL DISCOVERY CORP.

Notes to the Condensed Interim Consolidated Financial Statements For the three months ended November 30, 2023 and 2022 (Expressed in Canadian dollars) (Unaudited – Prepared by Management)

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

	Blackfly Baie Verte Duhamel	East Bull Gander Highway Key Lake Sandy Pond Step Slip Gold	Victoria Lake Other Total
Balance, August 31, 2023 Acquisition costs: Staking Cash Exploration and evaluation costs: Assays Geological consulting Geophysics Field Costs Reports and admin Miscellaneous Recovery Total expenditures for the period Balance, November 30, 2023	$544,062 $168,427 $587,148 - - - - - -	$196,148 $127,686 $922,885 $635,934 $189,255 $ - $ - - - - $22,500 - - - - - - - - - -	$350,788 $218,587 $3,940,920 - $22,500 - $10,000 $10,000
	- - -	- - - $22,500 - - -	- $10,000 $32,500
	- - - - $6,640 $22,500 - - - - $7,269 - - - - - - -	- $4,950 - - - - - $4,393 $10,250 - $100 - $7,880 - - - - - - - - $1,573 $5,682 - - - $4,645 - - $4,000 - - - $0 - - - - $400 $400 -	- - $4,950 $550 $15,100 $67,413 - $38,900 $38,900 - - $19,169 $12,000 - $16,000 $400 $22,400 $23,600
	- $13,909 $22,500	$5,966 $24,882 - $100 $400 $12,925 -	$12,950 $76,400 $170,032
	- - $13,909 $22,500	(129,920) $5,966 $24,882 - (107,320) $400 $12,925 $ -	(129,920) $12,950 $86,400 $72,612
	$544,062 $182,336 $609,648	$202,114 $152,568 $922,885 $528,614 $189,655 $12,925 $ -	$363,738 $304,987 $4,013,532

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 (remaining balance of $8,625 paid subsequently) 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 year ended August 31, 2023, the Company staked additional claim units for a total cost of $2,712 (2022 - $nil).

Baie Verte Line Property (Newfoundland)

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

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

Duhamel Property (Quebec)

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

i. Payment of $10,000 upon signing of the agreement (paid);
ii. Issuance of an aggregate of 1,000,000 common shares of the Company (issued at a value of $55,000);
iii. Payment of an additional $50,000, or at the discretion of the Company, additional shares at 12 months from Exchange approval (issued 1,000,000 shares at a value of $60,000);
iv. Payment of an additional $50,000, or at the discretion of the Company, additional shares at 24 months from Exchange approval (issued 1,000,000 shares at a value of $35,000);
v. Incurring or funding $150,000 in exploration expenditures on the Duhamel Property:
(i) $25,000 on or before 12 months from Exchange approval (incurred);
(ii) An additional $50,000 on or before 24 months from Exchange approval (incurred); and
(iii) An additional $75,000 on or before 36 months from Exchange approval (incurred).

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.

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

Gander Property (Newfoundland)

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

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

Highway Property (Saskatchewan)

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

Cash payments of $115,000 as follows:

i. $25,000 on or before December 21, 2023 (paid subsequent to year end); and
ii. $90,000 30-months from the Effective Date (September 10, 2024).
Incur $650,000 in Exploration Expenditures as follows:

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

Highway Property (Saskatchewan) – (cont’d)

i. $150,000 on or before December 21, 2023 (incurred); and
ii. $500,000 30-months from the Effective Date (September 10, 2024).

Issue 1,250,000 shares as follows:

i. 250,000 shares 5 business days from the Effective Date (issued December 21, 2022 with a value of $27,500 (Note 9));
ii. 500,000 shares on or before December 21, 2023 (issued December 15, 2023 with a value of $17,500 (Note 15)); and
iii. 500,000 shares 30-months from the Effective Date (September 10, 2024).

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

Key Lake Properties (Saskatchewan)

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

Cash payments of $550,000 as follows:

i) $15,000 on signing (paid).
ii) $35,000 within 90 days of the signing (paid).
iii) $50,000 on the first anniversary on signing (March 10, 2023).
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).
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 year ended August 31, 2023, the Company staked additional claim units for a total cost of $3,100 (2022 - $nil).

On October 4, 2022, Carmanah Minerals Corp. (“Carmanah”) 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:

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

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

Cash payment of $400,000 as follows:

i) $10,000 on effective date (October 4, 2022) (received).
ii) $40,000 within 90 days of the effective date; (received)
iii) $75,000 on the first anniversary of the effective date (October 4, 2023; ($63,000 received)
iv) $75,000 on the second anniversary of the effective date (October 4, 2024);
v) $100,000 on the third anniversary of the effective date (October 4, 2025); and
vi) $100,000 on the fourth anniversary of the effective date (October 4, 2026).
The Company and Carmanah agreed to defer the remaining $12,000 cash payment to March 31, 2024.

Issue 3,500,000 units as follows:

i) 500,000 units on effective date (received and fair valued at $36,131).
ii) 750,000 on the first anniversary of the effective date (October 4, 2023); received Nov 15, 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).

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.

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

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

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

Slip Gold Property (Newfoundland)

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

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

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.

During the year ended August 31, 2023, the Company entered into an option agreement, with respect to the claims under the Baie Verte Line Property and claims under the BVBL Extension Property described above, with Carmanah whereby the Company will receive cash payments of $93,000 over a four-year period and receive 3,000,000 common shares and 3,000,000 common share purchase warrants of

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

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

Carmanah with each share purchase warrant exercisable for one common share at $0.10 per share for a period of three years from the date of issue upon TSX Venture Exchange approval (pending). In addition, the Company will retain a 2.5% NSR of which Carmanah may purchase 1% for $1,000,000 at any time. The transaction is subject to approval by the TSX Venture Exchange as the Company and Carmanah are related parties as a result of common officers and directors.

Elliot Lake Property (Ontario)

On May 31, 2022, the Company entered into a mineral property purchase agreement with Power One Resources Corp. (the “Power One”), a company related by common directors, whereby the Company acquired 100% interest in 209 mineral claims located in the Ontario. As consideration, the Company agreed to pay cash of $10,450.

Hope Brook Project (Newfoundland)

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

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

Wicheeda North Property (British Columbia)

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

i. Payment of a total of $50,000 as follows:
a. $25,000 upon Exchange approval of the agreement (paid);
b. $25,000 within one year of signing the agreement (paid).
ii. Issuance of an aggregate of 1,000,000 units of the Company (issued at a value of $73,356). Each unit consists of one common share and one transferable share purchase warrant entitling the holder to acquire one common share at a price of $0.10 until May 29, 2021. The shares were valued at $50,000 and the warrants were valued at $23,356 using volatility of 119.90%, interest rate of 1.53% and dividend yield of 0.00%;
iii. Payment of 2% NSR. The Company may acquire one-half of the NSR for $1 million within five years of the Agreement Date.

On May 13, 2021, the Wicheeda North Property was included in the spin-out assets to Power One. As at August 31, 2021, the Company still retained four claim blocks in the Wicheeda North at a nominal amount.

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

==> picture [472 x 59] intentionally omitted <==

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

Other properties – (cont’d)

Costigan Lake Property (Saskatchewan)

On October 9, 2023, the Company entered into an option agreement to earn a 100% interest in the Costigan Lake mineral claims which are located in Saskatchewan. Terms of the agreement are as follows:

Cash payments of $1,000,000 as follows:

i) $10,000 on signing (paid).
ii) $15,000 on or before March 15, 2024.
iii) $50,000 on the first anniversary on signing (October 9, 2024).
iv) $125,000 on the second anniversary on signing (October 9, 2025).
v) $150,000 on the third anniversary on signing (October 9, 2026).
vi) $150,000 on the fourth anniversary on signing (October 9, 2027).
vii) $500,00 on the fifth anniversary on signing (October 9, 2028).

Incur $2,000,000 in Exploration Expenditures as follows:

i) $100,000 on or before the first anniversary of the effective date (October 9, 2024);
ii) an additional $1,900,000 on or before the fifth anniversary of the effective date (October 9, 2028);

The Company will pay a 1% NSR to the vendor upon commencement of commercial production. Marvel will have the right to purchase the 1% NSR at any time for $1,500,000.

7. Accounts payable and accrued liabilities

	November 30,	November 30,		August 31,
		2023		2023
Accounts payable	$	654,437	$	528,203
Accrued liabilities		88,824		86,643
Part XII.6 tax payable		47,733		32,769
	$	790,994	$	650,615

8. Contingency

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

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

9. Share capital

Authorized share capital

Unlimited number of common shares without par value.

Issuances

During the three months ended November 30, 2023

On November 7, 2023, the Company issued 100,000 shares for proceeds of $5,000 on the exercise of options.

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

During the year ended August 31, 2023:

On December 12, 2022, the Company issued 15,283,369 flow-through units at a price of $0.12 per unit for total proceeds of $1,834,004. Each unit consists of one flow-through common share and one-half of one common share purchase warrant, with each whole warrant entitling the holder to subscribe for one non-flow-through common share at a price of $0.25 per share for a period of two years from issuance. The Company recognized a flow-through premium of $152,834 and no value has been assigned to the warrants. The Company also issued 1,095,000 non-flow-through units at a price of $0.11 per unit for total proceeds of $120,450. Each unit consists of one non-flow-through common share and one common share purchase warrant, with each warrant entitling the holder to subscribe for one non-flow through common share at a price of $0.18 per share for a period of two years from issuance. No value has been assigned to the warrants. In connection with the private placements, the Company paid cash finders’ fees of $150,680 and issued 1,258,670 finders’ warrants. Each finders’ warrants entitles the holder thereof to purchase one 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 $69,874 using volatility of 117%, interest rate of 4.03%, share price at the date of issuance of $0.11, expected life of 2 years and dividend yield of 0.00%. Expected volatility was determined based on the historical stock price.

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

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

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

9. Share capital – (cont’d)

Issuances – (cont’d)

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

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

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

Stock options

The Company has an omnibus security-based compensation plan (“Plan”) in accordance with the policies of the TSX Venture Exchange (the “Exchange”). The plan includes authorization to grant options to directors, officers, employees and consultants to purchase shares of the Company, and to grant restricted share units and deferred share units to officers, directors, employees and consultants to acquire shares of the Company or to be settled in cash. The stock option component of the plan is a rolling plan and the maximum number of authorized but unissued shares available to be granted shall not exceed 10% of its issued and outstanding shares. Each stock option granted is for a term not exceeding five years unless otherwise specified. Outstanding options vest immediately at date of grant. Options granted to investor relations personnel vest in accordance with Exchange regulations. The fixed security based compensation component of the plan is limited to 12,483,856 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.

9. Share capital – (cont’d)

Stock options – (cont’d)

The changes in options during the three months ended November 30, 2023 and for the year ended August 31, 2023 are as follows:

	November 30, 2023 Number of options Weighted average exercise price 2,433,333 $ 0.11 2,500,000 0.05 (100,000) 0.05 (1,350,000) 0.10 3,483,333 $0.09	August 31, 2023
		Number of options Weighted average exercise price
Options outstanding, beginning of period Granted Exercised Expired		4,850,000 $ 0.09 - - (166,667) 0.12 (2,250,000) 0.06
Options outstandingand exercisable,end ofperiod		2,433,333 $ 0.11

Details of options outstanding and exercisable as at November 30, 2023 are as follows:

Number of	Weighted average	Exercise
Stock Options	Contractual life	Price	Expiry Date
200,000		$0.12	February 28, 2024
883,333		$0.12	June 29, 2024
2,400,000		$0.05	September 1, 2028
3,483,333	0.88years

Share Purchase Warrants

The changes in warrants during the three months ended November 30, 2023 and for the year ended August 31, 2023 are as follows:

	November 30, 2023 Number of warrants Weighted average exercise price 24,014,625 $ 0.21 7,250,000 0.10 - - (500,000) 0.25 30,764,825 $ 0.22	August 31, 2023
		Number of warrants Weighted average exercise price
Balance, beginning of period Issued Exercised Expired		11,785,770 $ 0.21 13,878,855 0.21 - - (1,650,000) 0.13
Balance,end ofperiod		24,014,625 $ 0.21

9. Share capital – (cont’d)

Share Purchase Warrants – (cont’d)

Details of warrants outstanding as at November 30, 2022 are as follows:

Number of	Exercise price	Date of expiry
warrants	$
*1,200,000	0.20	May 31, 2025
**2,692,693	0.20	December 3, 2025
**1,808,522	0.15	December 3, 2025
**853,261	0.15	December 16, 2025
735,294	0.30	April 29, 2024
346,000	0.25	April 29, 2024
2,000,000	0.15	June 28, 2024
7,641,885	0.25	December 12, 2024
1,190,000	0.18	December 12, 2024
1,258,670	0.18	December 12, 2024
2,150,000	0.15	July 17, 2025
1,250,000	0.10	July 17, 2025
388,500	0.15	July 17, 2025
6,000,000	0.10	November 23, 2025
1,250,000	0.075	November 23, 2025
30,764,825

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

** During the period ended November 30, 2023, the Company amended the exercise price of 2,692,693 warrants from $0.25 to a new exercise price of $0.20 per warrant, amended the exercise price of 2,661,783 warrants from $0.20 to a new exercise price of $0.15 per warrant, and extended the expiry date of all 5,354,476 warrants to 24 months following their original expiry date.

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.

10. Related party transactions

Key management personnel compensation

The Company’s related parties include key management personnel, which includes Officers and Directors of the Company, and companies related by way of directors or shareholders in common. During the three months ended November 30, 2023 and 2022 key management compensations are as follows:

	For	the three months ended	the three months ended	the three months ended
		November 30,
		2023		2022
Management consulting fees – CEO	$	26,000	$	24,000
Consulting fee – Directors		14,000		8,500
Professional fees – to a company controlled by the
former CFO		-		6,000
Professional fees-to a company controlled by the
current CFO		4,000		-
	$	44,000	$	38,500

Related party balances

As at November 30, 2023, prepaid expenses includes $93,000 (August 31, 2023 - $nil) in prepaid expenses to the CEO. During the period ended November 30, 2023, the Company paid $7,500 (2022 - $7,500) in rent to the CEO.

As at November 30, 2023, accounts payable and accrued liabilities include $2,060 (August 31, 2023 - $nil) due to a company controlled by the CEO and CFO for unpaid fees. This amount is unsecured, noninterest bearing and payable on demand.

As at November 30, 2023, accounts payable and accrued liabilities include $10,000 (August 31, 2023 - $Nil) due to current directors for consulting services. This amount is unsecured, non-interest bearing and payable on demand.

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). As at August 31, 2022, the Company recorded interest of $1,603 on the loan. During the year ended August 31, 2023, the loan was repaid in full and interest receivable of $4,890 was forgiven.
b) During the period ended November 30, 2022, the Company paid an additional $13,726 (August 31, 2022 - $13,276) in expenses on behalf of District 1. As at November 30, 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. (the “Power One”) whereby the Company acquire 100% interest in 209 mineral claims located in the Ontario. As consideration, the Company agreed to pay cash of $10,450 (August 31, 2022 - $10,450), which remains outstanding at November 30, 2022.

10. Related party transactions

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

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 13).

d) During the year ended August 31, 2023, the Company paid $21,413 (2022 – received $25,000) to Falcon Gold Corp (“Falcon”), a company related by common directors. The balance owing of $3,587 (2022 - $25,000) is unsecured, non-interest bearing and payable on demand.
e) During the period ended November 30, 2023, the Company advanced $60,128 to a company controlled by the CEO. The balance of $60,128 remains outstanding at November 30, 2023, is unsecured, non-interest bearing, and due on demand.
f) During the period ended November 30, 2023, the Company entered into an agreement to loan $19,700 to a company controlled by the CEO. The loan is non-interest bearing, unsecured, and matures on August 31, 2024.

11. Financial risk management

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

Credit Risk

The Company is exposed to credit risk by holding cash. Holding the cash in large Canadian financial institutions minimizes this risk. The Company has minimal 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.

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.

11. Financial risk management – (cont’d)

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 November 30, 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.

11. Financial risk management – (cont’d)

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

November 30, 2023	Level 1	Level 2	Level 3
	$	$	$
Cash	654,329	-	-
Investments	105,417	-	555,690

August 31, 2023	Level 1	Level 2	Level 3
	$	$	$
Cash	395,664	-	-
Investments	81,667	-	535,707

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.

12. 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.

Investment Number of units held	Investment Cost Fair Value at November 30, 2023 Number of units held Investment Cost	Fair Value at August 31, 2023
# Public Company Carmanah Minerals Corp 1,916,667 Carmanah – Warrants 1,916,667 Private Company PowerOneResources Corp 5,000,000	$ $ # $ 135,000 105,417 1,16,6676 90,000 58,051 55,690 1,166,667 36,131 581,578 500,000 5,000,000 581,578	$ 81,667 35,507 500,000
Total 8,833,334	774,629 661,107 7,333,334 707,709	617,374

12. Investments – (cont’d)

Carmanah Minerals Corp

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

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

On November 15, 2023, the Company received 750,000 units of Carmanah pursuant to the property option agreement. 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 $0.075 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 $0.06 per share for a value of $45,000 and the warrants were valued at $21,250 using volatility of 224%, interest rate of 3.60%, share price at the date of issuance of $0.10, expected life of 5 years and dividend yield of 0.00%. Expected volatility was determined using entities of similar size and industry.

During the period ended November 30, 2023, the Company recognized a loss on fair value of investment of $ 23,187.

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

Power One Resources Corp

On May 13, 2021, the Company completed the plan of arrangement (the “Arrangement”) whereby the Company spun out its Serpent River and Wicheeda North property assets and liabilities (the “Spin-Out”) in order to create a new exploration company, Power One, by way of plan of arrangement under the Business Corporations Act (British Columbia). In consideration for the transferred assets and liabilities, the Company received 5,000,000 common shares of Power One fair valued at $581,578. As at November 30, 2023 and August 31, 2023, the Company has accounted for the investment at fair value based on Power One’s most received private placement at $0.10 per share.

During the period ended November 30, 2023, the Company recognized a loss on fair value of investment of $nil.

13. 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.

13. Income taxes – (cont’d)

Flow-through – (cont’d)

During the period ended November 30, 2023, the Company received $600,000 from the issuance of flowthrough shares. These amounts will not be available to the Company for future deduction from taxable income. A flow-through premium of $60,000 was recognized initially and $nil was recognized as other income during the period ended November 30, 2023. As at November 30, 2023, the Company has approximately $600,000 in exploration expenditures to incur.

During the year ended August 31, 2023, the Company received $2,135,004 from the issuance of flowthrough shares. These amounts will not be available to the Company for future deduction from taxable income. A flow-through premium of $195,834 was recognized initially and $94,964 was recognized as other income during the year ended August 31, 2023. As at November 30, 2023, the Company has approximately $965,000 in exploration expenditures to incur.

During the year ended August 31, 2022, the Company received $950,100 from the issuance of flowthrough shares. These amounts will not be available to the Company for future deduction from taxable income. A flow-through premium of $117,546 was recognized initially and $24,868 (2022 - $65,276) was recognized as other income during the year ended August 31, 2023. As at August 31, 2023, the Company has approximately $161,000 (2022 - $384,373) remaining in exploration expenditures to incur.

14. Subsequent Events

Subsequent to November 30, 2023

In December 2023, the Company issued 500,000 shares valued at $17,500 and paid $25,000 in accordance with the Highway option agreement.

On January 17, 2024, the Company granted 4,000,000 stock options to directors and officers The stock options vested at date of grant, are exercisable at $0.05 per share, and have a term of five years from the date of grant. In addition, the Company granted 1,000,000 restricted share units (RSU). The RSUs vest 50% on January 17, 2025, 25% on January 17, 2026, and 25% on January 17, 2027

AI assistant

Marvel Discovery Corp. — Interim / Quarterly Report 2024

43348_rns_2024-01-29_96f9328c-6cce-47c1-a370-b9677895c2d2.pdf

NOTICE OF NO AUDITOR REVIEW OF THE CONDENSED INTERIM FINANCIAL STATEMENTS

MARVEL DISCOVERY CORP. Condensed Interim Consolidated Statements of Financial Position As at November 30, 2023 and August 31, 2023 (Expressed in Canadian dollars) (Unaudited – Prepared by Management)

MARVEL DISCOVERY CORP.

(Unaudited – Prepared by Management)

MARVEL DISCOVERY CORP.

(Unaudited – Prepared by Management)

MARVEL DISCOVERY CORP.

Condensed Interim Consolidated Statements of Cash Flows For the three months ended November 30, 2023 and 2022 (Expressed in Canadian dollars)

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)

Critical judgments, estimates and assumptions in applying accounting policies

Going Concern

Title to mineral property interests

Impairment of Mineral Properties

Investment in private company

5. Amounts receivable

MARVEL DISCOVERY CORP.

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)

Duhamel Property (Quebec) – (cont’d)

East Bull Property (Ontario)

Gander Property (Newfoundland)

Highway Property (Saskatchewan)

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

Highway Property (Saskatchewan) – (cont’d)

Key Lake Properties (Saskatchewan)

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

Sandy Pond Property (Newfoundland)

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

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

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

Slip Gold Property (Newfoundland)

Other properties

BVBL Extension Property (Newfoundland)

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

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

Elliot Lake Property (Ontario)

Hope Brook Project (Newfoundland)

Wicheeda North Property (British Columbia)

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

Other properties – (cont’d)

Costigan Lake Property (Saskatchewan)

7. Accounts payable and accrued liabilities

8. Contingency

9. Share capital

Authorized share capital

Issuances

9. Share capital – (cont’d)

Issuances – (cont’d)

Stock options

Stock options – (cont’d)

Share Purchase Warrants

9. Share capital – (cont’d)

Share Purchase Warrants – (cont’d)

Reserves

10. Related party transactions

Key management personnel compensation

Related party balances

Due to/from related parties

10. Related party transactions

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

11. Financial risk management

Currency Risk

Interest Rate Risk

Marvel Discovery Corp. Interim / Quarterly Report 2024