Origen Resources Inc. — Interim / Quarterly Report 2021

Nov 27, 2021

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Condensed Interim Consolidated Financial Statements (Expressed in Canadian Dollars)

FOR THE THREE AND SIX-MONTH PERIOD ENDED SEPTEMBER 30, 2021 AND 2020

488 - 625 Howe Street Vancouver, B.C. V6C 2T6

TELEPHONE: 604-681-0221

NOTICE OF NO AUDITOR REVIEW OF CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

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

The accompanying unaudited condensed interim consolidated financial statements of Origen Resources Inc. have been prepared by management and approved by the Audit Committee and the Board of Directors of the Company and are the responsibility of the Company’s management.

The Company’s independent auditor has not performed a review of these condensed interim consolidated financial statements in accordance with the standards established by the Canadian Institute of Chartered Professional Accountants for a review of interim financial statements by an entity’s auditor.

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Condensed Interim Consolidated Statements of Financial Position (Unaudited – Expressed in Canadian Dollars)

ASSETS Current Cash $ Receivables Investments (Note 6) Prepaid expenses (Note 8) Non-current assets Exploration and evaluation assets (Notes 7 and 8) Reclamation deposits (Note 7) $	September 30, 2021 142,260 $ 16,557 1,754,501 76,700 1,990,018 2,695,158 63,500 4,748,676 $	March 31, 2021
		186,837 19,213 1,838,767 165,930
		2,210,747 2,528,912 63,500
		4,803,159
LIABILITIES AND SHAREHOLDERS’ EQUITY Current Accounts payable and accrued liabilities (Note 8) $ Flow-through obligation (Note 4) Shareholders’ equity Share capital (Note 9) Share-based payment reserves (Note 9) Retained earnings (deficit) $	156,609 $ 31,000 187,609 5,598,318 520,990 (1,558,241) 4,561,067 4,748,676 $	365,010 31,000
		396,010
		5,444,648 422,016 (1,459,515)
		4,407,149
		4,803,159

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

Approved on Behalf of the Board on November 24, 2021.

The accompanying notes are an integral part of these Condensed Interim Consolidated Financial Statements.

Condensed Interim Consolidated Statements of Income (Loss) and Comprehensive Income (Loss) (Unaudited – Expressed in Canadian Dollars)

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EXPENSES Consulting (Note 8) General office Management fees (Note 8) Marketing Professional fees (Note 8) Rent (Note 8) Share-based payment (Note 8 and 9) Transfer agent and filing fees Operating expenses Gain (loss) on investments (Note 6) Other income Gain on deconsolidation of Forty Pillars Gain on April 2021 Plan of Arrangement (Note 5) Income (loss) and comprehensive income (loss) for the period		Three-months ended September 30, 2021	Three-months ended September 30, 2020	Six-months ended September 30, 2021 Six-months ended September 30, 2020
	$	84,819 $ 4,765 45,000 35,673 87,896 4,800 - 13,665	36,525 $ 6,551 39,000 - 27,377 4,500 - 20,988	104,319 $ 147,251 10,360 11,734 90,000 82,500 43,030 - 135,059 66,513 9,300 9,000 98,974 183,929 33,653 37,080
		(276,618) (1,460,474) - - -	(134,941) 930,000 10,000 - -	(524,695) (538,007) 600,407 930,000 - 10,000 48,929 - 87,921 -
	$	(1,737,092) $	805,059 $	212,562 $ 401,993
Basic earnings (loss) per common share Diluted earnings (loss) per common share	$ $	(0.05) $ (0.05) $	0.03 $ 0.03 $	0.01 $ 0.02 0.01 $ 0.02
Weighted average number of common shares outstanding Basic Diluted		32,589,254 32,589,254	23,234,738 23,668,478	32,481,086 18,201,939 34,708,897 18,581,627

The accompanying notes are an integral part of these Condensed Interim Consolidated Financial Statements.

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Condensed Interim Consolidated Statements of Changes in Shareholders’ Equity (Deficiency) (Unaudited – Expressed in Canadian Dollars)

					Share-based
	Number of				payment
	common shares		Share capital		reserves		Deficit		Total
Balance, March 31, 2020	1	$	1	$	-	$	(129,807)	$	(129,806)
Cancelled incorporation share	(1)		(1)		-		-		(1)
Shares issued for plan of arrangement (Note 4)	13,621,958		2,500,000		-		-		2,500,000
Private placements, net of share issuance costs	1,113,867		200,496		-		-		200,496
Shares issued for exploration and evaluation assets	6,900,000		1,120,500		-		-		1,120,500
Shares issued pursuant to termination agreement (Note 7)	275,000		50,875		-		-		50,875
Shares issued pursuant to strategic investment (Note 6)	4,200,000		840,000		-		-		840,000
Share-based payment	-		-		183,929		-		183,929
Income and comprehensive income for theperiod	-		-		-		401,993		401,993
Balance, September 30, 2020	26,110,825		4,711,871		183,929		272,186		5,167,986
Private placements, net of share issuance costs	6,037,831		719,777		-		-		719,777
Shares issued for exploration and evaluation assets	100,000		13,000		-		-		13,000
Share-based payments	-		-		238,087		-		238,087
Loss and comprehensive loss for theperiod	-		-		-		(1,731,701)		(1,731,701)
Balance, March 31, 2021	32,248,656		5,444,648		422,016		(1,459,515)		4,407,149
Shares issued for exploration and evaluation assets	400,000		134,000		-		-		134,000
Shares issued upon exercise of warrants	169,750		34,245		-		-		34,245
Shares purchased pursuant to NCIB (Note 9)	(56,500)		(14,575)		-		-		(14,575)
April 2021 Plan of Arrangement (Note 5)	-		-		-		(311,288)		(311,288)
Share-based payments	-		-		98,974		-		98,974
Income and comprehensive income(loss)for theperiod	-		-		-		212,562		212,562
Balance,September 30,2021	32,761,906	$	5,598,318	$	520,990	$	(1,558,241)	$	4,561,067

The accompanying notes are an integral part of these Condensed Interim Consolidated Financial Statements.

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Notes to the Condensed Interim Consolidated Financial Statements For the three and six-month period ended September 30, 2021 (Unaudited – Expressed in Canadian Dollars)

		Six-month		Six-month
		period ended		period ended
		September 30,		September 30,
		2021		2020
Cash flows from operating activities
Net income for the period	$	212,562	$	401,993
Non-cash items:
Share-based payments		98,974		183,929
Termination payment in shares		-		50,875
Gain on deconsolidation of Forty Pillars		(48,929)		-
Gain on April 2021 Plan of Arrangement		(87,921)		-
Gain on investments		(600,407)		(930,000)
Changes in non-cash working capital items:
Receivables		2,656		(8,823)
Prepaid expenses		89,230		(2,875)
Accountspayable and accrued liabilities		(76,048)		(150,077)
Net cash used in operatingactivities		(409,883)		(454,978)
Cash flows from investing activities
Exploration and evaluation assets		(489,669)		(193,409)
Purchases of investments		(300,000)		(100,000)
Proceeds from sale of investments		1,192,199		-
Recoveryon exploration and evaluation assets		10,000		10,000
Net cashprovided by (used in)investingactivities		412,530		(283,409)
Cash flows from financing activities
Cash received from plan of arrangement		-		506,250
Cash paid as part of the April 2021 Plan of Arrangement		(66,894)		-
Funds from promissory note		-		100,000
Issuance of shares, net of share issuance costs		34,245		200,495
Repurchase of sharespursuant to NCIB		(14,575)		-
Net cash(used in) provided byfinancingactivities		(47,224)		806,745
Net change in cash		(44,577)		68,358
Cash, beginning of theperiod		186,837		808
Cash, end of theperiod	$	142,260	$	69,166

Supplemental cash flow information:

Supplemental cash flow information:
		Six-month		Six-month
		period ended		period ended
		September 30,		September 30,
		2021		2020
Exploration expenditures in accounts payable and accrued liabilities	$	110,172	$	78,252
Shares issued for exploration and evaluation assets	$	134,000	$	1,120,500
Shares issued for strategic investment	$	-	$	840,000
Plan of Arrangement/Transfer of Assets		Note 5		Note 4

The accompanying notes are an integral part of these Condensed Interim Consolidated Financial Statements.

Notes to the Condensed Interim Consolidated Financial Statements For the three and six-month period ended September 30, 2021 (Unaudited – Expressed in Canadian Dollars)

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1 NATURE AND CONTINUANCE OF OPERATIONS

Origen Resources Inc. (the “Company” or “Origen”) was incorporated under the Business Corporations Act (British Columbia) (“BCBCA”) on September 12, 2019. The address of its head office is located at Suite 488-625 Howe Street, Vancouver, British Columbia, Canada V6C 2T6. The Company’s registered and records office is 400 – 725 Granville Street, Vancouver, British Columbia, Canada, V7Y 1G5. The Company is listed on the Canadian Securities Exchange (“CSE”) under the symbol ORGN and the Frankfurt Exchange under the symbol 4VX.

On April 28, 2020, the Company and Raffles Financial Group Limited (formerly Explorex Resources Inc.) (“Raffles”) closed their plan of arrangement (the “Plan of Arrangement”). Pursuant to the Plan of Arrangement, Raffles has spun out certain assets and liabilities to the Company, along with the transfer of $500,000 in cash, for consideration of 13,621,958 common shares and 935,325 share purchase warrants of the Company to Raffles’ shareholders (Note 4). The Company is an exploration company engaged in generating, acquiring and advancing base and precious metal properties.

The Company entered into an arrangement agreement dated April 1, 2021 to complete another plan of arrangement (the “April 2021 Plan of Arrangement”) under the BCBCA with its formerly wholly owned subsidiary, Forty Pillars Mining Corp. (“Forty Pillars”). The April 2021 Plan of Arrangement was completed on May 31, 2021 (Note 5). Pursuant to the April 2021 Plan of Arrangement, the Company completed a share reorganization and spun out its Silver Dollar Property, Beatrice Property and $66,894 in cash to Forty Pillars in exchange for 6,485,174 common shares of Forty Pillars (the “Forty Pillars Shares“) valued at $0.08 per Forty Pillars Share, of which 3,891,102 Forty Pillars Shares were distributed to Origen’s shareholders and 2,594,072 Forty Pillars Shares were retained by Origen, for total consideration of $518,814. Forty Pillars was listed on the CSE under the symbol PLLR.

The ability of the Company to continue as a going concern is dependent on its ability to obtain additional equity financing and achieve future profitable operations. As at September 30, 2021, the Company had working capital of $1,802,409 (March 31, 2021 - $1,814,737) and had not yet achieved profitable operations. The Company expects to incur further losses in the development of its business. All of these circumstances comprise a material uncertainty which may cast significant doubt on the Company’s ability to continue as a going concern. While the Company has been successful in securing financings in the past, there is no assurance that it will be able to do so in the future. If the going concern assumption were not appropriate for these condensed interim consolidated financial statements, it could be necessary to restate the Company’s assets and liabilities on a liquidation basis.

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

Notes to the Condensed Interim Consolidated Financial Statements For the three and six-month period ended September 30, 2021 (Unaudited – Expressed in Canadian Dollars)

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2 BASIS OF PRESENTATION

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”) applicable to the preparation of condensed interim consolidated financial statements, including International Accounting Standards (“IAS”) 34 “Interim Financial Reporting”.

The condensed interim consolidated financial statements have been prepared on the historical cost basis except for certain financial instruments that are measured at revalued amounts or fair values. In addition, the condensed interim consolidated financial statements have been prepared using the accrual basis of accounting, except for cash flow disclosure.

These condensed interim consolidated financial statements are presented in Canadian dollars, which is also the Company’s functional currency.

This condensed interim financial report does not include all of the information required of a full annual financial report and is intended to provide users with an update in relation to events and transactions that are significant to an understanding of the changes in financial position and performance of the Company since the end of the last annual reporting period. It is therefore recommended that this financial report be read in conjunction with the annual audited financial statements of the Company for the year ended March 31, 2021. The accounting policies applied in preparation of these condensed interim financial statements are consistent with those applied and disclosed in the Company’s audited financial statements for the year ended March 31, 2021.

Basis of consolidation

These condensed interim consolidated financial statements include the accounts of the Company and its formerly wholly-owned subsidiary, Forty Pillars, from the date of Forty Pillars’ incorporation on February 4, 2021 until May 31, 2021 when Forty Pillars was spun-out. All significant intercompany accounts and transactions between the Company and its former subsidiary have been eliminated upon consolidation.

Notes to the Condensed Interim Consolidated Financial Statements For the three and six-month period ended September 30, 2021 (Unaudited – Expressed in Canadian Dollars)

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3 SIGNIFICANT JUDGMENTS, ESTIMATES AND ASSUMPTIONS

The preparation of these condensed interim consolidated financial statements requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the date of the condensed interim consolidated financial statements and the reported expenses during the reporting period. Actual results could differ from these estimates.

Significant assumptions about the future and other sources of estimation uncertainty that management has made at the end of the reporting period, that could result in a material adjustment to the carrying amounts of assets and liabilities in the event that actual results differ from assumptions made, relate to, but are not limited to, the following:

• The carrying value and the recoverability of exploration and evaluation assets, which are included in the consolidated statements of financial position: The cost model is utilized and the value of the exploration and evaluation assets is based on the expenditures incurred. At every reporting period, management assesses the potential impairment which involves assessing whether or not facts or circumstances exist that suggest the carrying amount exceeds the recoverable amount;

• The valuation of shares issued in non-cash transactions: Generally, the valuation of non-cash transactions is based on the value of the goods or services received. When this cannot be determined, it is based on the fair value of the non-cash consideration. When non-cash transactions are entered into with employees and those providing similar services, the non-cash transactions are measured at the fair value of the consideration given up using market prices;

• The recognition of deferred tax assets: The Company considers whether the realization of deferred tax assets is probable in determining whether or not to recognize these deferred tax assets;

• The fair value of the exploration and evaluation assets transferred in the plan of arrangement: Management estimated the fair value of the exploration and evaluation assets transferred which formed the value recorded on completion of the transaction; and

• Valuation of investments: Many factors can enter into the valuation of investments, including the trading value and volume of shares. This determination is subjective and does not necessarily provide a reliable single measure of the fair value of the shares held.

The most significant judgments in applying accounting policies that have the most significant risk of causing material adjustments to the carrying amounts of assets and liabilities recognized in the financial statements include: the assessment of the Company’s ability to continue as a going concern and whether there are events or conditions that may give rise to significant uncertainty; and the conclusion that the Plan of Arrangement was an acquisition of assets and not a business combination.

Notes to the Condensed Interim Consolidated Financial Statements For the three and six-month period ended September 30, 2021 (Unaudited – Expressed in Canadian Dollars)

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4 PLAN OF ARRANGEMENT

On April 28, 2020, the Company and Raffles closed their Plan of Arrangement. Pursuant to the Plan of Arrangement, Raffles has spun out certain assets and liabilities to the Company, along with the transfer of $500,000 in cash, for consideration of 13,621,958 common shares and 935,325 share purchase warrants of the Company to Raffles’ shareholders.

The share purchase warrants were issued pursuant to the Plan of Arrangement, whereby holders of outstanding Raffles warrants received, in exchange for each warrant, one Raffles replacement warrant and one-half of one share purchase warrant of the Company, both with exercise prices based on the proportionate market value of two companies after the completion of Plan of Arrangement. The fair value of the share purchase warrants was determined to be $nil. All share purchase warrants issued pursuant to the Plan of Arrangement expired during the year ended March 31, 2021 (Note 9).

The fair value of the net assets transferred to the Company pursuant to the Plan of Arrangement consisted of the following assets and liabilities:

Assets:	$
Cash	506,899
Receivables	6,287
Prepaid expenses	2,375
Exploration and evaluation assets	2,197,415
Total assets	2,712,976
Liabilities:
Accounts payable and accrued liabilities	(181,976)
Flow-through obligation	(31,000)
Fair value of net assets contributed	2,500,000

The Company assumed a flow-through obligation of $31,000 as Raffles had not completely fulfilled its commitment to incur exploration expenditures by December 31, 2018 in relation to flow-through share financings in October 2017. The Company may be required to indemnify flow-through individual investors for the amount of increased taxes payable by the flow-through investors as a consequence of the failure of Raffles to incur qualifying exploration expenditures previously renounced to the flowthrough investors.

The Plan of Arrangement resulted in an increase of share capital amounting to $2,500,000.

Notes to the Condensed Interim Consolidated Financial Statements For the three and six-month period ended September 30, 2021 (Unaudited – Expressed in Canadian Dollars)

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5 TRANSFER OF ASSETS

The Company entered into an arrangement agreement dated April 1, 2021 to complete a plan of arrangement (the “April 2021 Plan of Arrangement”) under the BCBCA with its formerly wholly owned subsidiary, Forty Pillars.

The April 2021 Plan of Arrangement was completed on May 31, 2021. Pursuant to the April 2021 Plan of Arrangement, the Company completed a share reorganization and spun out its Silver Dollar Property, Beatrice Property and $66,894 in cash to Forty Pillars in exchange for 6,485,174 Forty Pillars Shares valued at $0.08 per Forty Pillars Share, of which 3,891,102 Forty Pillars Shares were distributed to Origen’s shareholders and 2,594,072 Forty Pillars Shares were retained by Origen, for total consideration of $518,814. Upon completion Forty Pillars was listed on the CSE under the symbol PLLR.

As a result of the April 2021 Plan of Arrangement, the Company issued an aggregate of 187,184 additional share purchase warrants to the Company’s warrant holders, comprising of: (1) 50,730 share purchase warrants exercisable at $0.22 per common share expiring on April 28, 2022; (2) 86,106 share purchase warrants exercisable at $0.20 per common share expiring on December 1, 2021; and (3) 50,348 share purchase warrants exercisable at $0.20 per common share expiring on January 12, 2022 with a fair value of $32,974 recorded as share based compensation. The weighted average fair value per option was $0.18 and was estimated using the Black-Scholes option pricing model assuming a life expectancy of 0.64 years, risk-free rate of 0.31% and volatility of 100%.

The carrying value of the net assets transferred to Forty Pillars consisted of the following:

	$
Cash	66,894
Exploration and evaluation assets	451,974
Accountspayable and accrued liabilities	(87,975)
Carrying Value of net assets	430,893
Fair value of consideration received	518,814
Gain on spinout	87,921

In accordance with IFRIC 17, Distribution of Non-Cash Assets to Owners, the Company recognized the distribution of net assets to the Company’s shareholders at fair value with the difference between that value and the carrying amount of the net assets recognized in the statement of income (loss) and comprehensive income (loss).

Notes to the Condensed Interim Consolidated Financial Statements For the three and six-month period ended September 30, 2021 (Unaudited – Expressed in Canadian Dollars)

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6 INVESTMENTS

	Number of Common Shares	Number of Common Shares
	Held			Fair	Value
	September	March 31,		September		March 31,
	30,2021	2021		30,2021		2021
Exploits Discovery Corp. (NFLD)	2,344,444*	3,666,667*	$	1,172,222	$	1,741,667
Forty Pillars Mining Corp. (PLLR)	2,594,072	-	$	337,229	$	-
Tearlach Resources Ltd. (TEA)	100,000	100,000	$	26,000	$	19,000
West Mining Corp. (WEST)	10,000	110,000	$	1,550	$	78,100
Opawica Explorations Inc.(OPW)	750,000	-	$	217,500	$	-
			$	1,754,501	$	1,838,767-

*1,222,222 shares became free trading effective September 18, 2021 and 1,222,222 shares will be free trading effective March 18, 2022.

	Number of Share Purchase	Number of Share Purchase
	Warrants Held			Fair Value
	September 30,	March 31,		September	March 31,
	2021	2021		30,2021	2021
West Mining Corp. (WEST)	55,000*	55,000	$	- $	-
Opawica Explorations Inc.(OPW)	375,000**	-	$	-$	-

*Each share purchase warrant is exercisable for one common share at an exercise price of $0.35 per common share until December 15, 2022. ** Each share purchase warrant is exercisable for one common share at an exercise price of $0.60 per common share until May 31, 2023.

Exploits Discovery Corp.

On June 4, 2020, the Company entered into a strategic investment agreement with Exploits Gold Corp. (“Exploits Gold”). Exploits Gold was a private exploration company. The Company was granted an exclusive one year right of first refusal to acquire any of the new projects generated by Exploits Gold in exchange for 666,667 common shares of Exploits Gold for gross proceeds of $100,000.

On September 1, 2020, the Company entered into a share purchase and sale agreement with Crest Resources Inc. (“Crest”) to purchase additional shares of Exploits Gold. The Company purchased 3,000,000 common shares of Exploits Gold from Crest in exchange for 4,200,000 common shares of the Company valued at $840,000.

Exploits Gold was acquired by Exploits Discovery Corp. (formerly Mariner Resources Corp.) (“Exploits”) on September 18, 2020, resulting in the Company’s strategic investment becoming a reporting issuer traded on the CSE.

During the six months ended September 30, 2021, the Company sold 1,322,223 common shares of Exploits for net proceeds of $1,123,106.

Subsequent to September 30, 2021, the Company sold 300,000 common shares of Exploits for net proceeds of $166,756.

Notes to the Condensed Interim Consolidated Financial Statements For the three and six-month period ended September 30, 2021 (Unaudited – Expressed in Canadian Dollars)

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These transactions are deemed to be related party transactions by virtue of common directors.

Forty Pillars Mining Corp.

The April 2021 Plan of Arrangement was completed on May 31, 2021. Pursuant to the April 2021 Plan of Arrangement, the Company completed a share reorganization and spun out its Silver Dollar Property, Beatrice Property and $66,894 in cash to Forty Pillars in exchange for 6,485,174 common shares of Forty Pillars valued at $0.08 per Forty Pillars Share, of which 3,891,102 Forty Pillars Shares were distributed to Origen’s shareholders and 2,594,072 Forty Pillars Shares were retained by Origen, for total consideration of $518,814. Upon completion Forty Pillars was listed on the CSE under the symbol PLLR (Note 5).

Subsequent to September 30, 2021, the Company purchased 10,000,000 units of Forty Pillars for a total of $1,000,000. Each unit is comprised of one common share and one share purchase warrant, with each warrant exercisable at $0.12 per share for 36 months after the closing date.

West Mining Corp.

During the year ended March 31, 2021, the Company acquired 110,000 units of West Mining Corp. (formerly Ironwood Capital Corp.) (“West”) at a price of $0.18 per unit totaling $19,800. Each unit is comprised of one common share and one-half of one common share purchase warrant. Each whole warrant is exercisable into a common share at an exercise price of $0.35 for 2 years. No value was attributed to the share purchase warrants.

On November 4, 2020, the Company received 500,000 common shares of West in relation to the Kagoot Brook Project valued at $90,000 (Note 7).

During the six months ended September 30, 2021, the Company sold 100,000 common shares of West for net proceeds of $69,093.

Tearlach Resources Ltd.

On January 22, 2021, the Company received 100,000 common shares of Tearlach Resources Ltd. (“Tearlach”) in relation to the Bonanza Mountain Project valued at $8,000 (Note 7).

Opawica Explorations Inc.

On May 31, 2021, the Company purchased 750,000 units of Opawica Explorations Inc. (“Opawica”) for a total of $300,000. Each unit is comprised of one common share and one-half of one share purchase warrant, with each whole warrant exercisable at $0.60 per common share until May 31, 2023. This transaction is deemed to be a related party transaction as an officer and director of the Company is also an officer and director of Opawica. No value was attributed to the share purchase warrants.

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Notes to the Condensed Interim Consolidated Financial Statements For the three and six-month period ended September 30, 2021 (Unaudited – Expressed in Canadian Dollars)

7 EXPLORATION AND EVALUATION ASSETS

	Silver Dollar Property Arlington Property Beatrice Property	Kagoot Brook Project Bonanza Mountain Project Broken Handle Project Wishbone Property LGM Property Middle Ridge Property	NFLD Lithium Project Total
Acquisition Costs
Opening, September 12, 2019 and March 31, 2020	$ - $ - $ -	$ - $ - $ - $ - $ - $ -	$ - $ -
Plan of Arrangement	1,530,332 63,920 60,237	90,000 452,926 - - - -	- 2,197,415
Additions	- - -	30,000 54,000 352,500 94,167 634,833 29,000	40,118 1,234,618
Recoveries	(66,894) - -	(90,000) (43,000) (15,000) - (10,000) -	- (224,894)
Impairment	(1,029,398) - (42,408)	(10,000) - - - - -	- (1,081,806)
Closing, March 31, 2021	434,040 63,920 17,829	20,000 463,926 337,500 94,167 624,833 29,000	40,118 2,125,333
Additions	- 69,500 -	- - - 60,000 - -	35,770 165,270
Closing,September 30,2021	434,040 133,420 17,829	20,000 463,926 337,500 154,167 624,833 29,000	75,888 2,290,603
Exploration Costs
Opening, September 12, 2019 and March 31, 2020	- - -	- - - - - -	- -
Assay	- - -	- - - 4,506 9,905 -	- 14,411
Equipment, field supplies, and other	- 1,000 51	8,500 3,193 - 45,112 202,610 129	- 260,595
Geological	- - -	- - - - - 6,588	- 6,588
Geophysical	- - -	- - - - 66,835 91,150	- 157,985
Recoveries	- - -	(28,500) (7,500) - - - -	- (36,000)
Closing, March 31, 2021 Assay	- 1,000 51	(20,000) (4,307) - 49,618 279,350 97,867	- 403,579
	- 25,695 -	- - - - - -	2,493 28,188
Equipment, field supplies, and other	- 43,772 54	- - - 800 21,952 -	50,766 117,344
Geological	- 33,613 -	- - - - - 863	- 34,476
Geophysical	- - -	- - - 111,273 88,757 9,278	- 209,308
Staking	- - -	- - - - - -	73,634 73,634
Recoveries	- (10,000) -	- - -	(10,000)
Closing, September 30, 2021 Transfer of assets (Note 5) Balance, September 30, 2021	- 94,080 105 (434,040) - (17,934)	(20,000) (4,307) - 161,691 390,059 108,008 - - - - - -	126,893 856,529 - (451,974)
	$ - $ 227,500 $ -	$ - $459,619 $337,500 $315,858$1,014,892 $137,008	$202,781 $2,695,158

Notes to the Condensed Interim Consolidated Financial Statements For the three and six-month period ended September 30, 2021 (Unaudited – Expressed in Canadian Dollars)

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Silver Dollar Property, British Columbia

On April 28, 2020, the Company acquired the Silver Dollar Property as part of the Plan of Arrangement.

The Company owned a 100% interest in the Silver Dollar Property, located in the Revelstoke Mining District of British Columbia, subject to an existing 1% net smelter return (“NSR”) royalty held by Happy Creek Minerals Ltd., beginning upon commencement of commercial production on the property.

Raffles entered into an option agreement with Exploits on August 14, 2018, whereby Exploits had the right to acquire a 75% interest in the Silver Dollar Property. Pursuant to the option agreement, Exploits was required to make cash payments, issue shares, and meet exploration expenditure requirements as follows:

• Cash payments: Exploits was required to pay $25,000 upon execution of the agreement (received by Raffles), $50,000 in cash or common shares of Exploits, at Exploits' discretion, on or before May 30, 2021, $100,000 in cash on or before May 30, 2022, and $250,000 in cash on or before May 30, 2023 for an aggregate total consideration of $425,000;

• Share issuances: Exploits was required to issue 100,000 common shares on May 30, 2021, an additional 300,000 shares on or before May 30, 2022, and an additional 500,000 shares on or before May 30, 2023 for an aggregate total of 900,000 shares; and

• Work commitments: Exploits was required to incur $75,000 in exploration expenditures on or before the May 30, 2020 (incurred); an additional $150,000 on or before May 30, 2021, an additional $350,000 on or before May 30, 2022, and an additional $425,000 on or before May 30, 2023 for an aggregate total of $1,000,000 in exploration expenditures.

Upon Exploits earning 75% interest in the property, the parties would enter into a joint venture.

On November 9, 2020, Exploits elected to terminate the option agreement and paid a termination fee of $66,894, which was recorded as a recovery against acquisition costs.

Exploits and the Company are related by virtue of an officer of Exploits and a director of the Company being related.

During the six months ended September 30, 2021, the Company spun out the Silver Dollar Property to Forty Pillars (Note 5).

Notes to the Condensed Interim Consolidated Financial Statements For the three and six-month period ended September 30, 2021 (Unaudited – Expressed in Canadian Dollars)

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Arlington Property, British Columbia

On April 28, 2020, the Company acquired 100% of the Arlington Property as part of the Plan of Arrangement. The property is located in British Columbia.

On April 15, 2021, the Company increased the size of its Arlington property through the purchase of a 100% interest in the Fresh Pot claims in Beaverdell, British Columbia by paying $3,500 in cash and issuing 200,000 common shares by August 15, 2021 (issued with a fair value of $66,000). The Fresh Pot claims are subject to a 1% NSR royalty, which can be purchased by the Company for $1,000,000.

The Company entered into an option agreement with Jessy Ventures Corp. (“Jessy Ventures”) on September 17, 2021, whereby Jessy Ventures has the right to acquire a 60% interest in the Arlington Property. Pursuant to the option agreement, Jessy Ventures will be paying the Company $185,000 ($10,000 received), issuing 1,000,000 common shares and incurring $750,000 in exploration expenditures on the property as follows:

• Paying $10,000 upon signing as a non-refundable deposit (received);

• Issuing 200,000 common shares upon final receipt of final approval of the option agreement by the TSX Venture Exchange (the “Exchange Approval Date”);

• Paying $25,000, issuing 300,000 common shares and incurring $125,000 in exploration expenditures on or before the first anniversary of the Exchange Approval Date;

• Paying $50,000, issuing 500,000 common shares and incurring $250,000 in exploration expenditures on or before the second anniversary of the Exchange Approval Date; and

• Paying $100,000, issuing 1,000,000 common shares and incurring $375,000 in exploration expenditures on or before the third anniversary of the Exchange Approval Date.

Any shortfall in cumulative exploration expenditures can be settled in either cash or common shares at the option of the Company. Jessy Ventures is also required to reimburse the Company for the costs that have been incurred on the recently completed exploration program on the Fresh Pot claims totaling approximately $110,000 within 5 days of the Exchange Approval Date.

Upon exercise of the option, the Company will be granted a 1.5% NSR royalty on the property, of which Jessy Ventures can purchase 1% of the NSR royalty for $1,000,000 within one year of commencement of commercial production.

The option agreement will be terminated if the Exchange Approval Date has not been obtained by December 31, 2021.

Notes to the Condensed Interim Consolidated Financial Statements For the three and six-month period ended September 30, 2021 (Unaudited – Expressed in Canadian Dollars)

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Beatrice Property, British Columbia

On April 28, 2020, the Company acquired 100% of the Beatrice Property as part of the Plan of Arrangement. The Beatrice Property is located in the southern portion of the Silver Dollar Property and form part of the Silver Dollar Property.

During the six months ended September 30, 2021, the Company spun out the Beatrice Property to Forty Pillars (Note 5).

Kagoot Brook Cobalt Project, New Brunswick

On April 28, 2020, the Company acquired the Kagoot Brook Cobalt Project (“Kagoot Brook Project”) as part of the Plan of Arrangement.

On May 11, 2020, the Company entered into a Sale, Assignment and Assumption Agreement (the “Assumption Agreement”) with West with respect to the purchase and assumption by West of all of the Company’s rights, title and interest in, to and under an option and joint venture agreement relating to Kagoot Brook Project dated May 10, 2018, and as amended on January 7, 2020, with Great Atlantic Resources Corp. (“Great Atlantic”) (the “Underlying Agreement”). For consideration, West issued an aggregate of 500,000 common shares, valued at $90,000, to the Company (Note 6). As a result, the Company recognized an impairment of $10,000 in exploration and evaluation assets during the year ended March 31, 2021.

Bonanza Mountain Project, British Columbia

On April 28, 2020, the Company acquired the Bonanza Mountain Project as part of the Plan of Arrangement.

The Company holds a 100% interest in the Bonanza Mountain Project in the historic Knight’s Mining Camp, Grand Forks area, British Columbia. To complete the obligation to earn its 100% interest, the Company issued 300,000 common shares, valued at $54,000, during the year ended March 31, 2021.

On June 12, 2020, the Company granted Tearlach an option to acquire a 75% interest in the project by:

(a) Paying an aggregate of $210,000 and issuing 500,000 common shares over a 3-year period as follows:

• $10,000 upon signing (received);

• $25,000 and issuing 100,000 common shares by January 22, 2021 (received);

• $50,000 and issuing 100,000 common shares on or before January 7, 2022;

• $50,000 and issuing 100,000 common shares on or before January 7, 2023; and

• $75,000 and issuing 200,000 common shares on or before January 7, 2024.

Notes to the Condensed Interim Consolidated Financial Statements For the three and six-month period ended September 30, 2021 (Unaudited – Expressed in Canadian Dollars)

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• (b) Incurring $500,000 in exploration expenditures as follows:

• $100,000 by January 7, 2022; and

• $400,000 by January 7, 2024.

Any excess exploration expenditures will be cumulative and can be carried forward to future years or in the event of a shortfall of exploration expenditures, Tearlach can pay the Company in cash or shares at the Company’s election.

Upon exercise of the option, the Company will be granted a 1.5% NSR royalty on the project, of which Tearlach can purchase 1% of the NSR royalty for $1,000,000 within one year of commencement of commercial production.

Broken Handle Project, British Columbia

On May 11, 2020, the Company acquired a 100% interest in the Broken Handle Project located 50km north of Grand Forks, British Columbia, through issuance of 1,500,000 shares valued at $352,500. The property is subject to a 1% NSR royalty. The Company has the option to purchase 0.5% of the 1% NSR royalty for $1,000,000.

On December 15, 2020, the Company granted Hawthorn Resources Corp. (“Hawthorn”) an option to acquire a 75% interest in the project by incurring $500,000 in exploration expenditures on the property, paying the Company $250,000 ($15,000 received) and issuing 1,000,000 common shares as follows:

• Paying $15,000 upon signing (received);

• Paying $25,000 and issuing 150,000 common shares within 15 days of Exchange approval and acceptance of the 43-101 report (“Exchange Approval Date”);

• Issuing 200,000 common shares and incurring $100,000 in exploration expenditures on or before 12 months after the Exchange Approval Date;

• Paying $60,000 on or before 18 months of the Exchange Approval Date;

• Paying $70,000 and issuing 250,000 common shares on or before the second anniversary of the Exchange Approval Date; and

• Paying $80,000, issuing 400,000 common shares and incurring $400,000 in exploration expenditures on or before the third anniversary of the Exchange Approval Date.

Upon exercise of the option, the Company will be granted a 1.5% NSR royalty on the property, of which Hawthorn can purchase 1% of the NSR royalty for $1,000,000 within one year of commencement of commercial production. This transaction is deemed to be a related party transaction by virtue of common directors.

Notes to the Condensed Interim Consolidated Financial Statements For the three and six-month period ended September 30, 2021 (Unaudited – Expressed in Canadian Dollars)

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LGM Property and Wishbone Property, British Columbia

On May 27, 2020, the Company entered into a Sale and Assignment Agreement to acquire a 100% interest in the LGM Property located in British Columbia and an option to acquire a 100% interest in the Wishbone Property located in British Columbia from Orogenic Regional Exploration Ltd. (“Orogenic”). The transaction is deemed to be a related party transaction by virtue of two common directors.

In consideration for the assignment and the property transfer, the Company:

• Paid a non-interest-bearing advance to Orogenic in the amount of $25,000 which was repayable by September 10, 2020 with a fee of up to $10,000 ($35,000 was received, of which $10,000 was recorded as recovery against acquisition costs);

• Issued 5,000,000 common shares (issued and valued at $700,000); and

• Granted Orogenic a right to appoint a further member to the Board of Directors of the Company.

The LGM and Wishbone Properties are subject to NSR royalties of 2% and 1%, respectively.

Pursuant to the option agreement dated May 29, 2019 to acquire 100% interest of the Wishbone Property, the Company was to:

• Pay $10,000 (paid by Orogenic) and issue 100,000 common shares (issued by Orogenic) upon execution of option agreement;

• Pay $15,000 (paid) and issue 100,000 common shares (issued and valued at $14,000) by May 29, 2020;

• Pay $25,000 (paid) and issue 100,000 common shares (issued and valued at $35,000) by May 29, 2021;

• Pay $50,000 and issue 200,000 common shares by May 29, 2022; and

• Pay $50,000 and issue 200,000 common shares by May 29, 2023.

During the year ended March 31, 2021, the Company paid $63,500 in relation to reclamation deposits associated with the LGM and Wishbone Properties.

Middle Ridge Property, Newfoundland

On October 28, 2020, the Company entered into an option agreement to acquire a 100% interest in the Middle Ridge Pond Property located in Newfoundland from private vendors. Pursuant to the option agreement, the Company is to:

• Pay $16,000 (paid) and issue 100,000 common shares (issued and valued at $13,000) by November 1, 2020;

• Pay $15,000 and issue 150,000 common shares by November 1, 2021 (paid and issued shares subsequent to September 30, 2021);

• Pay $25,000 and issue 200,000 common shares by November 1, 2022;

• Pay $25,000 and issue 250,000 common shares by November 1, 2023; and

Notes to the Condensed Interim Consolidated Financial Statements For the three and six-month period ended September 30, 2021 (Unaudited – Expressed in Canadian Dollars)

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• Pay $35,000, issue 400,000 common shares and incur exploration expenditures of $750,000 by November 1, 2024.

The property is subject to a 2% NSR royalty, of which 1% NSR royalty can be purchased for $1,000,000.

NFLD Lithium Project, Newfoundland

During the year ended March 31, 2021, the Company acquired a 100% interest in the NFLD Lithium Project by staking.

On June 10, 2021, the Company purchased additional lithium claims within the NFLD Lithium Project. The Company paid a total of $2,770, issued 100,000 common shares (issued and valued at $33,000) and granted a 1% NSR royalty to private vendors. Half of the NSR royalty (0.5%) can be purchased prior to commercial production for $500,000. An ‘Area of Mutual Interest’ was also granted within the existing boundaries of the NFLD Lithium Project (the “AMI”). If the Company stakes new claims within the AMI, the staked claims will become part of the NFLD Lithium Project and its NSR royalty. If the vendors stake or caused to stake any new claims within the AMI on or before June 10, 2023, the Company must issue an additional 10,000 common shares per claim staked.

8 RELATED PARTY TRANSACTIONS

Key management personnel are the persons responsible for planning, directing and controlling the activities of the Company and include both executive and non-executive directors, and entities controlled by such persons. The Company considers all directors and officers of the Company to be key management personnel.

During the six months ended September 30, 2021, the Company entered into the following transactions with related parties:

Paid or accrued exploration costs of $251,087 (2020 - $184,213) that were capitalized as exploration and evaluation assets to a company controlled by a director and Chief Executive Officer of the Company.

Paid or accrued management fees of $45,000 (2020 – $45,000) to a company controlled by a director and Chief Executive Officer of the Company.

Paid or accrued management fees of $45,000 (2020 - $37,500) to a company controlled by a director and President of the Company.

Paid or accrued consulting fees of $2,000 (2020 - $11,900) to a director of the Company.

Paid or accrued consulting fees of $36,000 (2020 - $24,000) to a company controlled by a director of the Company.

Notes to the Condensed Interim Consolidated Financial Statements For the three and six-month period ended September 30, 2021 (Unaudited – Expressed in Canadian Dollars)

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Paid or accrued rent of $9,300 (2020 - $9,500) to a company controlled by a director and Chief Executive Officer of the Company.

Paid or accrued professional fees of $15,000 (2020 - $15,000) to a company controlled by the former Chief Financial Officer of the Company.

Paid or accrued professional fees of $6,000 (2020 - $6,000) to a company controlled by a director and Chief Executive Officer of the Company.

During the year ended March 31, 2021, the Company paid $100,000 (2020 - $nil) to Crest for marketing services of which $60,000 (2020 - $nil) has been expensed to consulting fees in the six months ended September 30, 2021, resulting in $10,000 in prepaids at September 30, 2021.

During the six months ended September 30, 2021, the Company issued nil (2020 – 1,500,000) stock options to the officers and directors of the Company. Upon the issuance, $nil (2020 – $153,275) in sharebased compensation expense was recorded.

As at September 30, 2021, $135,538 (March 31, 2021 - $130,424) was included in accounts payable and accrued liabilities owing to officers and directors of the Company in relation to services provided and reimbursement of expenses.

Commitments – Consulting Agreements

On April 28, 2020, as part of the Plan of Arrangement, the Company assumed a commitment relating to a consulting agreement with a former director of Raffles, whereby the Company would receive consulting service at an annual cost of $63,000 until August 31, 2021. On May 15, 2020, the Company entered into a termination agreement in respect of this consulting agreement and settled all future contractual obligations by paying $25,000 (paid) and issuing 275,000 common shares (issued and valued at $50,875) of the Company, which were recorded as consulting fees.

Promissory Note

On September 20, 2020, the Company entered into a promissory note with a company controlled by a directors and Chief Executive Officer of the Company, in the amount of $100,000. The promissory note bore interest of 12% per annum and was due on October 31, 2020. The repayment of the promissory note was extended to December 1, 2020. During the year ended March 31, 2021, the Company paid interest of $2,367. On December 1, 2020, the principal of the promissory note was settled through subscription to 835,000 units of the Company for total consideration of $100,000. Each unit is comprised of one common share and one-half share purchase warrant, with each whole warrant exercisable at $0.20 per common share until December 1, 2021.

Notes to the Condensed Interim Consolidated Financial Statements For the three and six-month period ended September 30, 2021 (Unaudited – Expressed in Canadian Dollars)

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Short term loan

During the year ended March 31, 2021, the Company received a non-interest-bearing short-term loan of $50,000 from a company controlled by a director of the Company, which was repaid.

9 SHARE CAPITAL

• a) Authorized

Unlimited number of common shares without par value.

b) Issued and outstanding

During the six months ended September 30, 2021, the Company:

On May 17, 2021, the Company issued 77,250 common shares pursuant to exercise of share purchase warrants for gross proceeds of $15,745.

On May 31, 2021, the Company completed the April 2021 Plan of Arrangement where share capital was decreased by $311,288.

On June 23, 2021, the Company executed a normal course issue bid (“NCIB”) through the facilities of the CSE. Under the NCIB, the Company intends to acquire up to 1,620,000 common shares. The NCIB will expire on June 30, 2022. During the six months ended September 30, 2021, the Company acquired 56,500 common shares for $14,575.

On August 25, 2021, the Company issued 92,500 common shares pursuant to exercise of share purchase warrants for gross proceeds of $18,500.

During the six months ended September 30, 2021, the Company issued 400,000 common shares valued at $134,000 relating to exploration and evaluation assets (Note 7).

During the year ended March 31, 2021:

On September 12, 2019, the date of incorporation, the Company issued one common share at a price of $1. On April 28, 2020, one common share was cancelled.

On April 28, 2020, 13,621,958 common shares of the Company were issued pursuant to the Plan of Arrangement (Note 4).

On April 28, 2020, the Company closed a private placement for gross proceeds of $200,496 through the issuance of 1,113,867 units at a price of $0.18 per unit. Each unit is comprised of one common share and one share purchase warrant, with each warrant exercisable at $0.22 per common share until April 28, 2022.

Notes to the Condensed Interim Consolidated Financial Statements For the three and six-month period ended September 30, 2021 (Unaudited – Expressed in Canadian Dollars)

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On May 15, 2020, the Company entered into a termination agreement in respect to a commitment to a consulting agreement that the Company had assumed as part of the Plan of Arrangement. The Company settled all future contractual obligations by paying $25,000 and issuing 275,000 common shares of the Company valued at $50,875, which were recorded in consulting fees (Note 8).

On September 1, 2020, the Company issued 4,200,000 common shares in relation to purchasing additional 3,000,000 common shares of Exploits Gold valued at $840,000 (Note 6).

On December 1, 2020, the Company closed a private placement for gross proceeds of $459,740 through the issuance of 3,831,165 units at a price of $0.12 per unit. Each unit is comprised of one common share and one-half share purchase warrant, with each whole share purchase warrant exercisable at $0.20 per common share until December 1, 2021. Finder’s fees of $4,763 were paid in connection with the private placement.

On January 12, 2021, the Company closed a private placement for gross proceeds of $264,800 through the issuance of 2,206,666 units at a price of $0.12 per unit. Each unit is comprised of one common share and one-half share purchase warrant, with each whole warrant exercisable at $0.20 per common share until January 12, 2022.

During the year ended March 31, 2021, the Company issued 7,000,000 common shares valued at $1,133,500 relating to exploration and evaluation assets (Note 7).

c) Share-based payments

Stock Option Plan

The Company has a stock option plan under which it can grant options to directors, officers, employees, and consultants for up to 10% of the issued and outstanding common shares. The exercise price of each option is based on the market price of the Company’s stock at the date of grant. The options can be granted for a term of ten years and vest as determined by the board of directors.

As at September 30, 2021, the following stock options were outstanding:

	Number of Weighted Average Stock Options Exercise Price
Balance, March 31, 2020 and September 12, 2019 Granted Balance,September 30,2021 and March 31,2021
	- $ - 3,200,000 0.19
	3,200,000 $0.19

Notes to the Condensed Interim Consolidated Financial Statements For the three and six-month period ended September 30, 2021 (Unaudited – Expressed in Canadian Dollars)

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During the year ended March 31, 2021, the Company issued:

• 1,800,000 stock options with an exercise price of $0.15 per share and a fair value of $183,929. The weighted average fair value per option was $0.10. The fair value of the options is estimated using the Black-Scholes option pricing model assuming a life expectancy of 5 years, risk-free rate of 0.39% and volatility of 100%.

• 1,400,000 stock options with an exercise price of $0.23 per share with a fair value of $238,087. The weighted average fair value per option was $0.17. The fair value of the options is estimated using the Black-Scholes option pricing model assuming a life expectancy of 5 years, risk-free rate of 0.45% and volatility of 100%.

The Company did not issue any stock options during the six months ended September 30, 2021.

A summary of the Company’s stock options outstanding and exercisable as at September 30, 2021 is as follows:

ExpiryDate	Number of Number of Stock Remaining Life Stock Options Exercise Price Options Exercisable (Years)
June 1, 2025 January 21, 2026	1,800,000 $0.15 1,800,000 3.67 1,400,000 $0.23 1,400,000 4.31
	3,200,000 3,200,000

d) Share Purchase Warrants

As at September 30, 2021, the following share purchase warrants were outstanding:

Balance, March 31, 2020 and September 12, 2019 Granted Expired Balance, March 31, 2021 Granted Exercised Balance, September 30, 2021	Number of Weighted Average Warrants Exercise Price - $ 0.00 5,068,108 0.21 (935,325) 0.22
	4,132,783 $ 0.21 387,184 0.29 (169,750) 0.20
	4,350,217 $0.21

On May 17, 2021, the Company issued 200,000 share purchase warrants to a consultant with a fair value of $66,000 which was recorded as share-based payment. The share purchase warrants are exercisable for a period of 2 years at $0.36 per common share. The weighted average fair value per warrant was $0.33. The fair value of the warrants is estimated using the Black-Scholes

Notes to the Condensed Interim Consolidated Financial Statements For the three and six-month period ended September 30, 2021 (Unaudited – Expressed in Canadian Dollars)

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option pricing model assuming a life expectancy of 2 years, risk-free rate of 0.33% and volatility of 100%.

As at September 30, 2021, the following share purchase warrants were outstanding:

	Number of		Remaining Life
ExpiryDate	Warrants	Exercise Price	(Years)
April 28, 2022	1,149,847	$ 0.22	0.58
December 1, 2021	1,909,189	$ 0.20	0.17
January 12, 2022	1,091,181	$ 0.20	0.28
May17,2023	200,000	$0.36	1.63
	4,350,217

e) Escrowed Shares and Warrants

As at September 30, 2021, 854,959 common shares and 226,470 share purchase warrants of the Company were held in escrow and a portion will be released every 6 months from November 5, 2021 until May 5, 2023.

10 SEGMENTED INFORMATION

As at September 30, 2021, the Company currently operates in one segment, being the acquisition and exploration and evaluation of resource assets located in Canada as described in Note 7.

11 SUBSEQUENT EVENTS

Subsequent to September 30, 2021, the Company entered into the following transactions:

• a) In October 2021, the Company sold 300,000 common shares of Exploits for net proceeds of $166,756.

• b) In October 2021, the Company paid $15,000 and issued 150,000 shares pursuant to the Middle Ridge Property option agreement.

• c) In October and November 2021, the Company issued 380,416 common shares pursuant to exercise of share purchase warrants for gross proceeds of $76,083.

• d) In October 2021, the Company purchased 10,000,000 units of Forty Pillars for a total of $1,000,000. Each unit is comprised of one common share and one share purchase warrant, with each warrant exercisable at $0.12 per share for 36 months after the closing date.

• e) In October 2021, the Company received a non-interest-bearing short-term loan of $1,000,000 from Crest for a 30-day term. In exchange, the Company will issue Crest a one-time bonus of 160,000

Notes to the Condensed Interim Consolidated Financial Statements For the three and six-month period ended September 30, 2021 (Unaudited – Expressed in Canadian Dollars)

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common shares. The loan has been repaid and the shares have been issued subsequent to September 30, 2021.

• f) In October 2021, the Company staked an additional claim block covering approximately 3,500 hectares within the Newfoundland Lithium Belt. This brings the Company’s total holdings to over 37,000 hectares for the NFLD Lithium Project.

• g) On October 1, 2021, the Company entered into an agreement to acquire a 100% interest in the prospective Lithium bearing Los Sapitos Property located in San Juan, Argentina from private vendors. Pursuant to the agreement, the Company will pay the vendors USD$50,000, issue 200,000 shares and incur USD$200,000 in exploration in year 1 of the agreement. The Company may continue to make 4 annual payments of USD$75,000, issue 200,000 shares and incur a total of USD$4,800,000 in expenditures over the four year period or in the event of a corporate re-organization of its Lithium assets to form a new company, the Company could then choose to issue 1,000,000 shares of newco or the number of common shares equal to $1,000,000. On November 8, 2021, the Company announced that it has been granted rights by the province of La Rioja, Argentina to explore an additional 21,000 hectares within the prospective lithium belt that extends from the Los Sapitos salar in San Juan north into La Rioja province, bringing the total of the two claim packages to over 47,000 hectares.

• h) On October 4, 2021, the Company entered into an assignment agreement with Forty Pillars to transfer to Forty Pillars a 100% interest in its Wishbone Property. Pursuant to the agreement, Forty Pillars will pay a total of $3,000,000, consisting of $1,000,000 cash and $2,000,000 promissory note with a three year term bearing interest at 5% per annum, payable monthly. Forty Pillars will also grant a 1% NSR royalty to the Company. Half of the NSR royalty (0.5%) can be purchased prior to commercial production for $1,000,000. Forty Pillars will also be obligated to make the remaining share issuances and cash payments under the original property agreement. The transaction is subject to the acceptance of the CSE.