Phenom Resources Corp. — Interim / Quarterly Report 2022

Apr 29, 2022

Interim Condensed Consolidated Financial Statements of

Phenom Resources Corp. ( formerly First Vanadium Corp.)

For the three months ended February 28, 2022 and February 28, 2021 (Unaudited, Expressed in Canadian dollars)

NOTICE OF NO AUDITOR REVIEW

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

The accompanying unaudited interim consolidated financial statements of the Company have been prepared by management and approved by the Audit Committee and Board of Directors of the Company.

The Company’s independent auditors have not performed a review of these consolidated financial statements in accordance with the standards established by the 'Chartered Professional Accountants of Canada for a review of interim financial statements by an entity’s auditors.

Phenom Resources Corp. (formerly First Vanadium Corp.) Condensed Interim Consolidated Statements of Financial Position As at February 28, 2022 and 2021

(Unaudited - Expressed in Canadian dollars)

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|||||
|---|---|---|---|
|Note|2022|2021|
|$|$|
|ASSETS|
|Current|
|Cash and cash equivalents|2,666,779|1,437,895|
|GST and other receivables|11,644|13,834|
|Prepaid expenses and deposits|70,639|105,168|
|2,749,062|1,556,897|
|Reclamation bonds|5|244,264|244,264|
|Exploration and evaluation assets|5|14,943,322|14,714,083|
|TOTAL ASSETS|17,936,648|16,515,244|
|LIABILITIES|
|Current|
|Accounts payable and accrued liabilities|501,028|1,273,287|
|SHAREHOLDERS' EQUITY|
|Share capital|6|23,199,866|23,148,716|
|Shares to be issued|6|2,350,000|-|
|Reserves|6|8,779,473|8,791,623|
|Deficit|(16,893,719)|(16,698,382)|
|17,435,620|15,241,957|
|TOTAL LIABILITIES & SHAREHOLDERS’ EQUITY|17,936,648|16,515,244|

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Nature of operations and going concern (Note 1) Commitments (Note 10) Subsequent events (Note 6 and Note 11)

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|||
|---|---|
|Approved on behalf of the Board:|
|“Michael Mracek”|“Paul S. Cowley”|
|Director – Michael Mracek|Director – Paul S. Cowley|

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

Phenom Resources Corp. (formerly First Vanadium Corp.) Condensed Interim Consolidated Statements of Loss and Comprehensive Loss For the three months ended February 28, 2022 and February 28, 2021

(Unaudited - Expressed in Canadian dollars)

	Note	2022	2021
		$	$
Audit, accounting and legal	7	50,446	33,063
Consulting fees	7	58,000	78,000
Depreciation		-	1,097
Exploration expenses		6,552	-
Foreign exchange loss		(9,180)	(6,535)
Investor relations and marketing		58,983	59,153
Office expenses		8,520	24,119
Transfer agent and filing fees		21,977	25,708
Travel and accommodation		387	41
		(195,685)	(214,646)
Interest income		348	1,679
Loss and comprehensive loss for the year		(195,337)	(212,967)
Basic and diluted lossper common share		(0.00)	(0.00)
Weighted average number of common shares
outstanding – basic and diluted		76,286,399	57,658,001

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

Phenom Resources Corp. (formerly First Vanadium Corp.) Condensed Interim Consolidated Statements of Cash Flows For the three months ended February 28, 2022 and February 29, 2021

(Unaudited - Expressed in Canadian dollars)

	February 28,	February 28,
	2022	2021
	$	$
Cash flows provided by (used in):
Operating activities
Loss for the period	(195,337)	(212,967)
Items not involving cash:
Lease asset and equipment depreciation	-	15,238
Equipment depreciation	-	1,097
Lease finance charges	-	87
Net changes in non-cash working capital items:
GST and other receivables	2,190	(25,102)
Prepaid expenses	34,529	15,825
Accounts payable and accrued liabilities	23,080	(130,936)
Cash used in operating activities	(135,538)	(336,758)
Investing activities
Exploration and evaluation asset expenditures	(1,024,578)	(1,104,687)
Financing activities
Proceeds from exercise of warrants	39,000	82,323
Shares to be issued	2,350,000	-
Lease payments	-	(5,784)
Cash provided by financing activities	2,389,000	76,539
Increase in cash and cash equivalents during the period	1,228,884	(1,364,906)
Cash and cash equivalents, beginning of period	1,437,895	1,688,911
Cash and cash equivalents, end ofperiod	2,666,779	324,005
Cash	2,666,779	224,005
Cash equivalents	-	100,000
Cash and cash equivalents	2,666,779	324,005

Supplemental disclosure with respect to cash flows (Note 9)

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

Phenom Resources Corp. (formerly First Vanadium Corp.) Condensed Interim Consolidated Statements of Changes in Equity For the three months ended February 28, 2022 and February 28, 2021

(Unaudited - Expressed in Canadian dollars)

	Common	Share		Shares to be
	shares	capital	Reserves	issued	Deficit	Total
	number	$	$	$	$	$
Balance – November 30, 2020	57,357,582	17,780,135	5,578,525	-	(13,932,668)	9,425,992
Shares issued for:
cash pursuant to exercise of warrants	316,625	109,880	(27,557)	-	-	82,323
Shares issued for exploration and				-
evaluation asset	250,000	115,000	-		-	115,000
Loss and comprehensive loss for the year	-	-	-	-	(212,967)	(212,967)
Balance – February 28, 2021	57,924,207	18,005,015	5,550,968	-	(14,145,635)	9,410,348
Shares issued for:
cash pursuant to private placement	15,000,000	4,157,361	1,842,639	-	-	6,000,000
cash pursuant to exercise of options	570,000	179,956	(73,331)	-	-	106,625
cash pursuant to exercise of warrants	2,600,525	895,476	(219,340)	-	-	676,136
Shares issued for exploration and				-
evaluation assets	150,000	63,000	-		-	63,000
Share issuance costs	-	(152,092)	52,866	-	-	(99,226)
Warrants issued for exploration and				-
evaluation assets	-	-	680,843		-	680,843
Commitment to issue shares – bonus shares	-	-	50,750	-	-	50,750
Share-based compensation	-	-	906,228	-	-	906,228
Loss and comprehensive loss for the year	-	-	-	-	(2,552,747)	(2,555,747)
Balance – November 30, 2021	76,244,732	23,148,716	8,791,623	-	(16,698,382)	15,241,957
Shares issued for:
cash pursuant to exercise of warrants	150,000	51,150	(12,150)	-	-	39,000
Shares to be issued				2,350,000		2,350,000
Loss and comprehensive loss for the period	-	-	-	-	(195,337)	(195,337)
Balance– February 28, 2022	76,394,732	23,199,866	8,779,473	2,350,000	(16,893,719)	17,435,620

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

Phenom Resources Corp. (formerly First Vanadium Corp.) Notes to the Condensed Interim Consolidated Financial Statements For the three months ended February 28, 2022 and February 28, 2021 (Unaudited - Expressed in Canadian dollars)

1. NATURE OF OPERATIONS AND GOING CONCERN

Phenom Resources Corp. (formerly First Vanadium Corp.) (the “Company” or “Phenom Resources”) is in the business of the acquisition, exploration and evaluation of mineral properties, and either joint venturing or developing these properties further or disposing of them when the evaluation is completed. The Company has an interest in properties located in Nevada and Arizona, USA. On September 20, 2018, the Company changed its name from Cornerstone Metals Inc. to First Vanadium Corp. On July 6, 2021, the Company changed its name from First Vanadium Corp. to Phenom Resources Corp. The Company is incorporated under the Business Corporations Act (British Columbia). The common shares of the Company trade on the TSX Venture Exchange (“TSX-V”) under the symbol “PHNM”. The Company’s corporate head office is located at 880-580 Hornby Street, Vancouver, British Columbia, Canada.

These condensed interim consolidated financial statements have been prepared on a going concern basis, which assumes that the Company will be able to meet its obligations and continue its operations for the next twelve months. Realization values may be substantially different from carrying values as shown and these consolidated financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern. Such adjustments could be material. At February 28, 2022, the Company had not yet achieved profitable operations, had a deficit of $16,893,719 (2021 - $16,698,382) since inception, a working capital of $2,248,034 (2021 - $283,610), and expects to incur further losses in the development of its business. These circumstances comprise a material uncertainty which may cast significant doubt about the Company’s ability to continue as a going concern. Therefore, the Company may be unable to realize its assets and discharge its liabilities in the normal course of business. The Company’s ability to continue as a going concern is dependent upon its ability to obtain the necessary financing to explore its exploration property interests and to meet its ongoing levels of corporate overhead and discharge its liabilities as they come due. Although the Company has been successful in the past in obtaining financing, there is no assurance that it will be able to obtain adequate financing in the future or that such financing will be on terms advantageous to the Company. Subsequent to February 28, 2022, the Company closed a private placement for gross proceeds of $3,000,000 (Note 11).

2. BASIS OF PRESENTATION

Statement of compliance

These condensed interim consolidated financial statements 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 interim financial statements, including IAS 34, Interim Financial Reporting. The condensed interim consolidated financial statements should be read in conjunction with the annual consolidated financial statements for the year ended November 30, 2021, which have been prepared in accordance with IFRS as issued by the IASB.

The Company uses the same accounting policies and methods of computations as in the annual consolidated financial statements for the year ended November 30, 2021.

These condensed interim consolidated financial statements were approved by the board of directors on April 29, 2022.

Basis of presentation

These condensed interim consolidated financial statements have been prepared on a historical cost basis, except for certain financial instruments which are measured at fair value. Additionally, these consolidated financial statements have been prepared using the accrual basis of accounting except for cash flow information.

3. FUTURE ACCOUNTING STANDARDS NOT YET EFFECTIVE

IAS 37–Provisions (“IAS 37”)

IAS 37 has been amended to clarify (i) the meaning of “costs to fulfil a contract”, and (ii) that, before a separate provision for an onerous contract is established, an entity recognizes any impairment loss that has occurred on assets used in fulfilling the contract, rather than on assets dedicated to that contract. These amendments are effective for periods beginning on or after January 1, 2022. The Company is currently assessing the impact of this amendment.

Phenom Resources Corp. (formerly First Vanadium Corp.) Notes to the Condensed Interim Consolidated Financial Statements For the three months ended February 28, 2022 and February 28, 2021 (Unaudited - Expressed in Canadian dollars)

IAS 1 –Presentation of Financial Statements (“IAS 1”)

IAS 1 has been amended to clarify how to classify debt and other liabilities as either current or non-current. The amendment to IAS 1 is effective for the years beginning on or after January 1, 2023. The Company is currently assessing the impact of this amendment.

4. CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS

The Company uses the same accounting estimates and judgements as in the annual consolidated financial statements for the year ended November 30, 2021.

5. EXPLORATION AND EVALUATION ASSETS

	Carlin Gold-	South Carlin	SMOKE	Total
	Vanadium	Section 22	Property
	$	$	$	$
Balance as at November 30, 2021	14,438,440	193,845	81,798	14,714,083
Deferred exploration expenditures
Assaying	17,437	-	80,898	98,335
Consulting	16,471	-	34,187	50,658
Drilling	-	-	9,346	9,346
Licenses, permits and fees	32,161	-	-	32,161
Surveying	3,937	-	-	3,937
Other	19,769	-	15,033	34,802
	89,775	-	139,465	229,239
Balance as at February 28, 2022	14,528,215	193,845	221,262	14,943,322

Carlin Gold-Vanadium Property, Nevada

On September 22, 2017 the Company entered into an assignment agreement with America’s Gold Exploration Inc. (“AGEI”). Pursuant to the assignment agreement, AGEI assigned to the Company all of AGEI’s interest in an option agreement between AGEI and Golden Predator US Holding Corp. (“GPUS”) dated June 14, 2017 as amended September 12, 2017. The option agreement grants to Phenom Resources the option to acquire a 100% interest in the Carlin GoldVanadium Project (the “Property”) located in Elko Nevada.

During the year ended November 30, 2021, the Company amended the option agreement between AGEI and GPUS. The amendment focused on the extension of the Net Smelter Return (“NSR”) buy out. To compensate for the extension, the Company paid part of the remaining $1,910,000 earlier and was required to issue 1,000,000 common share purchase warrants within 3 business days of TSX Venture Exchange approval. Each warrant will be exercisable for one common share at a purchase price of CAD$0.75 per share for a period of five years from the date of issuance (issued on July 9, 2021). The value of $680,843 attributed to the warrants was estimated using the Black-Scholes pricing model with the following weighted average assumptions: share price - $0.83; exercise price - $0.75; risk-free rate – 0.96%; expected life – 5.0 years; expected volatility – 116%; and expected dividends – nil.

The Company under the new amendment has the right to purchase the total underlying 2% royalty at any time on or before June 30, 2023 (the “Royalty Purchase Payment Deadline”) upon payment of $4,000,000. The Royalty Purchase Payment Deadline may be extended in one year increments for up to four additional years upon the payment of $250,000 per year due on or before each of June 30, 2023, 2024, 2025 and 2026.

Phenom Resources Corp. (formerly First Vanadium Corp.) Notes to the Condensed Interim Consolidated Financial Statements For the three months ended February 28, 2022 and February 28, 2021 (Unaudited - Expressed in Canadian dollars)

The total consideration applicable to Phenom Resources’ acquisition of the Property under the assignment agreement with AGEI is as follows:

• US$15,000 on execution of the LOI (paid on September 1, 2017)

• Pay US$35,000 (paid on November 9, 2017) and issue 1,000,000 common shares (issued on November 8, 2017) on the Closing Date of the Agreement

• Issue 1,000,000 common shares on the date that is one year from the Closing Date (issued on October 15, 2018).

The consideration applicable to Phenom Resources’ acquisition of the Property under the option agreement with GPUS is as follows:

• Pay US$15,000 on June 14, 2017 (paid by AGEI prior to the assignment agreement);

• Pay US$25,000 by June 14, 2018 (paid on May 28, 2018);

• Pay US$50,000 by June 14, 2019 (paid on May 22, 2019);

• Pay US$955,000 by July 30, 2021 (paid on July 15, 2021); and

• Pay US$955,000 by June 30, 2022.

In addition, the Company is required to incur $1,022,000 in exploration expenditures on the property as follows:

• US$50,000 on or before December 15, 2017 (completed);

• US$125,000 on or before December 15, 2018 (completed);

• US$225,000 on or before December 15, 2019 (completed);

• US$250,000 on or before December 15, 2020 (completed);

• US$250,000 on or before December 15, 2021 (completed); and

• US$122,000 on or before June 14, 2022 (completed).

The Company purchased the 1.5% NSR from AGEI and adopted certain amendments to the assignment agreement for 1,300,000 common shares (issued on December 5, 2018 with a fair value of $1,222,000).

On January 17, 2019, the Company entered into an Access and Mineral Lease Agreement which increased mineral rights adjacent to the Carlin Gold-Vanadium property (referred to as the “Cole Creek Property”). Under the terms of the Access and Mineral Lease Agreement the Company paid the lessor US$50,000 on signing (paid) and is required to pay an additional US$20,000 annually for the lease.

In addition, the Company is to incur an aggregate of US$100,000 in expenditures before January 19, 2022. In the event the Company commences mining operations on the Cole Creek Property, the annual payments will be replaced with a 5% NSR royalty in favour of the lessor. The lessor also owns or has rights to certain lands containing roads which the Company wishes to use for access to the Cole Creek Property and the Carlin Gold-Vanadium property. The Access and Mineral Lease Agreement grants to the Company the right to access such lands and roads for a payment of US$15,000 (paid) on signing and US$5,000 annually which will terminate at the Company’s start of development and mining operations. The Company has the right to terminate the lease portion of the agreement without termination of the road access portion of the agreement.

The Company has paid $202,797 (US$157,424) (November 30, 2021 - $202,797 (US$157,424)) into reclamation bonds for the Carlin Gold-Vanadium Property.

South Carlin Section 22 Property, Nevada

On July 12, 2021, the Company, through its wholly-owned subsidiary, Copper One USA, Inc., signed a property option agreement with two private vendors pursuant to acquire a 100% interest in 36 unpatented mining claims located one mile north of the Company’s Carlin Gold-Vanadium Property on the Carlin Gold Trend of Nevada, commonly referred to as the South Carlin Section 22 Property.

Phenom Resources Corp. (formerly First Vanadium Corp.) Notes to the Condensed Interim Consolidated Financial Statements For the three months ended February 28, 2022 and February 28, 2021 (Unaudited - Expressed in Canadian dollars)

This new property (“Section 22”) is located along the interpreted north-south trending structural corridor that is present within and passing through the Carlin Gold-Vanadium Property located to the south. With this acquisition, Phenom controls 3 of 4 square miles of the structural trend, with the one intervening square mile controlled by Nevada Gold Mines, the Barrick/Newmont Joint Venture.

Pursuant to the Option Agreement, in order to fully exercise its option and acquire the property, the Company will pay an aggregate of US$920,000 as follows:

• US$70,000 on signing (paid);

• US$100,000 on or before June 3, 2022;

• US$200,000 on or before June 3, 2023;

• US$250,000 on or before June 3, 2024; and

• US$300,000 on or before June 3, 2025

In addition, the Company is required to incur an aggregate of US$1,000,000 in exploration expenditures on the property over the next four years as follows:

• US$100,000 on or before June 3, 2022;

• US$200,000 on or before June 3, 2023;

• US$200,000 on or before June 3, 2024; and

• US$500,000 on or before June 3, 2025

The vendors will also retain an aggregate 4% NSR on any mineral products derived from the property.

The Company has paid $12,850 (US$9,752) (November 30, 2021 - $12,850 (US$9,752)) into reclamation bonds for the South Carlin Section 22 Property.

SMOKE Property, Nevada

On October 27, 2021, the Company signed a three-year option agreement with Nevada Gold Ventures, LLC (“Nevada Gold”), whereby the Company has the option to acquire a 100% interest in the SMOKE Property. As consideration for the property, the Company will make cash payments of US$10,000 and issue 600,000 common shares to Nevada Gold as follows:

• Pay US$10,000 on signing of the Option Agreement (paid on November 12, 2021);

• Issue 150,000 common shares on receipt of approval from TSX Venture Exchange (“TSX-V”) (issued on November 16, 2021 and with a fair value of at $63,000);

• Issue an additional 150,000 common shares on or before November 15, 2022;

• Issue an additional 150,000 common shares on or before November 15, 2023; and

• Issue an additional 150,000 common shares on or before November 15, 2024

In addition, the Company is required to incur US$500,000 in exploration expenditures on the property over the next three years as follows:

• US$100,000 on or before November 15, 2022;

• US$200,000 on or before November 15, 2023; and

• US$200,000 on or before November 15, 2024

Nevada Gold will retain a 3% NSR on any mineral products derived from the SMOKE Property. Phenom will have the right to purchase up to a 2% NSR for US$1,000,000 for each 1% NSR prior to commencing commercial production, leaving Nevada Gold with a 1% NSR.

Phenom Resources Corp. (formerly First Vanadium Corp.) Notes to the Condensed Interim Consolidated Financial Statements For the three months ended February 28, 2022 and February 28, 2021 (Unaudited - Expressed in Canadian dollars)

The Company has paid $10,517 (US$8,153) (November 30, 2021 - $10,517 (US$8,153)) into a reclamation bond for the SMOKE Property.

West Jerome, Arizona

On August 22, 2013, the Company acquired all of the issued and outstanding shares of CO USA. The acquisition included an undivided 100% interest in West Jerome located in Arizona. The property is subject to a 1.5% NSR to one party and a 0.5% NSR to another party.

During the year ended November 30, 2021 the Company paid $37,161 (2020 - $22,630) in permitting and geophysical consulting fees to keep the West Jerome property in good standing. These costs have been expensed as exploration costs on the statement of loss and comprehensive loss as the costs that had been previously capitalized were written off.

Other

As at February 28, 2022, the Company holds a total of $9,000 (November 30, 2021 - $9,000) into a reclamation bond related to its previously held Spences Bridge prospect.

6. SHARE CAPITAL

• a) Authorized: Unlimited common shares without par value

• b) Financing:

Subsequent to February 28, 2022 the Company closed a private placement of 6,000,000 units at a price of $0.50 per unit for gross proceeds of $3,000,000. Each unit is comprised of one common share and one warrant. Each warrant entitles the holder to purchase one common share for period of four years at a price of $0.75.The Company had received $2,350,000 proceeds prior to February 28, 2022. (Note 11)

For the three months ended February 28, 2022

During the three months ended February 28, 2022, a total of 150,000 warrants with an exercise price of $0.26 per share were exercised for gross proceeds of $39,000. The fair value of the warrants of $12,150 was reclassified from reserves to share capital.

For the three months ended February 28, 2021

During the three months ended February 28, 2021, a total of 316,625 warrants with an exercise price of $0.26 per share were exercised for gross proceeds of $144,895. The fair value of the warrants of $27,557 was reclassified from reserves to share capital.

• c) Stock options:

• Stock option plan

The Company has adopted a stock option plan which authorizes the grant of up to 10% of the issued and outstanding shares as incentive stock options to directors, officers, insiders, employees and other service providers to the Company. The stock option plan limits the number of incentive stock options which may be granted to any one individual to not more than 5% of the total issued shares of the Company in any 12-month period. The number of incentive stock options granted to any one consultant or a person employed to provide investor relations activities in any 12-month period must not exceed 2% of the total issued shares of the Company. The options granted under the stock option plan vest immediately, unless otherwise elected by the Board of Directors.

Phenom Resources Corp. (formerly First Vanadium Corp.) Notes to the Condensed Interim Consolidated Financial Statements For the three months ended February 28, 2022 and February 28, 2021 (Unaudited - Expressed in Canadian dollars)

The balance of fully exercisable options outstanding and related information for three months ended February 28, 2022 are as follows:

		Weighted
		Average	Weighted
	Options	Exercise Price	Average Life
	Outstanding	Per Share	(Years)
Balance, November 30, 2020	4,460,000	$0.36	3.02
Granted	1,890,000	$0.58
Exercised	(570,000)	$0.19
Cancelled	(400,000)	$0.68
Balance, November 30, 2021	5,380,000	0.43	3.06
Balance, February 28, 2022	5,380,000	0.43	2.81

As at February 28, 2022, the Company had the following fully exercisable options outstanding:

	Exercise	Options outstanding and
Expiry Date	Price	exercisable
October 25, 2022	$0.30	395,000
November 9, 2022	$0.31	200,000
January 22, 2023	$0.30	10,000
April 6, 2023	$0.26	100,000
April 6, 2023	$0.56	720,000
July 30, 2023	$0.26	150,000
October 23, 2023	$0.26	100,000
October 30, 2023	$0.26	100,000
March 18, 2024	$0.26	245,000
March 18, 2024	$0.60	45,000
November 8, 2024	$0.25	100,000
November 18, 2024	$0.25	100,000
August 5, 2025	$0.32	1,225,000
March 18, 2026	$0.40	50,000
May 13, 2026	$0.59	1,840,000
		5,380,000

Subsequent to February 28, 2022 a total of 50,000 stock options at an exercise price of $0.40 were exercised for gross proceeds of $20,000.

Phenom Resources Corp. (formerly First Vanadium Corp.) Notes to the Condensed Interim Consolidated Financial Statements For the three months ended February 28, 2022 and February 28, 2021 (Unaudited - Expressed in Canadian dollars)

• d) Warrants:

The balance of warrants outstanding and related information for the three months ended February 28, 2022 were as follows:

		Weighted
		Average	Weighted
	Warrants	Exercise Price	Average
	Outstanding	(per share)	Life (years)
Balance, November 30, 2020	14,061,317	$0.36	2.35
Issued	8,650,325	$0.57
Exercised	(2,917,150)	$0.26
Balance, November 30, 2021	19,794,492	$0.46	1.89
Exercised	(150,000)	$0.26
Balance, February 28, 2022	19,644,492	$0.49	1.74

As at February 28, 2022, the Company had the following warrants outstanding:

	Exercise
Expiry Date	Price	Warrants outstanding
June 6, 2022	$0.65	2,125,500
July 3, 2022	$0.65	1,312,000
July 9, 2023	$0.26	7,556,667
May 5, 2024	$0.55	6,977,325
May 12, 2024	$0.55	673,000
July 9, 2026	$0.75	1,000,000
		**19,644,492 **

Subsequent to February 28, 2022 a total of 433,333 warrants at an exercise price of $0.26 and 70,000 warrants at an exercise price of $0.60 were exercised for gross proceeds of $127,833.

7. RELATED PARTY TRANSACTIONS

Key management personnel are the persons responsible for the 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’s key management personnel include all directors, officers and companies associated with them including the following:

• Buena Tierra Development Ltd (“Buena Tierra”), a company owned by Paul Cowley, the President, Chief Executive Officer and a director of the Company.

Compensation paid or payable to key management personnel for services provided during the three months ended February 28, 2022 and February 28, 2021 was as follows:

	2022	2021
	$	$
Accounting fees	7,633	4,763
Consulting fees	45,000	45,000
Deferred exploration expenditure-consulting	1,581	1,914
	54,214	51,677

As at February 28, 2022, accounts payable and accrued liabilities include $217,060 (November 30, 2021 – $215,760) due to officers of the Company and/or companies controlled by officers of the Company. The amounts are non-interest bearing,

Phenom Resources Corp. (formerly First Vanadium Corp.) Notes to the Condensed Interim Consolidated Financial Statements For the three months ended February 28, 2022 and February 28, 2021 (Unaudited - Expressed in Canadian dollars)

unsecured and have no specific terms of repayment. A total of $153,010 owing to a related party balance relates to bonus payments earned by an officer and director of the Company. The payment will be deferred until such time as the Company’s Board of Directors approves payment.

As at February 28, 2022, amounts receivable include $2,203 (November 30, 2021 – $2,203) due from a director of the Company. The amounts are non-interest bearing, unsecured and have no specific terms of repayment.

As at February 28, 2022, the Company has a commitment to issue 87,500 common shares to an officer and director of the Company. The shares are valued at $50,750 and are included in reserves in shareholders’ equity.

8. SEGMENTED INFORMATION

The Company has identified its operating segments based on the internal reports that are reviewed and used by the chief executive officer and the executive management in assessing performance and in determining the allocation of resources. The Company considers the business from a geographic perspective and assesses the performance of the operating segments based on measures such as net property and equipment as well as operational results.

Operating Segment

The Company’s operations are limited to a single industry segment, being the acquisition, exploration and development of mineral properties.

Geographic Segments

As at February 28, 2022 the Company’s operations and assets are located in Canada and the USA. By geographic areas, the Company’s losses for the three months ended February 28, 2022 and February 28, 2021 are as follows:

	2022	2021
	$	$
Canada	183,000	198,209
USA	12,337	14,758
	195,337	212,967

By geographic areas, the Company’s non-current assets as at February 28, 2022 and November 30, 2021 are as follows:

	2022	2021
	$	$
Canada	9,000	9,000
USA	15,178,586	14,949,347
	15,187,586	14,958,347

9. SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS

Non-cash investing and financing activities that do not have a direct impact on current cash flows are excluded from the statements of cash flows. During the three months ended February 28, 2022 and February 28, 2021, non-cash financing and investing activities included:

• $12,150 (2021 - $27,557) was reclassified from reserves to share capital on the exercise of warrants;

• 206,759 (November 30, 2021 - $1,002,098) in accounts payable and accrued liabilities related to exploration and evaluation assets;

Phenom Resources Corp. (formerly First Vanadium Corp.) Notes to the Condensed Interim Consolidated Financial Statements For the three months ended February 28, 2022 and February 28, 2021 (Unaudited - Expressed in Canadian dollars)

10. COMMITMENTS

The following table summarizes the contractual maturities of the Company’s significant financial liabilities and capital commitments, including contractual obligations for the years ended November 30 indicated:

	2022	2023	2024	2025	2026	Total
	$	$	$	$	$	$
Accounts payable and accrued
liabilities	501,028	-	-	-	-	501,028
Consulting agreement obligations	135,000	180,000	180,000	180,000	180,000	855,000
Exploration obligations(1)	1,593,599	793,625	857,115	1,047,585	31,745	4,323,669
	2,229,627	973,625	1,037,115	1,227,585	211,745	5,679,697

(1) Exploration obligations include all option payments, mineral access, mineral lease, and exploration expenditure obligations for the Company's mineral properties.

11. SUBSEQUENT EVENT

Subsequent to February 28, 2022, the Company closed a private placement of 6,000,000 units at a price of $0.50 per unit for gross proceeds of $3,000,000. Each unit is comprised of one common share and one warrant. Each warrant entitles the holder to purchase one common share for period of four years at a price of $0.75.