Phenom Resources Corp. — Interim / Quarterly Report 2023

Oct 30, 2023

Interim Condensed Consolidated Financial Statements of

Phenom Resources Corp.

For the three and nine months ended August 31, 2023 and 2022 (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. Condensed Interim Consolidated Statements of Financial Position As at August 31, 2023 and 2022

(Unaudited - Expressed in Canadian dollars)

	Note	August 31,	November 30,
		2023	2022
		$	$
ASSETS
Current
Cash		819,410	573,655
GST receivable		4,249	28,735
Prepaid expenses and deposits		14,011	55,223
		837,670	657,613
Reclamation bonds	4	250,286	250,286
Exploration and evaluation assets	4	17,749,029	17,816,186
TOTAL ASSETS		18,836,985	18,724,085
LIABILITIES
Current
Accounts payable and accrued liabilities	6	304,902	520,181
SHAREHOLDERS' EQUITY
Share capital	5	28,546,573	26,410,704
Reserves	5	10,357,732	10,519,203
Deficit		(20,372,222)	(18,726,003)
		18,532,083	18,203,904
TOTAL LIABILITIES & SHAREHOLDERS’ EQUITY		18,836,985	18,724,085
Nature of operations and going concern (Note 1)
Commitments (Note 9)
Subsequent event (Note 10)

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

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

Phenom Resources Corp.

Condensed Interim Consolidated Statements of Loss and Comprehensive Loss For the three and nine months ended August 31, 2023 and August 31, 2022

(Unaudited - Expressed in Canadian dollars)

		Three months ended	Three months ended	Nine months ended	Nine months ended
			August 31		August 31
	Note	2023	2022	2023	2022
		$	$	$	$
Audit, accounting and legal	6	43,009	58,528	137,329	144,962
Consulting fees	6	48,000	51,489	144,000	157,489
Exploration expenses		22,227	21,259	23,288	30,333
Foreign exchange gain/(loss)		3,192	(18,320)	2,115	(38,403)
Investor relations and marketing		70,492	153,104	155,788	310,143
Office expenses		14,880	19,870	47,391	38,086
Stock based compensation	6	-	-	404,412	-
Transfer agent and filing fees		21,171	12,636	69,497	56,413
Travel and accommodation		18,105	2,226	32,211	3,527
		(241,076)	(300,792)	(1,016,031)	(702,550)
Interest income		494	1,831	1,984	3,348
Write-down on exploration and evaluation
assets	4	-	-	(632,172)	-
Loss and comprehensive loss for the
period		(240,582)	(298,961)	(1,646,219)	(699,202)
Basic and diluted lossper common share		(0.00)	(0.00)	(0.02)	(0.01)
Weighted average number of common
shares outstanding – basic and diluted		93,072,926	82,948,065	90,704,575	80,649,689

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

Phenom Resources Corp.

Condensed Interim Consolidated Statements of Cash Flows For the nine months ended August 31, 2023 and August 31, 2022

(Unaudited - Expressed in Canadian dollars)

	August 31,	August 31,
	2023	2022
	$	$
Cash flows provided by (used in):
Operating activities
Loss for the period	(1,646,219)	(699,202)
Items not involving cash:
Share-based compensation	404,412	-
Write-down on exploration and evaluation assets	632,172	-
Net changes in non-cash working capital items:
GST receivable	24,486	(9,872)
Prepaid expenses and deposits	41,212	(2,027)
Accounts payable and accrued liabilities	(58,620)	(53,265)
Cash used in operating activities	(602,557)	(764,366)
Investing activities
Exploration and evaluation asset expenditures	(679,674)	(3,642,418)
Reclamation bond	-	(6,022)
Cash used in investing activities	(679,674)	(3,648,440)
Financing activities
Proceeds from private placement	-	3,000,000
Proceeds from exercise of options	92,500	20,000
Proceeds from exercise of warrants	1,435,486	197,167
Shares to be issued	-	160,000
Share issuance costs	-	(18,553)
Cash provided by financing activities	1,527,986	3,358,614
Increase in cash and cash equivalents during the period	245,755	(1,054,192)
Cash and cash equivalents, beginning of period	573,655	1,437,895
Cash and cash equivalents, end ofperiod	819,410	383,703

Supplemental disclosure with respect to cash flows (Note 8)

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

Phenom Resources Corp. Condensed Interim Consolidated Statements of Changes in Equity For the nine months ended August 31, 2023 and August 31, 2022

(Unaudited - Expressed in Canadian dollars)

	Common	Share	Shares to be
	shares	capital	issued	Reserves	Deficit	Total
	number	$	$	$	$	$
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 private placement	6,000,000	1,645,075	-	1,354,925	-	3,000,000
cash pursuant to exercise of options	50,000	39,945	-	(19,945)	-	20,000
cash pursuant to exercise of warrants	653,333	253,027	-	(55,860)	-	197,167
Shares to be issued	-	-	160,000	-	-	160,000
Share issuance costs – cash	-	(18,553)	-	-	-	(18,553)
Loss and comprehensive loss	-	-	-	-	(699,202)	(699,202)
Balance – August 31, 2022	82,948,065	25,068,210	160,000	**10,070,743 **	(17,397,584)	17,901,369
Shares issued for:
cash pursuant to private placement	6,097,000	1,380,640	-	448,460	-	1,829,100
Share issuance costs	-	(38,146)	-	-	-	(38,146)
Shares to be issued	-	-	(160,000)	-	-	(160,000)
Loss and comprehensive loss	-	-	-	-	(1,328,419)	(1,328,419)
Balance – November 30, 2022	89,045,065	26,410,704	-	**10,519,203 **	(18,726,003)	18,203,904
Shares issued for:
cash pursuant to exercise of options	350,000	160,424	-	(67,924)	-	92,500
cash pursuant to exercise of warrants	5,521,099	1,882,695	-	(447,209)	-	1,435486
Shares issued for bonus	87,500	50,750	-	(50,750)	-	-
Property options – Nevada Gold	150,000	42,000	-	-	-	42,000
Share-based compensation	-	-	-	404,412	-	404,412
Loss and comprehensive loss	-	-	-	-	(1,646,219)	(1,646,219)
Balance– August 31, 2023	95,153,664	28,546,573	-	**10,357,732 **	(20,372,222)	18,532,083

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

Phenom Resources Corp. Notes to the Condensed Interim Consolidated Financial Statements For the nine months ended August 31, 2023 and August 31, 2022 (Unaudited - Expressed in Canadian dollars)

1. NATURE OF OPERATIONS AND GOING CONCERN

Phenom Resources 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. 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 1100-1199 W. Hastings 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 condensed interim 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 August 31, 2023, the Company had not yet achieved profitable operations, had a deficit of $20,372,222 (November 30, 2022 - $18,726,003) since inception, a working capital of $532,768 (November 30, 2022 –$137,432), 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.

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, 2022, 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, 2022.

These condensed interim consolidated financial statements were approved by the board of directors on October 30, 2023.

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. 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, 2022.

Phenom Resources Corp. Notes to the Condensed Interim Consolidated Financial Statements For the nine months ended August 31, 2023 and August 31, 2022

(Unaudited - Expressed in Canadian dollars)

4. EXPLORATION AND EVALUATION ASSETS

	Carlin Gold-	South Carlin	SMOKE	Crescent
	Vanadium	Section 22	Property	Valley	Total
	$	$	$	$	$
Balance as at November 30, 2021	14,138,227	494,058	81,798	-	14,714,083
Acquisition expenditures – cash	1,223,702	128,523	-	-	1,352,225
Acquisition expenditures – staking	-	-	12,939	-	12,939
Deferred exploration expenditures
Assaying	245,830	-	180,055	-	425,885
Consulting	161,759	1,263	40,710	-	203,732
Drilling	1,132,201	-	420,109	-	1,552,310
Licenses, permits and fees	32,161	-	-	-	32,161
Surveying	10,139	-	25,737	-	35,876
Other	239,995	8,328	87,062	-	335,385
	3,045,787	138,114	766,612	-	3,950,513
Write-down	-	-	(848,410)	-	(848,410)
Balance as at November 30, 2022	17,184,014	632,172	-	-	17,816,186
Acquisition expenditures – cash	330,365	-	-	13,520	343,885
Acquisition expenditures – shares	-	-	-	42,000	42,000
Deferred exploration expenditures
Assaying	17,894	-	-	-	17,894
Consulting	14,206	-	-	-	14,206
Drilling	689	-	-	-	689
Licenses, permits and fees	33,554	-	-	-	33,554
Surveying	-	-	-	-	-
Other	103,784	-	-	9,003	112,787
	500,492	-	-	64,523	565,015
Write-down		(632,172)			(632,172)
Balance as at August 31, 2023	17,684,506	-	-	64,523	17,749,029

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.

Phenom Resources Corp. Notes to the Condensed Interim Consolidated Financial Statements For the nine months ended August 31, 2023 and August 31, 2022 (Unaudited - Expressed in Canadian dollars)

Under the amendment, the Company 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.

On June 27, 2022, the Company announced it has completed all work commitments and option payments, including the final US$955,000 cash payment, under its option agreement to acquire the Carlin Gold-Vanadium Project. The Company now owns 100% of the Carlin Gold-Vanadium Project subject to a 2% NSR royalty which may be purchased by the Company at any time on or before June 30, 2027, for US$4,000,000 and up to four annual payments of US$250,000. On July 10, 2023 a payment of US$250,000 was made.

The total consideration applicable to Phenom Resources’ acquisition of the Property under the assignment agreement with AGEI was 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; and

• 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. (paid on June 17, 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.

Phenom Resources Corp. Notes to the Condensed Interim Consolidated Financial Statements For the nine months ended August 31, 2023 and August 31, 2022 (Unaudited - Expressed in Canadian dollars)

In addition, the Company is to incur an aggregate of US$100,000 in expenditures before January 19, 2022 (completed). 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 favor 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 (paid) 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 signed a definitive offtake agreement with the private Japanese battery company, MK Plus Co, Ltd. (“MK Plus”). The Company will commit to providing 20% of its future Carlin Vanadium project concentrates to MK Plus at fair market value. In exchange for this commitment, MK Plus will issue the Company 5% of MK Plus’s issued and outstanding shares. As at August 31, 2023 the shares have not been issued. The Company’s interest will be non-dilutive until MK Plus’s market valuation exceeds US$500,000,000 after which the Company’s interest may be diluted but will not fall below 3%.

As at August 31, 2023, the Company holds a total of $202,797 (US$157,424) (November 30, 2022 - $202,797 (US$157,424)) in reclamation bonds for the Carlin Gold-Vanadium Property.

Crescent Valley, Nevada

On April 26, 2023, 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 Crescent Valley 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);

• Issue 150,000 common shares on receipt of approval from TSX Venture Exchange (“TSX-V”) (issued June 27, 2023 at fair value of $42,000);

• Issue an additional 150,000 common shares on or before April 26, 2024;

• Issue an additional 150,000 common shares on or before April 26, 2025; and

• Issue an additional 150,000 common shares on or before April 26, 2026

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 April 26, 2024;

• US$200,000 on or before April 26, 2025; and

• US$200,000 on or before April 26, 2026

Nevada Gold will retain a 2% NSR on any mineral products derived from the Crescent Valley Property. The Company 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.

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 (“Section 22”).

Phenom Resources Corp. Notes to the Condensed Interim Consolidated Financial Statements For the nine months ended August 31, 2023 and August 31, 2022 (Unaudited - Expressed in Canadian dollars)

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 (paid);

• 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; (completed)

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

• 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.

As at August 31, 2023, the Company holds a total of $12,850 (US$9,752) (November 30, 2022 - $12,850 (US$9,752)) in reclamation bonds for the South Carlin Section 22 Property.

On April 3, 2023, the Company terminated its option agreement. Accordingly, the Company recorded a write-down of exploration and evaluation asset of $632,172 for the nine months ended August 31, 2023.

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 (paid), issue 600,000 common shares to Nevada Gold (150,000 issued), and incur US$500,000 in exploration expenditures on the property over the next three years (completed).

As at August 31, 2023, the Company holds a total of $16,539 (US$12,787) (November 30, 2022 - $16,539 (US$12,787)) in reclamation bonds for the SMOKE Property.

On November 15, 2022, the Company terminated its option agreement. Accordingly, the Company recorded a write-down of exploration and evaluation asset of $848,410 for the year ended November 30, 2022.

AVP Property, Nevada

As at August 31, 2023, the Company holds a total of $9,100 (US$7,554) (November 30, 2022 - $9,100 (US$7,554)) in reclamation bonds for the AVP 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.

Other

As at August 31, 2023, the Company holds $9,000 (November 30, 2022 - $9,000) of reclamation bonds related to its previously held Spences Bridge prospect.

Phenom Resources Corp. Notes to the Condensed Interim Consolidated Financial Statements For the nine months ended August 31, 2023 and August 31, 2022 (Unaudited - Expressed in Canadian dollars)

5. SHARE CAPITAL

• a) Authorized: Unlimited common shares without par value.

• b) Financing:

For the nine months ended August 31, 2023

During the nine months ended August 31, 2023, a total of 5,521,099 warrants with an exercise price of $0.26 per share were exercised for gross proceeds of $1,435,485. The fair value of the warrants of $447,209 was reclassified from reserves to share capital.

During the nine months ended August 31, 2023 a total of 150,000 options with an exercise price of $0.26 per share, 50,000 options with an exercise price of $0.32 per share and 150,000 options with an exercise price of $0.17 per share were exercised for gross proceeds of $92,500. The fair value of the stock options of $67,924 was reclassified from reserves to share capital.

During the nine months ended August 31, 2023 a total of 150,000 common shares were issued in related to the Crescent Valley property valued at $42,000.

For the nine months ended August 31, 2022

During the nine months ended August 31, 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 value of $1,354,925 attributed to the warrants was estimated using the Black-Scholes pricing model with the following weighted average assumptions: share price - $0.63; exercise price - $0.75; risk-free rate – 1.55%; expected life – 4.0 years; expected volatility – 97.88%; and expected dividends – nil. Additionally, in connection with the private placement, the Company incurred $18,553 in cash share issuance costs.

During the nine months ended August 31, 2022, a total of 583,333 warrants with an exercise price of $0.26 per share and a total of 70,000 warrants with an exercise price of $0.65 were exercised for gross proceeds of $197,167. The fair value of the warrants of $55,860 was reclassified from reserves to share capital.

During the nine months ended August 31, 2022, a total of 50,000 options with an exercise price of $0.40 per share were exercised for gross proceeds of $20,000. The fair value of the stock options of $19,945 was reclassified from reserves to share capital.

Phenom Resources Corp.

Notes to the Condensed Interim Consolidated Financial Statements For the nine months ended August 31, 2023 and August 31, 2022

(Unaudited - Expressed in Canadian dollars)

c) Stock options:

The balance of fully exercisable options outstanding and related information for nine months ended August 31, 2023 are as follows:

are as follows:
		Weighted
		Average	Weighted
	Options	Exercise Price	Average Life
	Outstanding	(per share)	(Years)
Balance, November 30, 2021	5,380,000	$0.43	3.06
Exercised	(50,000)	$0.40
Expired	(595,000)	$0.30
Balance, November 30, 2022	4,735,000	$0.45	2.32
Granted	1,075,000	$0.37
Exercised	(350,000)	$0.27
Expired	(780,000)	$0.53
Balance, August 31, 2023	4,680,000	$0.43	2.68

As at August 31, 2023, the Company had the following fully exercisable options outstanding:

	Exercise	Options outstanding and
Expiry Date	Price	exercisable
October 23, 2023(1)	$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	1,175,000
May 13, 2026	$0.59	1,840,000
March 11, 2023	$0.37	1,075,000
		4,680,000

(1) Subsequent to August 31, 2023 these options expired unexercised

d) Warrants:

The balance of warrants outstanding and related information for the nine months ended August 31, 2023 were as follows:

		Weighted
		Average	Weighted
	Warrants	Exercise Price	Average Life
	Outstanding	(per share)	(Years)
Balance, November 30, 2021	19,794,492	$0.46	1.89
Issued	9,048,500	$0.67
Exercised	(653,333)	$0.30
Expired	(3,367,500)	$0.65
Balance, November 30, 2022	24,822,159	$0.52	1.91
Exercised	(5,521,099)	$0.26
Expired	(1,602,232)	$0.26
Balance, August 31, 2023	17,698,828	$0.62	1.68

Phenom Resources Corp.

Notes to the Condensed Interim Consolidated Financial Statements For the nine months ended August 31, 2023 and August 31, 2022

(Unaudited - Expressed in Canadian dollars)

As at August 31, 2023, the Company had the following warrants outstanding:

	Exercise
Expiry Date	Price	Warrants outstanding
May 5, 2024	$0.55	6,977,325
May 12, 2024	$0.55	673,000
October 21, 2025	$0.50	2,045,169
November 10, 2025	$0.50	1,003,334
March 3, 2026	$0.75	6,000,000
July 9, 2026	$0.75	1,000,000
		17,698,828

6. 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 and nine months ended August 31, 2023 and 2022 was as follows:

	Three	months ended	Nine	months ended
		August 31,		August 31,
	2023	2022	2023	2022
	$	$	$	$
Accounting fees	4,169	5,000	24,836	20,983
Consulting fees	45,000	45,000	135,000	135,000
Deferred exploration expenditure-consulting	-	21,375	-	31,843
	49,169	71,375	159,836	187,826

As at August 31, 2023, accounts payable and accrued liabilities include $176,570 (November 30, 2022 – $170,026) due to officers of the Company and/or companies controlled by officers of the Company. The amounts are non-interest bearing, unsecured and have no specific terms of repayment. A total of $132,010 (November 30, 2022 - $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.

On December 28, 2022 the Company issued 87,500 common shares to an officer and director of the Company. The shares are valued at $50,750.

7. 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.

Phenom Resources Corp. Notes to the Condensed Interim Consolidated Financial Statements For the nine months ended August 31, 2023 and August 31, 2022

(Unaudited - Expressed in Canadian dollars)

Geographic Segments

As at August 31, 2023 the Company’s operations and assets are located in Canada and the USA. By geographic areas, the Company’s losses for the three and nine months ended August 31, 2023 and August 31, 2022 are as follows:

	Three	months ended	Nine	months ended
		August 31,		August 31,
	2023	2022	2023	2022
	$	$	$	$
Canada	204,870	208,804	924,668	584,664
USA	35,712	90,157	721,551	114,538
	**240,582 **	**298,961 **	1,646,219	**699,202 **

By geographic areas, the Company’s non-current assets as at August 31, 2023 and November 30, 2022 are as follows:

	August 31,	November 30,
	2023	2022
	$	$
Canada	9,000	9,000
USA	17,990,315	18,057,472
	17,999,315	18,066,472

8. 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 nine months ended August 31, 2023, non-cash financing and investing activities included:

• $447,209 ($55,860) was reclassified from reserves to share capital on the exercise of warrants;

• $67,924 ($19,945) was reclassified from reserves to share capital on the exercise of options;

• $42,000 (Nil) was recorded on issuance of 150,000 common shares for mineral property;

• $24,271 (November 30, 2022 - $180,930) in accounts payable and accrued liabilities related to exploration and evaluation assets;

9. 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:

	2023	2024	2025	2026	2027	Total
	$	$	$	$	$	$
Accounts payable and accrued
liabilities	304,907	-	-	-	-	304,907
Consulting agreement obligations (1)	45,000	180,000	180,000	180,000	180,000	765,000
Exploration obligations(2)	-	169,138	304,448	304,448	33,828	811,860
	349,907	349,138	484,448	484,448	213,828	1,881,767

(1) The consulting obligation shall be payable to the CEO if the Company elects to continue with the contract on an ongoing basis. The contract has a 60 day termination clause with a total commitment of $30,000.

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

Phenom Resources Corp. Notes to the Condensed Interim Consolidated Financial Statements For the nine months ended August 31, 2023 and August 31, 2022 (Unaudited - Expressed in Canadian dollars)

10. SUBSEQUENT EVENT

The Company has signed a six-year option agreement with two private vendors pursuant to which it may acquire a 100% interest in 31 unpatented mining claims located in Nevada, commonly referred to as the Dobbin Property. Pursuant to the Dobbin Option Agreement, in order to fully exercise its option and acquire the property, over a six-year period, the Company will pay an aggregate of US$150,000 and incur an aggregate of US$2,000,000 in exploration expenses on the property. The vendors will also retain an aggregate 3% net smelter return royalty on any mineral products derived from the property. Phenom will have the right to purchase up to a 1% NSR for US$1,000,000 for each 1% NSR prior to commencing commercial production, leaving the vendors with a 2% NSR.