Phenom Resources Corp. — Interim / Quarterly Report 2024

Apr 26, 2024

Interim Condensed Consolidated Financial Statements of

Phenom Resources Corp.

For the three months ended February 29, 2024 and February 28, 2023 (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

(Unaudited - Expressed in Canadian dollars)

	Note	February 29,	November 30,
		2024	2023
		$	$
ASSETS
Current
Cash		570,856	403,684
GST and other receivables		36,149	6,489
Prepaid expenses and deposits		65,237	5,899
		672,242	416,072
Reclamation bonds	4	241,286	250,286
Exploration and evaluation assets	4	18,605,469	18,482,364
TOTAL ASSETS		19,518,997	19,148,722
LIABILITIES
Current
Accounts payable and accrued liabilities	6	353,982	836,941
SHAREHOLDERS' EQUITY
Share capital	5	29,217,311	28,546,573
Reserves	5	10,980,166	10,357,732
Deficit		(21,032,462)	(20,592,524)
		19,165,015	18,311,781
TOTAL LIABILITIES & SHAREHOLDERS’ EQUITY		19,518,997	19,148,722

Nature of operations and going concern (Note 1) Commitments (Note 9)

Approved on behalf of the Board: “Michael Mracek” “Paul S. Cowley” Director – Michael Mracek 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 months ended February 29, 2024 and February 28, 2023

(Unaudited - Expressed in Canadian dollars)

		February 29,	February 28,
	Note	2024	2023
		$	$
Expenses
Audit, accounting and legal	6	33,593	63,019
Consulting fees	6	60,972	48,000
Exploration expenses		-	1,055
Foreign exchange (gain) loss		9,282	(331)
Investor relations and marketing		10,204	45,159
Office expenses		17,024	14,080
Property evaluation		54,248	-
Share-based compensation	5	216,016	-
Transfer agent and filing fees		27,152	24,992
Travel and accommodation		2,818	1,253
		(431,309)	(197,227)
Interest income		371	746
Write-down of reclamation bonds	4	(9,000)	-
Loss and comprehensive loss for the period		(439,938)	(196,481)
Basic and diluted lossper common share		(0.00)	(0.00)
Weighted average number of common shares
outstanding – basic and diluted		96,159,797	89,181,871

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 three months ended February 29, 2024 and February 28, 2023

(Unaudited - Expressed in Canadian dollars)

	February 29,	February 28,
	2024	2023
	$	$
Cash flows provided by (used in):
Operating activities
Loss for the period	(439,938)	(196,481)
Items not involving cash:
Share-based compensation	216,016	-
Write-down of reclamation bonds	9,000	-
Net changes in non-cash working capital items:
GST and other receivables	(29,660)	2,367
Prepaid expenses and deposits	(59,338)	17,234
Accounts payable and accrued liabilities	99,152	(86,757)
Cash used in operating activities	(204,768)	(263,637)
Investing activities
Exploration and evaluation asset expenditures	(705,216)	(240,214)
Financing activities
Proceeds from private placement	1,099,560	-
Proceeds from exercise of warrants	-	52,000
Share issuance costs	(22,404)	-
Cash provided by financing activities	1,077,156	52,000
Change in cash during the period	167,172	(451,851)
Cash, beginning of period	403,684	573,655
Cash, end ofperiod	570,856	121,804

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 three months ended February 29, 2024 and February 28, 2023

(Unaudited - Expressed in Canadian dollars)

	Common	Share
	shares	capital	Reserves	Deficit	Total
	number	$	$	$	$
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 warrants	200,000	68,200	(16,200)	-	52,000
Shares issued for bonus	87,500	50,750	(50,750)	-	-
Loss and comprehensive loss	-	-	-	(196,481)	(196,481)
Balance – February 28, 2023	89,332,565	26,529,654	10,452,253	(18,922,484)	18,059,423
Shares issued for:
cash pursuant to exercise of options	150,000	92,224	(51,724)	-	40,500
cash pursuant to exercise of warrants	5,521,099	1,882,695	(447,209)	-	1,435,486
Property options – Nevada Gold	150,000	42,000	-	-	42,000
Share-based compensation	-	-	404,412	-	404,412
Loss and comprehensive loss	-	-	-	(1,670,040)	(1,670,040)
Balance – November 30, 2023	95,153,664	28,546,573	10,357,732	(20,592,524)	18,311,781
Shares issued for:
cash pursuant to private placement	6,468,000	693,142	406,418	-	1,099,560
Share issuance costs	-	(22,404)	-	-	(22,404)
Share-based compensation	-	-	216,016	-	216,016
Loss and comprehensive loss	-	-	-	(439,938)	(439,938)
Balance– February 29, 2024	101,621,664	29,217,311	10,980,166	(21,032,462)	19,165,015

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 three months ended February 29, 2024 and February 28, 2023 (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 February 29, 2024, the Company had not yet achieved profitable operations, had a deficit of $21,032,462 (November 30, 2023 – $20,592,524) since inception, a working capital of $318,260 (November 30, 2023 – working capital deficit $420,869), 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, 2023, 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, 2023.

These consolidated financial statements were approved by the board of directors on April 26, 2024.

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, 2023.

Phenom Resources Corp. Notes to the Condensed Interim Consolidated Financial Statements For the three months ended February 29, 2024 and February 28, 2023

(Unaudited - Expressed in Canadian dollars)

4. EXPLORATION AND EVALUATION ASSETS

	Carlin Gold- Vanadium	South Carlin Section 22	Crescent Valley	Dobbin	Total
	$	$	$	$	$
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
Acquisition expenditures – staking	-	-	-	29,014	29,014
Deferred exploration expenditures
Assaying	24,946	-	-	11,555	36,501
Consulting	22,864	-	-	7,904	30,768
Drilling	599,907	-	-	-	599,907
Licenses, permits and fees	33,554	-	-	-	33,554
Surveying	3,655	-	-	-	3,655
Other	148,599	-	10,230	20,237	179,066
	1,163,890	-	65,750	68,710	1,298,350
Write-down	-	(632,172)	-	-	(632,172)
Balance as at November 30, 2023	18,347,904	-	65,750	68,710	18,482,364
Deferred exploration expenditures
Assaying	22,130	-	-	14,965	37,095
Consulting	15,506	-	480	1,260	17,246
Drilling	979	-	-	-	979
Licenses, permits and fees	33,561	-	-	-	33,561
Surveying	-	-	-	-	-
Other	25,421	-	-	8,803	34,224
	97,597	-	480	25,028	123,105
Write-down	-	-	-	-	-
Balance as at February 29, 2024	18,445,501	-	66,230	93,738	18,605,469

Carlin Gold-Vanadium Property, Nevada

Acquisition

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 and was required to issue 1,000,000 common share purchase warrants and pay part of the remaining balance earlier. The Company has the right to purchase the underlying 2% NSR 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 US$250,000 per year due on or before each of June 30, 2023 (paid), 2024, 2025 and 2026.

Phenom Resources Corp. Notes to the Condensed Interim Consolidated Financial Statements For the three months ended February 29, 2024 and February 28, 2023 (Unaudited - Expressed in Canadian dollars)

On June 27, 2022, the Company completed all work commitments and options payments and owns 100% of the Property, subject to the 2% NSR royalty (noted above). The total consideration applicable to and paid for the Company’s acquisition of the Property under the assignment agreement with AGEI was US$50,000 in cash and issuing 1,000,000 common shares. The consideration completed by the Company on acquisition of the Property under the option agreement with GPUS was US$2,000,000 cash and incurring $1,022,000 in exploration expenditures on the Property.

Access and Mineral Lease Agreement

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 (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.

Definitive Offtake Agreement

During the year ended November 30, 2023, 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 February 29, 2024 the shares have not been issued.

As at February 29, 2024 and November 30, 2023, the Company holds a total of $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 38 unpatented mining claims located in Eureka County of Nevada, commonly referred to as the Crescent Valley Property.

As consideration for the property, the Company will make cash payments issue 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-V (issued June 27, 2023 at fair value of $42,000); and

• Issue an additional 150,000 common shares on or before each of April 26, 2024, 2025 and 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; and

• US$200,000 on or before each of April 26, 2025, and 2026.

Nevada Gold will retain a 3% 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.

Phenom Resources Corp. Notes to the Condensed Interim Consolidated Financial Statements For the three months ended February 29, 2024 and February 28, 2023 (Unaudited - Expressed in Canadian dollars)

Dobbin Property, Nevada

On September 4, 2023, the Company signed a signed a six-year option agreement to which it may acquire a 100% interest in 52 unpatented mining claims located in Nevada, commonly referred to as the Dobbin Property. As consideration for the property, the Company will make cash payments as follows:

• Reimburse the owner for staking costs; and

• Pay US$25,000 on or before each of September 30, 2024, 2025, 2026, 2027, 2028 and 2029.

In addition, the Company is required to incur US$2,000,000 in exploration expenditures on the property over the next six years as follows:

• US$100,000 on or before each of September 30, 2024, and 2025;

• US$200,000 on or before each of September 30, 2026, and 2027;

• US$400,000 on or before September 30, 2028; and

• US$1,000,000 on or before September 30, 2029.

The optionor will retain a 3% NSR on any mineral products derived from the Dobbin Property. The Company will have the right to purchase 1% NSR loyalty from the Owner at anytime by making a payment of US$1,000,000 to the Owner.

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”). Pursuant to the option agreement, in order to fully exercise its option and acquire the property, the Company was required to pay an aggregate of US$920,000 (US$170,000 paid) and required to incur an aggregate of US$1,000,000 (US$300,000 incurred) in exploration expenditures on the 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.

As at February 29, 2024, the Company still holds a total of $12,850 (US$9,752) in 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 (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).

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.

As at February 29, 2024, the Company still holds a total of $16,539 (US$12,787) in reclamation bonds for the SMOKE Property.

Phenom Resources Corp. Notes to the Condensed Interim Consolidated Financial Statements For the three months ended February 29, 2024 and February 28, 2023 (Unaudited - Expressed in Canadian dollars)

AVP Property, Nevada

As at February 29, 2024, the Company holds a total of $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.

During the year ended November 30, 2023, the Company paid $21,964 (2022 - $22,932) 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.

Other

As at November 30, 2023, the Company held $9,000 of reclamation bonds related to its previously held Spences Bridge prospect. As at February 29, 2024, the total of $9,000 of reclamation bonds were written off.

5. SHARE CAPITAL

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

• b) Financing:

For the three months ended February 28, 2024

On February 15, 2024, the Company closed a non-brokered private placement of 6,468,000 units at a price of $0.17 per unit to raise total gross proceeds of up to $1,099,560. Each Unit is comprised of one common share and one share purchase warrant, whereby each share purchase warrant will entitle the holder to purchase one common share for a period of three years at a price of $0.27. The Company incurred cash finders’ fees of $6,474 in connection with this private placement. The value of $406,418 attributed to the warrants related to the private placement was estimated using the Black-Scholes pricing model with the following weighted average assumptions: share price - $0.22; exercise price - $0.27; risk-free rate – 3.83%; expected life – 3.0 years; expected volatility – 73.69%; and expected dividends – nil. Additionally, in connection with the private placement, the Company incurred an additional $15,930 in cash share issuance costs.

For the three months ended February 28, 2023

During the three months ended February 28, 2023, a total of 200,000 warrants with an exercise price of $0.26 per share were exercised for gross proceeds of $52,000. The fair value of the warrants of $16,200 was reclassified from reserves to share capital.

Phenom Resources Corp. Notes to the Condensed Interim Consolidated Financial Statements For the three months ended February 29, 2024 and February 28, 2023 (Unaudited - Expressed in Canadian dollars)

c) Stock options:

The balance of fully exercisable options outstanding and related information for the three months ended February 29, 2024 are as follows:

		Weighted
		Average	Weighted
	Options	Exercise Price	Average Life
	Outstanding	(per share)	(Years)
Balance, November 30, 2022	4,735,000	$0.45	2.32
Granted	1,075,000	$0.37
Exercised	(350,000)	$0.26
Expired	(880,000)	$0.51
Balance, November 30, 2023	4,580,000	$0.45	2.32
Granted	1,450,000	$0.20
Balance, February 29, 2024	6,030,000	$0.38	2.89

As at February 29, 2024, the Company had the following fully exercisable options outstanding:

	Exercise	Options Outstanding
Expiry Date	Price	and Exercisable
March 18, 2024(1)	$0.26	245,000
March 18, 2024(1)	$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, 2028	$0.37	1,075,000
February 9, 2029	$0.20	1,450,000
		6,030,000

[(1)] Subsequent to February 28, 2024, 290,000 of these options expired unexercised.

During the three months ended February 29, 2024, the Company granted 1,450,000 stock options and recognized share-based payment compensation of $216,016. All options vested immediately upon issuance. The weighted average fair value per option of the share options granted during the period was $0.15. The fair value of the options was estimated on the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions: share price – $0.21; exercise price – $0.20; dividend yield – nil; volatility – 87.79%; risk-free interest rate – 3.56%; expected life of options (years) – 5 years; forfeiture rate – nil.

Phenom Resources Corp.

Notes to the Condensed Interim Consolidated Financial Statements For the three months ended February 29, 2024 and February 28, 2023

(Unaudited - Expressed in Canadian dollars)

d) Warrants:

The balance of warrants outstanding and related information for the three months ended February 29, 2024 were as follows:

		Weighted
		Average	Weighted
	Warrants	Exercise Price	Average Life
	Outstanding	(per share)	(Years)
Balance, November 30, 2022	24,822,159	$0.52	1.91
Exercised	(5,521,096)	$0.26
Expired	(1,602,235)	$0.26
Balance, November 30, 2023	17,698,828	$0.62	1.43
Issued	6,468,000	$0.17
Balance, February 29, 2024	24,166,828	$0.53.0	1.66

As at February 29, 2024, 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
February 15, 2027	$0.27	6,468,000
		24,166,828

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 months ended February 29, 2024 and February 28, 2023 was as follows:

	2024	2023
	$	$
Accounting fees	11,233	11,552
Consulting fees	45,000	45,000
Deferred exploration expenditure - consulting	1,800	-
Share based compensation	171,323	-
	229,356	56,552

Phenom Resources Corp. Notes to the Condensed Interim Consolidated Financial Statements For the three months ended February 29, 2024 and February 28, 2023 (Unaudited - Expressed in Canadian dollars)

As at February 29, 2024, accounts payable and accrued liabilities include $154,741 (November 30, 2023 – $136,945) 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. Of this amount, $132,010 (November 30, 2023 - $132,010) relates to bonus payments earned by an officer and director of the Company. The payment will be deferred for working capital purposes until the Company’s Board of Directors approves the 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 of mineral properties.

Geographic Segments

As at November 30, 2023 and 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 29, 2024 and February 28, 2023 are as follows:

	2024	2023
	$	$
Canada	458,949	153,807
USA	10,784	42,674
	469,733	196,481

By geographic areas, the Company’s non-current assets as at February 29, 2024 and November 30, 2023 are as follows:

	2024	2023
	$	$
Canada	-	9,000
USA	18,846,755	18,723,650
	18,846,755	18,732,650

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 three months ended February 29, 2024 and February 28, 2023, non-cash financing and investing activities included:

• $nil (2023 - $16,200) was reclassified from reserves to share capital on the exercise of warrants;

• $71,222 (November 30, 2023 - $653,333) in accounts payable and accrued liabilities related to exploration and evaluation assets;

• $406,418 (November 30, 2023 - $nil) was allocated from share capital to reserves to record the relative fair value of the warrants issued in private placements;

Phenom Resources Corp. Notes to the Condensed Interim Consolidated Financial Statements For the three months ended February 29, 2024 and February 28, 2023

(Unaudited - Expressed in Canadian dollars)

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[th] as indicated:

	2024	2025	2026	2027	2028	Total
	$	$	$	$	$	$
Accounts payable and accrued
liabilities	353,982	-	-	-	-	353,982
Consulting agreement obligations(1)	210,000	186,000	180,000	180,000	180,000	936,000
Exploration obligations(2)	339,250	474,950	610,650	339,250	610,650	2,374,750
	903,232	660,950	790,650	519,250	790,650	3,664,732

(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.