Silver Valley Metals Corp. — Management Reports 2023

Oct 31, 2023

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SILVER VALLEY METALS CORP. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS For the Year Ended June 30, 2023

October 30, 2023

GENERAL

The following discussion of the financial condition and results of operations of the Company constitutes management’s review of the factors that affected the Company’s financial and operating performance to date and provides financial information for the year ended June 30, 2023. The discussion should be read in conjunction with the audited consolidated financial statements of the Company for the year ended June 30, 2023, including the notes thereto.

This MD&A was approved by the board of directors on October 30, 2023.

Unless otherwise stated, all amounts discussed herein are denominated in Canadian dollars and all financial information (as derived from the Company’s consolidated financial statements) has been prepared in accordance with International Financial Reporting Standards (“IFRS”).

FORWARD-LOOKING INFORMATION

Certain information regarding the Company within Management’s Discussion and Analysis (MD&A) may include “forward-looking statements” within the meaning of applicable Canadian securities legislation. All statements, other than statements of historical facts, included in this MD&A that address activities, events or developments that the Company expects or anticipates will or may occur in the future, including such things as future business strategy, goals, expansion and growth of the Company’s businesses, operations, plans and other such matters are forward-looking statements. When used in this MD&A the words “estimate”, “plan”, “anticipate”, “expect”, “intend”, “believe” and similar expressions are intended to identify forward-looking statements. Such statements are subject to known and unknown risks and uncertainties that may cause actual results in the future to differ materially from those anticipated in forward-looking statements. Although the Company has attempted to identify important factors that could cause actual results to differ materially, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements.

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OVERVIEW OF BUSINESS

Silver Valley Metals (“Silver Valley” or the “Company”) is a brownfield exploration Company that has two projects, one located in the Silver Valley, Idaho (silver, zinc, lead) and the second project located in Zacatecas and San Luis Potosi, Mexico (Lithium and Sulphate of Potash).

RANGER-PAGE PROJECT - USA

Silver Valley announced on February 10, 2021, it entered a binding letter of intent (the “Letter of Intent”) with Blackhawk Exploration L.L.C. ("Blackhawk") providing the Company with the option (the “Option”) to acquire a 100% interest in the past producing Ranger-Page Project in the Silver Valley, Coeur d'Alene Mining District, Idaho, USA (the “Project”). Further to its press release dated February 10, 2021, the Company entered into a definitive agreement dated July 20, 2021 (the "Definitive Agreement") with Blackhawk for the Option to earn up to a 100% interest in the Project.

The Company may earn a 75% interest in the Project by paying to the Vendor US$650,000 and incurring US$3,000,000 of exploration expenditures over 4 years. Upon acquiring a 75% interest the Company will have the right to either: a) acquire the remaining 25% interest by making a one-time payment of US$2,250,000 in cash or subject to regulatory approval in cash and/or a combination of cash and shares; or b) enter a joint venture with the Vendor for the further development of the Project.

On November 17[th] , 2021, the Company signed an option to acquire the Page Mine and specifically, the prolific Tony Vein, along with a prospective land package rich in exploration potential. The project is contiguous to the west and south of the Company’s Ranger-Page Project which consolidates for the first time under one operator the western end of the Silver Valley’s mining corridor. The Page Mine and area comprise 49 patented mining claims totaling 802 hectares located approximately 60 kilometers east of Coeur d’Alene, Idaho. The claim package triples the size of the Company’s Silver Valley project area.

Terms of the Transaction:

Rental and option to acquire 100% of the mineral rights of the Page Mine and area is as follows:

1. Term: 10 years

2. Year 1: $60,000 USD

3. Year 2 – 10: $30,000 USD per annum

4. To purchase 100% of the PATENTED mineral rights to the Page project: $1,500,000 USD

5. All rental payments to be credited towards the option purchase price

6. No Royalties

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Highlights of the Ranger-Page Project include:

PATENTED LODE CLAIMS: Ownership of surface and mineral rights; no Federal permitting required; permitting with the State of Idaho is efficient; no pre-existing royalties

TOP TIER MINING JURISDICTION: Focused on The Silver Valley within the Coeur d’Alene Mining District in Idaho, a prolific mining jurisdiction ranked 1st in the world’s policy index and 9th in the world for mining jurisdiction[(2) ]

THREE MINES WITH HIGH-GRADE PAST PRODUCTION: Page – 469 g/t AgEq, 58.8M oz AgEq historical production; Crown Point – 605 g/t AgEq, 1.1M oz AgEq historical production; Blackhawk – 369 g/t AgEq, 2.4m oz AgEq historical production[(1) ]

TOP TEN PRODUCER IN THE DISTRICT: Page produced approximately 1.1 billion pounds of zinc and lead and 14.6 million ounces of silver

PAGE MINE – HIGH GRADE HISTORICAL RESOURCES AND WIDE-OPEN AT DEPTH: 218,000 tons grading 87.4 g/t silver, 10.34% zinc, 5.22% lead

PAGE MINE – HIGH GRADE DRILL RESULTS AT DEPTH EXTENDING BEYOND HISTORICAL RESOURCES: up to 168 metres (551 feet) below the last mined level with grades, widths and strike length increasing at depth

BLACKHAWK MINE: Mined to ~1,200 feet below surface as a secondary source for ore grade mill feed to the Page Mine for 21 years and remains wide open for depth expansion

200 FEET BELOW ELEVATION: 4 of 6 historic mines on the Ranger-Page Project explored and mined to ~200 feet below surface only

BORDERING A MAJOR MINE: The Bunker Hill Mine on the eastern boundary historically mined into the Ranger- Page Project area. Mined to depths of 4,000 feet below elevation and remains wide open

EXPLORATION POTENTIAL AT DEPTH: Strong evidence that mineralization continues from where historical underground mining operations ceased due to a comprehensive underground mining database

ESTABLISHED AND NEARBY INFRASTRUCTURE: 1 km from Interstate 90 Highway and 1.2 km from mining town of Smelterville, Idaho. Access to a well-trained exploration and underground mining workforce

UNDERGROUND 3D GEOLOGICAL MODEL – A 100-year detailed map folio from the Project, the Page Mine and the Bunker Hill Mine incorporated into a model that will add significant value to future exploration and development of the Project.

NO MODERN SYSTEMATIC EXPLORATION EVER UNDERTAKEN

(1) SOURCE: DATA FROM THE US BUREAU OF MINES (USBM) WESTERN FIELD OPERATIONS CENTRE, SPOKANE, WASHINGTON. AGEQ ASSUMPTIONS: SILVER PRICE OF US$26.00/OZ AG, ZINC PRICE OF US$1.20/LB ZN, LEAD PRICE OF US$0.90/LB PB AND COPPER PRICE OF US$4.00/LB CU. (2) RANKING UNDER INVESTMENT ATTRACTIVENESS AS PER 2020 FRASER INSTITUTE

The Ranger-Page Project (“The Project”) is in the Silver Valley of Idaho, 60 kilometres east of Coeur d’Alene and 1 kilometre from the I-90 freeway. In 2020 Idaho was ranked the first in the world in policy perception and 9th best mining jurisdiction (Fraser Institute Annual Mining Survey). The Project borders the famous Bunker Hill Mine to the east and for the first time consolidates the western extent of the prolific Silver Valley mining corridor by one operator in the past 100+ years.

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There is shared underground infrastructure connecting the larger Page mine with the neighbouring Blackhawk mine and nearby to four other shallow historical mines all located within the Project area. The Company has underground mining data and surface geological data that supports high grade silver-zinclead mineralization present within the shallow, undeveloped mines. These mines remain open at depth, and laterally along strike.

Exploration potential beyond the historical mines is considered significant due to no modern systematic exploration applied to the project. This was discussed in a press release dated September 12, 2022, identifying 4 new high priority target areas with potential near surface mineralization with strike lengths up to 600 metres long and coincident with ground geophysics, surface geochemistry, mapped structures on surface and at depth.

The Project is on patented claims, and there are no royalties.

The largest of the Company’s six historic mines, the Page Mine, ranks as a top ten producer in the Silver Valley / Couer d/Alene Mining District producing over 1.1 billion pounds of zinc and lead and 14.6 million ounces of silver. The Page Mine has high grade silver-zinc-lead historic resources at the bottom of the mine and remains wide open at depth beyond what has been defined to date.

Formerly owned by American Smelting & Refining Company LLC (“ASARCO”), the Page Mine operated from 1916-1917 and from 1926 to 1969, closing because of a devastating fire and following that, was never reopened due to the closure of the area because of the Superfund. Prior environmental issues have now been resolved and the area is once again open for exploration and mining.

Significant in-situ historical resources at the bottom of the mine have been defined and are as follows:

Tons	Silver (g/t)	Silver (oz)	Zinc (%)	Zinc (lbs)	Lead (%)	Lead (lbs)	Silver Equiv. (g/t)*	Silver Equiv. **oz’s ***	Zinc Equiv. Grade (%)*	Zinc Equiv. (lbs)*
218,000	87.4	555,727	10.34	45,082,400	5.22	22,759,200	599	3,810,380	16.8	73,276,540

• Silver Equiv. and Zinc Equiv. assumptions: Silver (Ag) price of US$25.00/oz, Zinc (Zn) price of US$1.30/lb, Lead (Pb) price of - US$1.00/lb **Source: United States Geological Survey (USGS) Page Mine - https://mrdata.usgs.gov/mrds/show mrds.php?dep_id=10073450

The historical resources do not constitute what is remaining in the mine but rather, defines what ASARCO outlined for next steps during mining. Mineralization in the District is very well understood to trend to great depths well beyond what has been mined at the Page thus far.

ASARCO geologists surmised that the Tony Vein at the Page Mine was well mineralized at the 3400 level (bottom of the mine) and remains open at depth. Press released September 22, 2022, it was announced that indeed the Page Mine is wide open at depth with depth extensions defined over 550 feet below the last mining level. Grades appear richer, widths of the vein structure appear wider and the strike length longer.

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Highlights include:

• Drill hole 34-371_N intercepts 1,960 g/t silver equivalent * (264 Ag g/t, 25.2% zinc, 25.0% lead) over 1.60 metres

• Drill hole 34-142_NE intercepts 765 g/t silver equivalent * (267 Ag g/t, 3.1% zinc, 13.4% lead) over 2.4 metres and 532 g/t silver equivalent * (90 Ag g/t, 3.9% zinc, 10.3% lead) over 2.9 metres for a total of 5.3 metres of high-grade mineralization with these two intervals separated by 2.5 metres of negligible mineralization

• Drill hole 34-371_W intercepts 538 g/t silver equivalent (23 Ag g/t, 11.7% zinc, 2% lead) over 3.7 metres and 454 g/tsilver equivalent * (30 Ag g/t, 8.6% zinc, 3% lead) over 5.5 metres for a total of 9.2 metres* of high-grade mineralization with these two intervals separated by 1.8 metres of negligible mineralization

• Drill hole intercepts range from 11 metres to 168 metres below the high-grade historic resources at the Page Mine (near true width)

• A top ten historical producer in the Silver Valley, the Page Mine was mined to approximately 806 metres below elevation over 44 years; with these historical drill results, Page remains open within high grade mineralization to near one kilometre below elevation extending the Page Mine's depth by approximately 17%; or when considering past production, 7.5 years of historic production

• Over 750 metre strike length defined at depth

• Silver Equiv. assumptions: Silver (Ag) price of US$20.00/oz, Zinc (Zn) price of US$1.40/lb, Lead (Pb) price of US$1.00/lb

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Phase 1 - Exploration Results:

During the 3[rd] Quarter and start of the 4[th] Quarter, 2023 (January 2023 – April 2023) the Company announced in five news releases exploration results from its successful and comprehensive inaugural 2022 exploration campaign.

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Seven distinct high priority target areas have been defined. A follow-up exploration program was commenced (middle May, 2023) with a targeted multi-kilometre project wide trenching and sampling program for the purpose of exposing the up-plunge extensions of vein structures that have been defined at depth, to discover lateral extensions exposed at surface from the existing historic mines and lastly, to expose at surface new high priority drill targets that was defined from the phase 1 exploration program that are not associated with historic mining at the project .

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Highlights from the Phase 1 exploration program include:

1. Crown Point Mine and area:

2. Significant near surface coincident Induced Polarization and Resistivity anomaly matching historical trend of the Crown Point Mine

3. Geophysical anomaly located near surface plunging greater than 500 metres at depth and extends continuously greater than 500 metres on strike to the west approaching the Blackhawk Mine

4. Silver, zinc, lead, copper, cadmium, antimony – strong anomalous geochemistry results from all elements collected along strike and coincident with geophysics.

5. Vein structure identified from historic trenching on surface with results returning 221 g/t silver and 1% lead

6. Crown Point fault structure mapped and interpreted to be a linking structure between the district scale Osburn fault and the Curlew fault. This fault relationship is consistent with numerous other major mines along a 30-kilometre trend in the prolific Silver Valley

7. Historical production: 63,098 tons grading 301 g/t silver and 10.18% lead, no recovery of zinc due to no past recovery capabilities – expect to see a component of zinc in the future drilling campaign.

8. The Crown Point target is located 1,000 metres northwest from Bunker Hill, one of America’s largest underground mines, and located 650 metres due east from the past producing Blackhawk Mine (owned by Silver Valley) which remains open at

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• depth below 365 metres. The Crown Point Mine is located 1,650 metres east from the Company’s top ten historical producer in the District, the Page Mine.

• • To view exploration results in a compelling multi-media video that shows stopes, underground workings and the significant scale and scope potential beyond what has been historically mined which is supported by exploration results click : https://www.youtube.com/watch?v=0FwaLUxMLTA

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2. Blackhawk Mine and area:

• Significant near surface coincident Induced Polarization and Resistivity anomaly matching historical trend of the Blackhawk Mine.

• Strike and dip length of the coincident anomalies is approximately 480 and 200 meters respectively located up plunge from the first level of the Blackhawk mine.

• Blackhawk mine was accessed in a deep valley and mined down; the up-plunge trend that was never mined appears open for discovery to the top of the mountain.

• Mine remains open at depth below the 1200’ level (365 metres below elevation); no drilling has tested the down plunge extension of the Blackhawk mine.

• Strike length of the mineralized silver-zinc-lead Curlew vein at the bottom of the Blackhawk mine is approximately 370 metres

• Zinc, lead, and copper – strong anomalous geochemistry results collected on surface and coincident with geophysics.

• Historic mining at Blackhawk: 214,126 tonnes grading 100 g/t silver, 2.2% zinc and 8.1% lead – limited past recovery of zinc.

• The Blackhawk mine ceased operations in 1944 after 21 years of operation when the owner of the Page Mine, ASARCO, discontinued operations despite the presence of mineralization in the deepest stopes.

• The Blackhawk mine was leased by ASARCO from the Blackhawk mine owners at that time to optimize ASARCO’s Page mine mill.

• The Blackhawk mine was never leased again so remains open in mineralization at a relatively shallow depth of 365 metres below surface accessed from the valley floor

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• The Blackhawk mine and target area is located 1,000 metres east from the Company’s historic high-grade and top ten past-producer in the District, Page Mine, and located 650 metres due west from the high-grade silver dominant past producing Crown Point Mine

• To view exploration results in a compelling multi-media video, click: https://www.youtube.com/watch?v=Dgf-4BOGvN0

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1. Spring Target:

2. Regarded as a high priority target defined at the project and one of three significant targets located outside the area of the historic mines on the project.

3. A very large near surface coincident Induced Polarization and Resistivity anomaly measuring 850 metres of strike length and 375 metres of down dip extension from near surface identified.

4. Very importantly, the target is located at the intersection of the geologically significant Government Gulch Fault and Spring Fault. Both faults extend through to the adjacent Bunker Hill property and are regarded as important emplacement structures for mineralization emplacement

5. These faults intersect on the Ranger-Page project only furthering the significance of the target.

6. The Spring-Government Gulch fault intersection is analogous to the Page-Curlew fault intersection on the project, which is related to the formation of the top ten historical producer in the District, Page Mine

7. Zinc, lead, and copper – strong anomalous surface geochemistry results collected on top of the Resistivity and Induced Polarization anomalies and at the intersection of two major faults on the project further validates the future potential of a discovery.

8. Situated approximately 850 metres due south of the Company’s Blackhawk mine and 1250 metres southeast from the Company’s Page Mine

9. To view exploration results in a compelling multi-media video, click: https://www.youtube.com/watch?v=iOOV_mvQ7Do

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1. East Curlew target:

2. a. The East Curlew target is the eastern extension of the Curlew fault, which is an important fault at the historic Page and Blackhawk mines, which hosts the Curlew Vein, and the prolific Tony Vein

3. b. First assessment with modern exploration techniques of the Curlew fault along its eastern corridor.

4. c. A very large and significant near surface coincident Induced Polarization and Resistivity anomaly measuring 450 metres of strike length and 300 metres of down dip extension from near surface reflects a high potential to discover a complimentary mineralized system to the Blackhawk Mine along the Curlew Fault.

5. d. Strong and highly anomalous surface geochemistry sample results in silver, zinc, lead, and copper are located near and on top of the geophysical anomalies further validating the importance of the East Curlew target.

6. e. The East Curlew target is located approximately 230 metres east of the historic Blackhawk mine, in the footwall of the projected Curlew Fault.

7. f. The East Curlew target is also located between the Crown Point mine to the north, 500 metres, and the Ranger-Wyoming Complex to the south, 200 metres - these high-priority drill target areas are all located within a relatively small 700 metre X 700 metre footprint.

8. g. To view exploration results in a compelling multi-media video, click: =

9. https://www.youtube.com/watch?v JbYUcQ2v0qM

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1. Ranger-Wyoming complex target area:

2. a. Largest anomalous target area defined at the project.

3. b. Significant coincident induced polarization and resistivity geophysical anomalies measuring approximately 1,200 metres in strike length and up to 600 metres depth along the prominent 96 Fault structure that projects into the Bunker Hill mine hosting significant high-grade mineralization adjacent to the project area.

4. c. High values of silver, zinc, lead, and copper in soil and located coincident with the geophysics anomalies and on top of the 96 Fault with silver values as high as 21.9 g/t , lead values up to 7,640 ppm , copper values up to 339 ppm and zinc values up to 274 ppm . Cadmium, arsenic, and antimony are also elevated which are strong indicators of silver and lead mineralization found in the District.

5. d. Ranger – Wyoming target is closely related to the Ranger-Wyoming complex of mine workings, which extracted near surface high-grade silver, zinc, and lead ores.

6. e. The Ranger-Wyoming target is situated parallel approximately 200 metres south of the East Curlew and Blackhawk targets.

7. f. Located near the past producing Blackhawk and Crown Point mines, 200 metres north and 500 metres north respectively.

8. g. To view exploration results in a compelling multi-media video, click: https://www.youtube.com/watch?v=UZvLbZR-xBo

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THE MEXICAN PROJECT – LITHIUM AND POTASSIUM

Silver Valley also has a 100%-owned interest in a lithium and potassium bearing salar complex comprising 4,059 hectares on three mineral concessions (the “Mexi-Can Projects”) located on the Central Mexican Plateau in the states of Zacatecas, and San Luis Potosi, Mexico. The salars are named La Salada, Caliguey, and Santa Clara. The Company has identified significant potassium and lithium in both the salar sediments and near-surface brines, publishing its maiden sediment mineral resource estimate (the “MRE”) December 15, 2019. Regional geophysical work has indicated that the depths of the salar basins may be much greater than previously thought, making the salars highly prospective for large brine aquifers to be discovered at depth.

The NI 43-101 inferred mineral resource contains 12.3Mt of Sulfate of Potash (SOP) and 243,000 tonnes of lithium carbonate equivalent (LCE) and remains open in all directions for expansion. The Company is currently exploring strategic alternatives for the Project to enhance shareholder value.

Highlights from the Maiden Mineral Resource Estimate include:

1. 120 million tonnes (Mt) of Inferred Mineral Resources grading 4.6% potassium (K) and 380 ppm lithium (Li);

2. A continuous high-lithium portion at La Salada salar containing 7 Mt grading 1,490 ppm Li;

3. A contained 12.3 million tonnes (Mt) of Sulfate of Potash (SOP) and 243,000 tonnes of lithium carbonate equivalent (LCE);

4. Sampling is restricted to 5 metre depths in most areas therefore there is good exploration potential to increase the Mineral Resource at depth and also extending the sampling to the edge of the salar basins where sampling has not taken place;

5. Regional geophysical surveys completed suggest there is potential for additional similar layers of potassium or lithium enriched material to be found under the current pitting/drilling;

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1. Regional geophysical work has indicated that the depths of the salar basins may be much greater than previously thought, making the salars highly prospective for large brine aquifers to be discovered at depth. This may be a potential high impact follow-up program for the Company in the future.

Project History

By agreement dated July 28, 2016, and subsequently amended on April 7, 2017, the Company acquired a 100% interest in Mexican lithium, potassium and boron sediments and brine salar assets located in Zacatecas and San Luis Potosi, Mexico, which included four large concessions containing seven top priority salars namely, Caliguey, La Doncella, Colorada, La Salada, Santa Clara, Saldivar, and Chapala. The Company agreed to pay the outstanding mining taxes on the four concessions in the amount of $143,870 (paid) and pay the vender US$210,000 in cash. The Company paid the vender US$20,000 and settled the balance of US$190,000 by issuing 700,505 common shares of the Company during the year ended June 30, 2017.

In addition, the Company paid $44,587 in finder’s fees to an unrelated individual who subsequently was elected as director of the Company during the year ended June 30, 2017.

The property is subject to a total of 2.25% NSR in favour of the vendor and the finder, of which 1% in favour to the vendor can be purchased by the Company for US$250,000.

In June 2017, the Company entered into another agreement to acquire a 100% interest in 2 new salars in Mexico. In consideration, the Company issued 444,444 common shares of the Company in August 2017. The Company also agreed to pay the outstanding mining taxes on the two concessions totaling $180,998. The salars are subject to a 2.5% NSR of which the Company has the right to purchase up to 1.5% for $1,500,000.

On September 11, 2020, the Company announced that it was successful in challenging the Mexican Mining Authority in the Federal Court of Administrative Justice to reduce its land position focusing only on its three primary salar assets: Santa Clara, Caliguey, and La Salada and in so doing eliminating the past 3 years of back dated taxes charged by the government to the Company on its total land package. The judgment in favour resulted in the Company’s accounts payable decreasing by approximately 90% as the result of this positive ruling; a total of $1,736,062 was written off from the Company’s balance sheet.

The rest of the Company’s landholdings have been eliminated and the taxes owing related to these landholdings eliminated. The Company presently controls 4,059 hectares, a decrease of 17,413 hectares at its salar project(s) located on the Central Mexican Plateau.

On April 20, 2022 the Mexican Government passed an Amendment to the Mining Law stating Lithium is a strategic mineral. The result from this outcome remains unclear as to how this may impact the future of the Company’s Mexi-Can Project. The Company is actively pursuing clarity and a resolution to this recent announcement.

Further to April 20, 2022, the Company press released on May 10, 2023, that it has been in discussions with LitioMX, (the national lithium company of Mexico). These discussions pertain to the possibility of forming a partnership to explore and ultimately produce lithium at the MexiCan Lithium-Potassium Project located in Zacatecas and San Luis Potosi.

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The negotiation is focused on the lithium component of the multi-commodity deposit(s). This represents an inferred resource of 243,000 tonnes of lithium carbonate equivalent (LCE) (1) defined to date at surface to an average depth of only 5 metres. The project is the second most advanced lithium project in Mexico and remains open to significant expansion through further exploration work.

The potassium sulphate (sulphate of potash) component of the deposit comprise 12.3 million tonnes (1) defined to date, and also has significant upside to expand from what is defined thus far from the first 5 metres of the salars. ,

Reference:

• (1) To review the NI-43-101and inferred resource referred to: in th please click: : https://silvervalleymetals.com/wp-content/uploads/2022/05/kmax-ni43101.pdf Report title: NI43-101 Technical Report On The Organimax Salar Sediment Deposits, Mexico; Author: SRK Consulting; Date of Submission: February, 2019

Historical Geological Information Associated with the Company’s Salars:

A 1992 government study prepared by Mexico’s former Mineral Resource Council, (now the Geologic Society of Mexico) located within one of the Company’s concessions in San Luis Potosi, Mexico was to improve efficiency of a common salt (sodium chloride, NaCl) in production operations within the Caliguey salar. The salt production process began with pumping salar brine from a well 20 meters deep to several evaporation ponds “where it remained for several days (minimum of 90 days) to evaporate the water through the sun’s energy. This process concentrates and crystallizes the sodium chloride and sulfates and, to a lesser extent, potassium. These are harvested as a solid and separated into first, second, and third quality, depending on the purity”.

As part of the study, the Mineral Resource Council collected several samples, both sediments, and liquid from facility evaporation ponds and the surface lagoon adjacent to the operation and sent it for salt and lithium (Li) analyses; the results reflected that the salar at Caliguey contained high levels of lithium and potassium. Several holes (5) were subsequently drilled at Caliguey. Sampling was carried out and the presence of lithium and potassium were noted, however no quality control or quality assurance was carried out and sample contamination was suspected. These holes did not intersect the basement rocks and the depths for the holes ranged from 34 to 60 metres.

Work Program and La Salada salar Drilling Results

At the La Salada salar, two diamond drill holes were intended to determine depth to bedrock and to evaluate the geology of the salar infill material. However, due to slow drilling and poor recovery the first hole ended at a depth of 53.15 metres (m) in limestone. The second drill hole was postponed until more productive and efficient drilling equipment was available. After the successful completion of the second drill hole, a perforated PVC casing was placed throughout the entire length of the hole to monitor and sample brine horizons intersected during drilling. The conductivity of the water measured high on site, which could be indicative of the presence of brine.

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Forty auger holes were also completed at La Salada; both near surface brine samples and extensive sediment samples were recovered. Auger holes ranged from 4.5 to 26.0 metres depth averaging 14.4 metres, The auger holes were completed on a 150-200 metre grid covering the entire salar for a total area of some 1,800 metres by 900 metres.

The brine results showed high potassium, high sulphate, low calcium, low magnesium, and low lithium.

However, in contrast the composite sediment samples which were taken along 1.0 to 3.0m intervals in the deep hole, and along 1.5 metre intervals in the auger holes showed relatively high lithium and high potassium values. Assays returned significant lithium and potassium values. Lithium results ranged from 79 to 1,860 ppm, with a weighted average of 724 ppm, potassium ranged from 1.5% to 6.45% with a weighted average of 3.73% (Table 1).

TABLE 1: Summary of ‘Sediment Data by Drill Hole

TABLE 1:Summary of	TABLE 1:Summary of	‘Sediment Data by D	rill Hole
Hole ID Location	Depth (m)	Max K (%) Li (ppm) B (ppm)	Weighted Averages K (%) Li (ppm) B (ppm)
LS17-AG005 south LS17-AG013 south LS17-AG019 centre LS17-AG028 north LS17-AG034 north	15.6 21.0 24.0 11.5 8.0	3.76 1,840 790 6.32 1,860 638 5.68 1,530 849 5.21 1,270 823 6.11 1,020 984	3.01 1,633 630 3.75 895 428 3.42 932 568 3.87 629 440 4.29 528 666
ALL AUGER HOLES LS17-TT01 north	14.4 (avg) 51.4	6.45 790 574	3.58 975 535 4.05 196 249
ALL SAMPLES		6.45 1,860 984	3.73 724 443

Near surface brine samples were collected from 38 of the auger holes. These results returned high potassium and high sulphate values. For the brine samples, potassium peaked at 27,300 mg/L with an average of 12,718 mg/L, sulphate peaked at 40,000 mg/L with an average of 16,594 mg/L. These results are shown in Table 2. These results indicate that further work, to identify potential brines and aquifers at depth, depth to bedrock, brine volumes and recharge rates, is warranted.

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TABLE 2: Summary of Brine Results

		Potassiu	Sulphat	Boron			Magnesiu
		m	e	(mg/L	Lithium	Calcium	m
Hole ID	Sample ID	(mg/L)	(mg/L)	)	(mg/L)	(mg/L)	(mg/L)
LS17-AG002	547	3,540	2,800	46.5	3	65.7	62.9
LS17-AG003	544	575	1,300	23.2	2	49.4	45.9
LS17-AG004	549	7,000	10,000	134	4	15.6	12.6
LS17-AG005	504	7,750	9,200	156	4	21.7	22.1
LS17-AG006	505	3,970	4,600	83.0	2	19.8	19.4
LS17-AG008	543	683	490	19.4	7	395.0	266.0
LS17-AG009	523	2,940	3,100	55.7	2	16.8	8.2
LS17-AG010	517	3,530	3,200	61.5	3	79.0	18.2
LS17-AG011	516	4,970	3,000	64.4	3	3.9	3.6
LS17-AG012	508	4,900	3,800	82.3	3	3.6	4.2
LS17-AG014	522	12,500	18,000	249	4	3.1	2.0
LS17-AG016	518	17,800	18,000	284	8	7.6	10.0
LS17-AG017	519	22,000	23,000	377	11	12.8	10.0
LS17-AG018	521	23,800	31,000	465	13	68.7	97.0
LS17-AG020	520	18,700	16,000	285	12	60.1	89.2
LS17-AG021	542	2,080	3,800	78.3	<1	39.2	42.8
LS17-AG022	525	8,830	8,100	135	6	4.4	1.6
LS17-AG024	541	711	610	12.2	1	20.9	30.9
LS17-AG025	550	16,900	30,000	431	14	441.0	213.0
LS17-AG026	528	23,100	36,000	497	13	7.7	3.6
LS17-AG027	527	14,200	17,000	296	11	9.7	2.2
LS17-AG028	513	8,860	09,800	145	6	22.3	9.8
LS17-AG029	530	22,500	3,6000	544	16	4.7	5.2
LS17-AG030	531	24,000	31,000	431	13	20.9	16.0
LS17-AG031	532	22,800	34,000	515	20	30.8	17.6
LS17-AG032	540	4,820	4,300	28.9	2	10.4	5.3
LS17-AG034	511	27,300	40,000	677	22	3.4	1.1

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16

LS17-AG035	534	21,500	27,000	410	15	18.8	9.3
LS17-AG036	539	7,010	7,900	96.8	3	49.6	21.6
LS17-AG037	535	21,700	34,000	524	16	217.0	44.2
LS17-AG038	537	22,800	33,000	565	21	19.7	8.0
LS17-AG039	536	23,200	31,000	481	16	85.8	52.2

Max	27,300	40,000	677	22	441.0	266.0
Average	12,718	16,594	258	9	57.2	36.1

Emily Hanson, PGeo, Vice-President of Exploration, is the qualified person who has prepared, supervised, and approved the preparation of the scientific and technical disclosure as above.

Follow up Work Program

The Company engaged SRK Consulting to carry out a Maiden Mineral Resource Estimate and a NI 43-101 compliant technical report for the Company’s three most important salars (La Salada, Caliguey and Santa Clara), and to provide recommendations for further work required to perform MREs on the Company’s other salars in Zacatecas and San Luis Potosi, Mexico.

Additionally, the Company commenced further geochemical, metallurgical, and mineralogical testing of the sediment samples recovered in phase 1 to better support geochemical modelling for the MRE and to test for recovery of potassium, lithium, boron and other minerals of interest.

December 2019 - SRK and the Maiden Resource Estimate

The Company published the NI-43-101 report covering its three primary lithium-potassium salars on December 15, 2019.

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The results are as follows:

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SRK produced the maiden Mineral Resource estimates for the La Salada, Santa Clara, and Caliguey salar sediment deposits. The resulting Mineral Resource statement delineated 120 Mt of Inferred Mineral Resources grading 4.6% potassium and 380 ppm lithium. SRK considers the material delineated to demonstrate ‘reasonable prospects for eventual economic extraction’ using an economic analysis based on preliminary test work undertaken to date along with operating costs from an analogous project and optimistic selling prices.

Exploration potential exists within the claim areas at the three principal salars at depth. Sampling of water within drill holes has shown potential for a potassium-brine project, but this is yet to be tested through systematic exploration.

1. Mr. Martin Pittuck, CEng, MIMMM, FGS, is responsible for this Mineral Resource statement and is an "independent qualified person" as such term is defined in NI 43-101.

2. Mineral Resource is reported above breakeven value of USD 37/t; estimated using potassium and lithium grades, recoveries, operating costs and selling prices on a block-by-block basis.

3. Mineral Resource is considered to have reasonable prospects for eventual economic extraction by open pit surface mining.

4. Mineral Resources are not Mineral Reserves and do not have demonstrated economic viability.

5. The statement uses the terminology, definitions and guidelines given in the CIM Standards on Mineral Resources and Mineral Reserves (May 2014) as required by NI 43-101.

6. Effective date of 17 December 2018.

7. MRE is reported on 100% basis.

8. Tonnes are reported as dry and in metric units.

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FINANCIAL & OPERATIONAL OVERVIEW

Overall Performance

On November 17, 2022 and January 3, 2023, the Company received the total of $967,284 through issuance of an aggregate of 12,897,114 units of the Company at a price of $0.075 per unit for the non-brokered private placement, which will be spent to fulfill the obligations of the Company in the short-term to finance the transaction related to the Ranger-Page and Page Mine projects and to maintain its lithium-potassium project in Mexico. The Company will need to raise additional capital from the sale of common shares or other equity or debt instruments to fund next year’s operations and administration, retire its indebtedness as they come due, and conduct further due diligence on identifying and evaluating additional potential mineral interest acquisitions or other business opportunities. The sustainability of the financial markets related to the mineral exploration sector cannot be determined. This continually poses a challenge for the Company to effectively manage its capital through these volatile conditions.

Financial Condition

The Company’s cash and cash equivalents balance as at June 30, 2023 was $17,904 compared to $157,177 at June 30, 2022. Working capital deficiency of the Company as at June 30, 2023 was $649,720 compared to $227,933 as at June 30, 2022. The decrease in working capital was predominantly attributable to cash spent on the Company’s mineral properties and general corporate expenses.

Results of Operations

Three months ended June 30, 2023

The net loss for the three months ended June 30, 2023 (“2023Q4”) was $151,044 as compared to $179,798 in the comparative quarter of the previous year (“2022Q4”). The decrease in net loss of $28,754 was mainly due to an increase in consulting fees to $22,666 (2022Q4 – $Nil) and advertising and promotion expenses to $70,607 (2022Q4 – $34,438). The increase in net loss was offset by a decrease in professional fees to $27,462 (2022Q4 - $50,207), salaries and wages to $12,128 (2022Q4 - $23,437) and share-based payments to a recovery of $10,529 (2022Q4 - expense of $43,524) related to stock vested and reclassified to exploration and evaluation assets during the period.

Furthermore, the Company’s foreign exchange loss of $6,440 (2022Q4 – $2,369) – difference of $4,071 due to the conversion of foreign transactions and balances in Mexican Pesos and United States Dollars to Canadian dollars mainly related to expenditures on the Company’s mineral properties.

Year ended June 30, 2023

The net loss for the year ended June 30, 2023 was $752,824 as compared to $795,826 in the comparative period of the previous year. The decrease in net loss of $43,002 was mainly due to a decrease in general and administrative expenses to $104,482 (2022 - $134,003) and share-based payments to $120,415 (2022 - $257,045) related to stock options granted, vested and reclassified to exploration and evaluation assets during the year. The decrease in net loss was offset by an increase in advertising and promotion to $210,071 (2022 - $158,636) and consulting fees to $52,098 (2022 – $30,429).

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19

Furthermore, the Company’s foreign exchange loss of $46,073 (2022 – $7,146) – difference of $38,927 due to the conversion of foreign transactions and balances in Mexican Pesos and United States Dollars to Canadian dollars mainly related to expenditures on the Company’s mineral properties.

Cash Flows

The cash flows used in operating activities was $328,264 during the year ended June 30, 2023 compared to $247,878 in the comparative period.

Cash flows used in investing activities was $709,432 during the year ended June 30, 2023 compared to $1,078,935 in the comparative period. The decrease is mainly due to the Company incurring reduced exploration and evaluation assets expenditures on the MexiCan and Ranger-Page projects during the current year.

During the year ended June 30, 2022, the Company issued a total of 5,330,000 common shares pursuant to the exercise of 5,330,000 warrants at an exercise price of between $0.075 and $0.15 per share for total proceeds of $414,750.

On November 17, 2022, the Company closed the first tranche of a non-brokered private placement and raised aggregate gross proceeds of $697,284 through issuance of an aggregate of 9,297,114 units of the Company at a price of $0.075 per unit. Each unit is comprised of one common share of the Company and one purchase warrant. Each warrant is exercisable to acquire an additional common share at a price of $0.15 per share for 24 months from the date of issue. In connection with closing, the Company paid finder’s fees of $42,461 and issued 598,147 broker warrants, each entitling the holder thereof to purchase one common share at an exercise price of $0.15 per share for 24 months from the date of issue.

On January 3, 2023, the Company closed the final tranche of a non-brokered private placement and raised gross proceeds of $270,000 through issuance of an aggregate of 3,600,000 units of the Company at a price of $0.075 per unit. Each unit is comprised of one common share of the Company and one purchase warrant. Each warrant is exercisable to acquire an additional common share at a price of $0.15 per share for 24 months from the date of issue. In connection with closing, the Company paid finder’s fees of $26,400 and issued 232,000 broker warrants, each entitling the holder thereof to purchase one common share at an exercise price of $0.15 per share for 24 months from the date of issue.

In August 2023, the Company closed its first and second tranche of non-brokered private placements and raised aggregate gross proceeds of $685,874 through issuance of an aggregate of 6,858,741 common shares of the Company at a price of $0.10 per share. In connection with closing, the Company paid finder’s fees of $13,600.

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SELECTED ANNUAL FINANCIAL INFORMATION

Description	Year ended June 30, 2023	Year ended June 30, 2022	Year ended June 30, 2021
	$	$	$
Operatingexpenses	706,751	788,680	753,140
Net loss beingcomprehensive loss	(752,824)	(795,826)	(781,843)
Lossper share – basic(1)(2)	(0.02)	(0.02)	(0.03)
Cumulative mineral properties and deferred development expenditures	4,008,375	3,290,002	2,367,813
Total assets	4,061,235	3,487,903	3,439,745

EXPLORATION AND EVALUATION ASSETS

Mineral property acquisition, exploration and development expenditures are deferred until the properties are placed into production, sold, impaired, or abandoned. These deferred costs will be amortized over the estimated useful life of the properties following commencement of production or written down if the properties are allowed to lapse, are impaired, or are abandoned. The deferred costs associated with each property for the year ended June 30, 2023 and 2022 are summarized in the tables below:

	Lithium	Ranger-
	Salars	Page	Total
	$	$	$
Acquisition costs
Balance, June 30, 2022	1,656,217	406,814	2,063,031
Acquisition	-	106,014	106,014
Total, June 30, 2023	1,656,217	512,828	2,169,045
Exploration and evaluation costs
Balance, June 30, 2022	824,164	402,807	1,226,971
Assays and analysis	-	38,968	38,968
Depreciation	348	-	348
Field supplies and miscellaneous	397	27,894	28,291
Geological consultants	-	94,559	94,559
Geophysics	-	165,128	165,128
Legal and administration	-	82,409	82,409
Taxes and duties	135,898	-	135,898
Travel and accommodation	-	8,182	8,182
Share-basedpayments	-	58,576	58,576
Total, June 30, 2023	960,807	878,523	1,839,330
Total, June 30, 2023	2,617,024	1,391,351	4,008,375

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	Lithium	Ranger-
	Salars	Page	Total
	$	$	$
Acquisition costs
Balance, June 30, 2021	1,656,217	25,646	1,681,863
Acquisition	-	381,168	381,168
Total, June 30, 2022	1,656,217	406,814	2,063,031
Exploration and evaluation costs
Balance, June 30, 2021	628,853	57,097	685,950
Assaying and analysis	-	1,365	1,365
Depreciation	496	-	496
Field supplies and miscellaneous	-	24,810	24,810
Geological consultants	-	73,188	73,188
Geophysics	-	120,676	120,676
Legal and administration	8,934	105,852	114,786
Taxes and duties	185,881	-	185,881
Travel and accommodation	-	19,819	19,819
Total, June 30, 2022	824,164	402,807	1,226,971
Total, June 30, 2022	2,480,381	809,621	3,290,002

For details of the exploration evaluation costs, please see note 5 of the consolidated financial statements for the year ended June 30, 2023.

SUMMARY OF QUARTERLY RESULTS

Three Month Period Ending	Net Earnings / (Loss)	Net Earnings / (Loss) per Share Basic and Diluted(1) (2)
	$	$
June 30, 2023	(151,044)	(0.00)
March 31, 2023	(231,184)	(0.01)
December 31, 2022	(259,841)	(0.01)
September 30, 2022	(110,755)	(0.00)
June 30, 2022	(131,560)	(0.00)
March 31, 2022	(184,190)	(0.01)
December 31, 2021	(193,970)	(0.01)
September 30, 2021	(286,106)	(0.01)

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22

1. Basic per share calculations are made using the weighted-average number of shares outstanding during the period.

2. Earnings (loss) per share on a diluted basis is the same as the basic calculation per share as all factors are anti-dilutive.

FINANCIAL INSTRUMENTS

The Company’s financial instruments consist of cash and cash equivalents, amounts receivable, accounts payable and accrued liabilities and loan payable.

The Company’s financial instruments are exposed to certain risks, including credit risk, interest rate risk, liquidity risk, currency risk and market risk.

(a) Credit risk

Credit risk is the risk that one party to a financial instrument will cause a financial loss for the other party by failing to discharge an obligation. Financial instruments that potentially subject the Company to credit risk consist of cash. The Company’s cash are held through a large Canadian financial institution. Management believes the risk of loss to be remote.

(b) Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. In management’s opinion, the Company is not exposed to significant interest rate risk.

(c) Liquidity risk

Liquidity risk is the risk that an entity will encounter difficulty in meeting obligations associated with financial liabilities. The Company’s approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when due. The Company monitors and reviews current and future cash requirements and matches the maturity profile of financial assets and liabilities. This is generally accomplished by ensuring that cash is always available to settle financial liabilities. As at June 30, 2023, the Company had cash and cash equivalent on hand of $17,904 (2022 – $157,177) available to settle current liabilities of $698,000 (2022 – $409,258). Accounts payable and accrued liabilities have contractual maturities of less than 30 days and are subject to normal trade terms. Loans payable have contractual maturities of greater than 12 months.

(d) Currency risk

The Company’s functional currency is the Canadian dollar. The Company is primarily exposed to currency fluctuations related to accounts payable and accrued liabilities and payment obligations for exploration and evaluation that are denominated in Mexican Pesos and US dollars. As at June 30, 2023, the Company had net current liabilities of $484,511 (2022 – $285,791) denominated in Mexican Pesos and net current liabilities of $7,443 (2022 – $12,458) denominated in US dollars which was translated at 0.07736 pesos to $1 (2022 – 0.06398) and 1.324 US to $1 (2022 – $1.2886), respectively. The Company does not actively manage this risk.

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23

• (e) Market risk

Market risk is the risk of loss that may arise from changes in market factors such as market prices, foreign exchange rates and interest rates. In management’s opinion, the Company is not exposed to significant market risk.

LIQUIDITY AND CAPITAL RESOURCES

As of June 30, 2023, the Company has a net working capital deficiency of $649,720 (2022 – $227,933), cash on hand of $17,904 (2022 – $157,177), and a deficit of $13,853,544(2022 – $13,100,720).

The Company’s consolidated financial statements have been prepared on the basis that the Company will continue as a going concern, which assumes the realization of assets and the settlement of liabilities in the normal course of business. The appropriateness of the going concern assumption is dependent upon the Company’s ability to generate future profitable operations and/or generate continued financial support in the form of equity financings. These material uncertainties cast significant doubt regarding the Company’s ability to continue as a going concern. Management feels that sufficient working capital will be obtained from public share offerings to meet the Company’s liabilities and commitments as they come due. The consolidated financial statements do not reflect any adjustments to the carrying values of assets and liabilities and the reported expenses and statement of financial position classification that would be necessary if the going concern assumption were not appropriate and such adjustments could be material.

The recovery of amounts shown as exploration and evaluation assets is dependent upon the discovery of economically recoverable resources, the ability of the Company to obtain adequate financing to complete development, and upon future profitable operations from the properties or proceeds from the dispositions thereof.

The Company currently has no operations that generate cash flow, and its long-term financial success is contingent upon management’s ability to locate economically recoverable resources. This process can take many years to complete, cannot be guaranteed of success, and is also subject to factors beyond the control of management. Factors such as commodity prices, the health of the equity markets and the track record and experience of management all impact the Company’s ability to raise funds to complete exploration and development programs.

CAPITAL MANAGEMENT

The Company’s objectives when managing capital are as follows:

• i. To safeguard the Company’s ability to continue as a going concern;

• ii. To raise sufficient capital to finance its exploration and development activities on its mineral exploration properties;

• iii. To raise sufficient capital to meet its general and administrative expenditures.

The Company manages its capital structure and adjusts it based on the general economic conditions, its short-term working capital requirements, and its planned exploration and development program expenditure requirement. The capital structure of the Company is composed of working capital (deficiency) and shareholders’ equity. The Company may manage its capital by issuing flow through or common shares, or by obtaining additional financing.

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SIGNIFICANT ACCOUNTING JUDGEMENTS AND ESTIMATES

The preparation of the consolidated financial statements for the year ended June 30, 2023 requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of expenses during the reporting period. Actual outcomes could differ from these estimates. The consolidated financial statements include estimates which, by their nature, are uncertain. The impacts of such estimates are pervasive throughout the consolidated financial statements and may require accounting adjustments based on future occurrences. Revisions to accounting estimates are recognized in the period in which the estimate is revised, and the revision affects both current and future periods.

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

• i. the recoverability of amounts receivable which are included in the consolidated statements of financial position;

• ii. the carrying amount and recoverability of exploration and evaluation expenditures requires judgment in determining whether it is likely that future economic benefits will flow to the Company, which may be based on assumptions about future events or circumstances. Estimates and assumptions made may change if new information becomes available. If, after costs are capitalized, information becomes available suggesting that the recovery of expenditure is unlikely, the amount capitalized is written off to profit or loss in the period the new information becomes available; and

• iii. the Company assesses its mineral properties’ rehabilitation provision at each reporting date or when new material information becomes available

• iv. management uses valuation techniques in measuring the fair value of share options granted.

Critical accounting judgments

The following accounting policies involve judgments or assessments made by management:

• The determination of when an exploration and evaluation asset move from the exploration stage to the development stage;

• Going concern assumption; and

• Deferred income taxes.

OFF-BALANCE SHEET ARRANGEMENTS

The Company has not participated in any off-balance sheet or income statement arrangements.

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25

RELATED PARTY TRANSACTIONS

The Company paid or accrued the following amounts to related parties during the year ended June 30, 2023 and 2022:

		Nature of
Payee	Description of Relationship	Transaction	2023	2022
			$	$
Brandon Rook	CEO and director	Salaries and wages	181,758	178,933
		and rent fees
Doug Dobbs Consulting	Company conrtolled by Doug	Consulting fees	40,191	-
LLC	Dobbs, Director of Corporate
	Development
Gordon J. Fretwell Law	Company controlled by Gordon	Legal fees	33,532	19,161
Corporation	Fretwell, officer and former
	director
Golden Tree Capital	Company controlled by Dong	Accounting fees	36,000	36,000
Corp.	Shim, CFO
SHIM & Associates LLP	Company controlled by Dong	Accounting fees	12,000	12,000
	Shim, CFO
Management and		Share-based	67,193	206,970
Directors		payments
			370,674	453,064

The services provided by and fees charged by the related parties are in the normal course of operations and are measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties.

Amounts due to related parties as at June 30, 2023 and 2022 were as follows:

		June 30,	June 30,
Payee	Description of Relationship	2023	2022
		$	$
Albert Wu & Associates Ltd.	Company controlled by Albert Wu, former	4,620	4,620
	CFO
Allan Laboucan	Former president, former CEO, and a former	36	36
	director
Brandon Rook	CEO	7,411	-
DougDobbs ConsultingLLC		6,620	-
Golden Tree Capital Corp.	Companycontrolled byDongShim, CFO	33,550	34,650
Gordon J. Fretwell Law	Company controlled by Corporate Secretary	14,771	-
Corporation
SHIM & Associates LLP	Companycontrolled byDongShim, CFO	14,800	8,500
		81,808	47,806

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26

The amounts due to related parties are included in accounts payable and accrued liabilities and are noninterest bearing, unsecured, and have repayment terms similar to other non-related party trade payables. The Company has identified its directors and senior officers as its key management personnel. No postemployment benefits, other long-terms benefits and termination benefits were made during the year ended June 30, 2023 and 2022.

RISKS AND UNCERTAINTIES

Nature of Mineral Exploration and Mining

At the present time, the Company does not hold any interest in a mining property in production. The Company’s viability and potential success lie in its ability to discover, develop, exploit, and generate revenue out of mineral deposits. The exploration and development of mineral deposits involve significant financial risks over a significant period which even a combination of careful evaluation, experience and knowledge may not eliminate. While discovery of a mine may result in substantial rewards, few properties which are explored are ultimately developed into producing mines. Major expenses may be required to establish reserves by drilling and to construct mining and processing facilities at a site. It is impossible to ensure that the current or proposed exploration programs on exploration properties in which the Company has an interest will result in a profitable commercial mining operation.

The operations of the Company are subject to all the hazards and risks normally incidental to exploration and development of mineral properties, any of which could result in damage to life or property, environmental damage, and possible legal liability for any or all damage. The activities of the Company may be subject to prolonged disruptions due to weather conditions depending on the location of operations in which the Company has interests. Hazards, such a unusual or unexpected formation, rock bursts, pressures, cave-ins, flooding or other conditions may be encountered in the drilling and removal of material. While the Company may obtain insurance against certain risks in such amounts as it considers adequate, the nature of these risks is such that liabilities could exceed policy limits or could be excluded from coverage. There are also risks against which the Company cannot insure or against which it may elect not to insure. The potential costs which could be associated with any liabilities not covered by insurance or more than insurance coverage or compliance with applicable laws and regulations may cause substantial delays and require significant capital outlays, adversely affecting the future earnings and competitive position of the Company and, potentially, its financial position.

Whether a mineral deposit will be commercially viable depends on several factors, some of which are the particular attributes of the deposit, such as its size and grade, proximity to infrastructure, financing costs and governmental regulations, including regulations relating to prices, taxes, royalties, infrastructure, land use, importing and exporting and environmental protection. The effect of these factors cannot be accurately predicted, but the combination of these factors may result in the Company not receiving an adequate return on invested capital.

Fluctuating Prices

Factors beyond the control of the Company may affect the marketability of any copper, nickel, gold, platinum, or any other minerals discovered. Resource prices have fluctuated widely and are affected by numerous factors beyond the Company’s control. The effect of these factors cannot accurately be predicted.

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27

Competition

The mineral exploration and mining business is competitive in all of its phases. The Company competes with numerous other companies and individuals, including competitors with greater financial, technical, and other resources than the Company, in the search for and acquisition of attractive mineral properties. The ability of the Company to acquire properties in the future will depend not only on its ability to develop its present properties, but also on its ability to select and acquire suitable properties or prospects for mineral exploration. There is no assurance that the Company will continue to be able to compete successfully with its competitors in acquiring such properties or prospects.

Financing Risks

The Company has limited financial resources and no current revenues. There is no assurance that additional funding will be available to it for further exploration and development of its projects or to fulfill its obligations under applicable agreements. Although the Company has been successful in the past in obtaining financing through the sale of equity securities, there can be no assurance that the Company will be able to obtain adequate financing in the future or that the terms of such financing will be favourable. Failure to obtain such additional financing could result in delay or indefinite postponement of further exploration and development of the property interests of the Company with the possible dilution or loss of such interests.

Permits and Licenses

The operations of the Company may require licenses and permits from various governmental authorities. The Company believes that it presently holds all necessary licenses and permits required carrying on with activities which it is currently conducting under applicable laws and regulations and the Company believes it is presently complying in all material respects with the terms of such laws and regulations. However, such laws and regulations are subject to change. There can be no assurance that the Company will be able to obtain all necessary licenses and permits required to carry out exploration, development, and mining operations at its projects.

No Assurance of Titles

The acquisition of title to mineral projects is a very detailed and time consuming process. Although the Company has taken precautions to ensure that legal title to its property interests is properly recorded in the name of the Company where possible, there can be no assurance that such title will ultimately be secured. Furthermore, there is no assurance that the interest of the Company in any of its properties may not be challenged or impugned.

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Environmental Regulations

The operations of the Company are subject to environmental regulations promulgated by government agencies from time to time. Environmental legislation provides for restrictions and prohibitions on spills, releases or emissions of various substances produced in association with certain mineral exploration and mining operations, which would result in environmental pollution. A breach of such legislation may result in the imposition of fines and penalties. In addition, certain types of operations require the submission and approval of environmental impact assessments. Environmental legislation is evolving in a manner which means stricter standards, and enforcement, fines and penalties for non-compliance are more stringent. Environmental assessments of proposed projects carry a heightened degree of responsibility for companies and their directors, officers, and employees. The cost of compliance with changes in governmental regulations has a potential to reduce the profitability of operations.

Conflicts of Interest

The directors and officers of the Company may serve as directors or officers of other public resource companies or have significant shareholdings in other public resource companies. Situations may arise in connection with potential acquisitions and investments where the other interests of these directors and officers may conflict with the interest of the Company. If such a conflict of interest arises at a meeting of the directors of the Company, a director is required by the Business Corporations Act (Ontario) to disclose the conflict of interest and to abstain from voting on the matter.

From time to time several companies may participate in the acquisition, exploration and development of natural resource properties thereby allowing for their participation in larger programs, permitting involvement in a greater number of programs and reducing financial exposure in respect of any one program. It may also occur that a particular company will assign all or a portion of its interest in a particular program to another of these companies due to the financial position of the company making the assignment. In determining whether or not the Company will participate in a particular program and the interest therein to be acquired by it, the directors will primarily consider the degree of risk to which the Company may be exposed and its financial position at that time.

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MANAGEMENT

The Company is dependent on a relatively small number of key people, the loss of any of whom could have an adverse effect on its operations. Any key person insurance which the Company may have on these individuals may not adequately compensate for the loss of the value of their services. Changes in management since the beginning of the period are summarized as follows:

Current directors:	Timothy Mosey	Director	Appointed August 22, 2018
	Clive Massey	Director	Appointed February 1, 2021
	Brandon Rook	Director	Appointed April 15, 2019
	Darrell Podowski	Director	Appointed April 6, 2021
Current officers:	Brandon Rook	CEO	Appointed April 15, 2019
	Dong H. Shim	CFO	Appointed April 25, 2018

ADDITIONAL INFORMATION

Additional information relating to the Company is available on SEDAR+ at www.sedarplus.ca.

LATEST OUTSTANDING SHARE DATA

Authorized:

Class A common - unlimited Class B common - unlimited Common shares - unlimited

Common shares - The Company has the following common shares issued and outstanding:

Common Shares	Number of
	Shares
Balance, June 30, 2023	48,721,899
Balance, as at the date of this report	55,580,640

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Options outstanding and exercisable at date of this report, post share consolidation, are as follows:

Expiry Date	Exercise	Price	Number of Options
February 10, 2026	$	0.20	2,020,000
April 6, 2026	$	0.25	300,000
July 20, 2026	$	0.20	120,000
June 21, 2027	$	0.20	500,000
January 13, 2028	$	0.15	1,900,000
Balance, date of this report			4,840,000

Warrants outstanding at date of this report, post share consolidation, are as follows:

Expiry Date	Number of Warrants	Exercise Price
November 17, 2024	9,895,261 $	0.15
January 3, 2025	3,832,000 $	0.15
March 1, 2025	2,750,000 $	0.30
Balance, date of this report	16,477,261

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