Volta Metals Ltd. — Interim / Quarterly Report 2023

Nov 17, 2023

Unaudited Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2023 and the period from April 19, 2022 (incorporation) to September 30, 2022

(Unaudited - Expressed in Canadian dollars)

VOLTA METALS LTD.

Notice of Disclosure of Non-auditor Review of the Condensed Interim Consolidated Financial Statements for the three and nine months ended September 30, 2023, and the period from April 19, 2022 (incorporation) to September 30, 2022

Pursuant to National Instrument 51-102 Continuous Disclosure Obligations, part 4, subsection 4.3(3)(a) issued by the Canadian Securities Administrators, if an auditor has not performed a review of the interim financial statements, they must be accompanied by a notice indicating that the interim financial statements have not been reviewed by an auditor.

The accompanying unaudited condensed interim consolidated financial statements of Volta Metals Ltd. (formerly Cashbox Ventures Ltd.) for the interim period ended September 30, 2023 and the period from April 19, 2022 (incorporation) to September 30, 2022, have been prepared in accordance with International Accounting Standard 34 Interim Financial Reporting, as issued by the International Accounting Standards Board, and are the responsibility of management.

The independent auditors, Davidson & Company LLP, have not performed a review of these unaudited condensed interim consolidated financial statements.

November 16, 2023

Condensed Interim Consolidated Statements of Financial Position

(Unaudited - Expressed in Canadian dollars) As at

		September 30,	December 31,
	Note	2023	2022
		$	$
ASSETS
Current
Cash		882,943	16,478
Receivables	6	134,989	1,705
Prepaid expenses		16,322	-
		1,034,254	18,183
Exploration and evaluation assets	7	293,267	177,567
Equipment	8	62,550	-
Total assets		1,390,071	195,750
LIABILITIES
Current
Accounts payable and accrued liabilities	10	194,731	14,993
Shareholder loans	10	-	75,000
Total liabilities		194,731	89,993
SHAREHOLDERS' EQUITY
Share capital	9(b)	3,544,224	122,000
Reserves	9(c)(d)	131,286	-
Accumulated deficit		(2,480,170)	(16,243)
Total shareholders' equity		1,195,340	105,757
Total liabilities and shareholders' equity		1,390,071	195,750

Nature of business and going concern (Note 1) Subsequent events (Note 14)

Approved and authorized for issue on behalf of the Board of Directors:

/s/ Kerem Usenmez /s/ Murray Hinz

Director Director

Condensed Interim Consolidated Statements of Loss and Comprehensive Loss

(Unaudited - Expressed in Canadian dollars)

		Three months	Three months	Nine months	April 19, 2022
		ended	ended	ended	(incorporation) to
		September 30,	September 30,	September 30,	September 30,
	Note	2023	2022	2023	2022
		$	$	$	$
Expenses
Depreciation	8	3,412	-	5,687	-
Directors' fees	10	33,718	-	79,081	-
Exploration and evaluation	7	440,545	-	525,594	-
General and administrative		5,258	-	14,273	-
Insurance		4,361	-	5,528	-
Management fees	10	70,250	-	205,750	-
Marketing and investor relations		24,576	-	34,589	-
Professional fees		60,767	-	85,199	-
Share-based compensation	10	39,570	-	117,985	-
Transfer agent and filing fees		6,357	-	9,434	-
Loss before other items		688,814	-	1,083,120	-
Other items
Interest expense	10	(551)	-	(3,284)	-
Interest income		384	-	384	-
Impairment of exploration and evaluation assets	7	(124,300)	-	(124,300)	-
Listing expense	5	-	-	(1,253,607)	-
Loss and comprehensive loss for the period		(813,281)	-	(2,463,927)	-
Loss per share:
Basic and diluted		(0.02)	-	(0.12)	-
Weighted average number of common shares:
Basic and diluted		38,183,546	-	20,139,912	-

Condensed Interim Consolidated Statements of Cash Flows

(Unaudited - Expressed in Canadian dollars)

		Nine months	April 19, 2022
		ended	(incorporation) to
		September 30,	September 30,
	Note	2023	2022
		$	$
Operating activities:
Loss and comprehensive loss for the period		(2,463,927)	-
Items not affecting cash:
Depreciation		5,687	-
Share-based compensation		117,985	-
Impairment of exploration and evaluation assets		124,300	-
Interest expense		3,284	-
Listing expense		1,253,607	-
Changes in non-cash working capital:
Receivables		(133,284)	-
Prepaid expenses		(16,322)	-
Accounts payable and accrued liabilities		80,259	-
Cash used in operating activities		(1,028,411)	-
Investing activities:			-
Investment in exploration and evaluation assets		(37,300)	-
Purchase of equipment		(68,237)	-
Cash acquired on the reverse takeover	5	584,299	-
Cash paid for reverse takeover costs	5	(490,886)	-
Cash used in investing activities		(12,124)	-
Financing activities:
Proceeds from the issuance of common shares		1,750,000	-
Share issuance costs paid in cash		(18,000)	-
Proceeds from loan receivable	5	250,000	-
Repayment of shareholders loans		(75,000)	-
Cash provided by financing activities		1,907,000	-
Net change in cash		866,465	-
Cash, beginning of period		16,478	-
Cash, end of period		882,943	-
Supplemental cash flow information:
Issuance of common shares in the reverse takeover	5	1,487,524	-
Issuance of warrants in the reverse takeover	5	1,066	-
Issuance of options in the reverse takeover	5	12,235	-
Issuance of common shares for exploration and evaluation assets	7,9	202,700	-

Condensed Interim Consolidated Statements of Changes in Shareholders' Equity

(Unaudited - Expressed in Canadian dollars, except number of shares)

					Total
	Number of	Share		Accumulated	shareholders'
	shares	capital	Reserves	deficit	equity
	#	$	$	$	$
Balance,April 19, 2022 (date of incorporation)and September 30, 2022	-	-	-	-	-
Common shares issued in private placement	4,975,160	122,000	-	-	122,000
Loss and comprehensive loss for the period	-	-	-	(16,243)	(16,243)
Balance, December 31, 2022	4,975,160	122,000	-	(16,243)	105,757
Common shares issued for reverse takeover	14,875,235	1,487,524	13,301	-	1,500,825
Common shares issued in private placement	17,500,000	1,750,000	-	-	1,750,000
Share issuance costs	-	(18,000)	-	-	(18,000)
Common shares issued for Falcon West Project	431,655	90,000	-	-	90,000
Common shares issued for Swole Lake Project	200,000	41,700	-	-	41,700
Common shares issued for Root Lake Project	167,866	35,000	-	-	35,000
Common shares issued for White LightsProject	95,923	20,000	-	-	20,000
Common shares issued for WakemanProject	200,000	16,000	-	-	16,000
Share-based compensation	-	-	117,985	-	117,985
Loss and comprehensive loss for the period	-	-	-	(2,463,927)	(2,463,927)
Balance, September30, 2023	38,445,839	3,544,224	131,286	(2,480,170)	1,195,340

1. NATURE OF BUSINESS AND GOING CONCERN

Volta Metals Ltd. (the "Company" or "Volta") (previously known as Cashbox Ventures Ltd.) was incorporated under the laws of British Columbia on April 3, 2018. The Company's head office and principal address is Suite 700A, 390 Bay Street, Toronto, Ontario M5H 2Y2. The Company is listed on the Canadian Securities Exchange (the "CSE") under the ticker symbol "VLTA" (previously "CBOX.X"). Volta is a lithium, cesium, and tantalum-focused Canadian exploration company with a land package in northwestern Ontario, Canada.

a) Reverse takeover transaction ("RTO Transaction")

LiCAN Exploration Inc. ("LiCAN") was a privately held mineral exploration company incorporated on April 19, 2022, in the province of Ontario pursuant to the Business Corporations Act (Ontario). LiCAN had a portfolio of lithium exploration properties under option in northwestern Ontario.

On March 27, 2023, LiCAN entered into a definitive agreement with Volta whereby Volta would acquire all of the issued and outstanding common shares of LiCAN in exchange for common shares of Volta (the "RTO Transaction"). As consideration for the LiCAN shares, Volta issued shares to LiCAN shareholders on the basis of approximately 0.41 Volta shares for each LiCAN share. Pursuant to the RTO Transaction, Volta issued an aggregate of 4,975,160 Volta shares to LiCAN shareholders. In connection with the completion of the RTO Transaction, all of the directors, except one, and all of the officers of Volta, resigned. The RTO Transaction constituted a reverse takeover acquisition for accounting purposes whereby LiCAN acquired Volta. For accounting purposes, LiCAN (the legal subsidiary) is treated as the accounting acquirer, and Volta (the legal parent) is treated as the accounting acquiree in these consolidated financial statements, which are presented as the continuation of the financial statements of LiCAN. The comparative figures are those of LiCAN prior to the reverse takeover acquisition. Volta's results of operations are included from the transaction date, May 26, 2023.

Effective May 26, 2023, the RTO Transaction closed whereby Volta issued 4,975,160 common shares to LiCAN's shareholders (Note 5). In connection with the completion of the RTO Transaction, Volta cancelled 2,808,546 stock options and 509,704 warrants, resulting in 299,078 stock options and 150,000 warrants remaining.

Concurrent with the RTO Transaction, the Company completed a consolidation of its common shares on a ten-for-one basis. All share and per share amounts have been retrospectively adjusted to reflect the consolidation. Any references to common shares are on a post-consolidation basis. The number of warrants and stock options and their respective exercise prices have been retrospectively adjusted to reflect the effects of the consolidation. In addition, in connection with the RTO Transaction, the Company completed a non-brokered private placement of 17,500,000 common shares at a price of $0.10 per share for gross proceeds of $1,750,000. In connection with the completion of the RTO Transaction, Cashbox Ventures Ltd. changed its name to Volta Metals Ltd.

b) Going concern

The Company's principal business activities include the acquisition and exploration of mineral property assets. The Company is in the exploration stage with respect to its interests in exploration and evaluation assets. The recoverability of the amounts comprising exploration and evaluation assets is dependent upon the confirmation of economically recoverable reserves, the ability of the Company to obtain the necessary financing to successfully complete their exploration and development, and future profitable production.

These unaudited condensed interim consolidated financial statements for the three and nine months ended September 30, 2023 and the period from April 19, 2022 (incorporation) to September 30, 2022 (the "financial statements") have been prepared on a going concern basis, which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. As at September 30, 2023, the Company has not yet achieved profitable operations. The continuing operations of the Company are dependent upon obtaining the necessary financing to meet the Company's commitments as they become due and its ability to finance future exploration and development of potential business acquisitions, economically recoverable reserves, securing and maintaining title and beneficial interest in the properties, and upon future profitable production. Failure to continue as a going concern would require that assets and liabilities be recorded at their liquidation values, which may differ materially from their carrying values. These financial statements do not include adjustments that would be necessary should the Company be unable to continue as a going concern.

Notes to the Condensed Interim Consolidated Financial Statements For the three and nine months ended September 30, 2023 and the period from April 19, 2022 (incorporation) to September 30, 2022 (Unaudited - Expressed in Canadian dollars)

2. BASIS OF PRESENTATION

a) Statement of compliance

These financial statements were approved by the Board of Directors and authorized for issue on November 16, 2023.

These financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB") and interpretations of the International Financial Reporting Interpretations Committee applicable to the preparation of interim financial statements, including International Accounting Standard 34 Interim Financial Reporting.

b) Basis of measurement

The financial statements have been prepared using the historical cost basis, except for certain financial assets and liabilities, which are measured at fair value, as specified by IFRS for each type of asset, liability, income, and expense as set out in the accounting policies below, as well as information presented in the consolidated statements of cash flows. In addition, these financial statements have been prepared using the accrual basis of accounting, except for cash flow information.

c) Functional and presentation currency

The functional currency is the currency of the primary economic environment in which an entity operates. These financial statements have been prepared in Canadian dollars, which is the Company's and its subsidiary's functional and presentation currency, except as otherwise noted.

d) Basis of consolidation

These financial statements include the accounts of the Company and its wholly-owned subsidiary, LiCAN Exploration Inc. The Company's financial statements include subsidiaries from the date control commences until the date control ceases. Control exists where the parent entity has power over the investee and is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. All intercompany transactions and balances are eliminated on consolidation.

3. MATERIAL ACCOUNTING POLICY INFORMATION

a) Cash and cash equivalents

Cash and cash equivalents consist of cash on hand, deposits in banks with no restrictions, and other short-term, highly liquid investments with original maturities of three months or less.

b) Related party transactions

Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Parties are considered to be related if they are subject to common control. Related parties may be individuals or corporate entities. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties.

c) Loss per share

Basic loss per share is computed using the weighted average number of common shares outstanding during the year. Diluted earnings per share amounts are calculated giving effect to the potential dilution that would occur if securities or other contracts to issue common shares were exercised or converted to common shares using the treasury stock method. If the Company incurs net losses in a fiscal year, basic and diluted losses per share are calculated in the same manner. In the Company's case, diluted loss per share is the same as basic loss per share as the effect of outstanding stock options and warrants on loss per share would be anti-dilutive.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2023 and the period from April 19, 2022 (incorporation) to September 30, 2022 (Unaudited - Expressed in Canadian dollars)

3. MATERIAL ACCOUNTING POLICY INFORMATION (continued)

d) Exploration and evaluation assets

Costs incurred before the Company has acquired the right to explore a property are expensed as incurred. Exploration and evaluation asset acquisition costs, including option payments, are capitalized. Exploration expenditures incurred prior to the determination of the feasibility of mining operations and a decision to proceed with development are recorded in profit or loss. Once a property is brought into production, the capitalized costs are amortized on a units-of-production basis or until the property is abandoned, sold, or management determines that the asset is no longer economically viable, at which time the unrecovered deferred costs are expensed to profit or loss. Proceeds received from the sale of any interest in a property will be credited against the carrying value of the property, with any excess included in profit or loss.

e) Equipment

Equipment is stated at historical cost net of accumulated depreciation and impairment losses.

The cost of an item of equipment includes the purchase price or construction cost, any costs directly attributable to bringing the asset to the location and condition necessary for its intended use, an initial estimate of the costs of dismantling and removing the item and restoring the site on which it is located, and for qualifying assets, the associated borrowing costs.

Costs incurred for major overhaul of existing equipment and sustaining capital are capitalized as equipment and are subject to depreciation once they are available for use. Major overhauls include improvement programs that increase the productivity or extend the useful life of an asset beyond that initially envisaged. The costs of routine maintenance and repairs that do not constitute improvement programs are accounted for as repairs and maintenance.

The carrying amounts of equipment are depreciated to their estimated residual value over the estimated useful lives of the specific assets concerned or the estimated life of mine or lease, whichever is shorter. Depreciation starts on the date when commissioning is complete, and the asset is ready for its intended use. A summary of the Company's annual depreciation rates and methods is as follows:

Class of equipment	Depreciationrate	Depreciationmethod
Equipment	20%	Straight-line

f) Asset retirement obligations

The Company recognizes liabilities for statutory, contractual, constructive, or legal obligations associated with the retirement of exploration and evaluation assets and equipment when those obligations result from the acquisition, construction, development or normal operation of the assets. The net present value of future rehabilitation cost estimates arising from the decommissioning of plant and other site preparation work is capitalized to the related asset along with a corresponding increase in the rehabilitation provision in the period incurred. Discount rates using a pre-tax rate that reflects the time value of money are used to calculate the net present value. The rehabilitation asset is depreciated on the same basis as the related asset.

The Company's estimates of reclamation costs could change as a result of changes in regulatory requirements, discount rates, and assumptions regarding the amount and timing of the future expenditures. These changes are recorded directly to the related asset with a corresponding entry to the rehabilitation provision. The Company's estimates are reviewed annually for changes in regulatory requirements, discount rates, effects of inflation, and changes in estimates.

g) Share capital

Equity instruments are contracts that give a residual interest in the net assets of the Company. Financial instruments issued by the Company are classified as equity only to the extent that they do not meet the definition of a financial liability or financial asset. The Company's common shares, stock options, and warrants are classified as equity instruments.

The Company records proceeds from common share issuances net of issue costs and any tax effects in equity. Common shares issued for consideration other than cash are valued based on their fair value on the date of issuance.

VOLTA METALS LTD. (formerly Cashbox Ventures Ltd.) Notes to the Condensed Interim Consolidated Financial Statements For the three and nine months ended September 30, 2023 and the period from April 19, 2022 (incorporation) to September 30, 2022 (Unaudited - Expressed in Canadian dollars)

3. MATERIAL ACCOUNTING POLICY INFORMATION (continued)

h) Share-based compensation

The Company has a stock option plan, which allows grants of options to purchase common shares by the Company's directors, officers, employees, and consultants. The Company accounts for the stock options at their fair value and recognizes the cost as compensation expense over the vesting period, with the offset recorded to reserves. The amount recognized as share-based compensation expense is adjusted to reflect the number of awards for which the related service conditions are expected to be met such that the amount ultimately recognized as an expense is based on the number of awards that do meet the related service conditions at the vesting date.

The fair value of stock options granted to directors and employees is measured using the Black-Scholes option pricing model on the date of issuance. Share-based compensation to non-employees is measured at the fair value of the goods or services received or at the fair value of the equity instruments issued if it is determined that the fair value of the goods or services received cannot be reliably measured and is recorded at the date the goods or services are received.

Consideration received on the exercise of stock options is recorded as share capital, and the amount previously recognized in reserves is transferred to share capital. For vested options that are forfeited or expire unexercised, the initial fair value recorded remains in reserves. When the right to exercise options is forfeited before the options have vested, any expense previously recorded is reversed.

i) Warrants

Warrants issued by the Company typically accompany an issuance of common shares in the Company (a "unit") and entitle the warrant holder to exercise the warrants for a stated price for a stated number of common shares of the Company. The fair values of the components of the units sold are measured using the residual value approach, where the value is allocated first to share capital based on the market value of common shares on the date of issue, and the residual value is allocated to the warrants. If the proceeds are less than or equal to the estimated fair market value of the common share issue, a nil carrying amount is assigned to the warrants. Where warrants are issued as compensation, they are recorded as share-based compensation.

j) Income taxes

Provision for income taxes consists of current and deferred tax expense. Income tax expense is recognized in profit or loss except to the extent that it relates to items recognized either in other comprehensive income (loss) or directly in equity, in which case it is recognized in other comprehensive income (loss) or in equity, respectively. Mining duties, taxes, royalties, and withholding taxes are treated and disclosed as current and deferred taxes if they have the characteristics of an income tax. This is considered to be the case when they are imposed by a government authority, and the amount payable is calculated by reference to taxable income.

Current tax expense is the expected tax payable on the taxable income for the year, using tax rates and tax laws enacted or substantively enacted at the reporting date, adjusted for amendments to tax payable or recoverable with regard to previous years.

Deferred tax expense is recognized in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax expense is not recognized for temporary differences associated with the initial recognition of assets or liabilities in a transaction that is not a business combination, and that affects neither accounting nor taxable income or loss and temporary differences relating to investments in subsidiaries to the extent that it is probable that they will not reverse in the foreseeable future. Deferred tax expense is measured at the tax rates that are expected to be applied to temporary differences when they reverse, based on tax rates and tax laws that have been enacted or substantively enacted at the reporting date.

A deferred tax asset is recognized to the extent that it is probable that future taxable profits will be available against which the temporary difference can be utilized. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized.

Deferred income tax assets and deferred income tax liabilities are offset only when there is a legally enforceable right to set off current tax assets against current income tax liabilities and when they relate to income taxes levied by the same taxation authority on the same taxable entity.

3. MATERIAL ACCOUNTING POLICY INFORMATION (continued)

k) Financial instruments

Classification

The Company classifies its financial instruments in the following categories: at fair value through profit or loss ("FVTPL"), at fair value through other comprehensive income (loss) ("FVTOCI"), or at amortized cost. The Company determines the classification of its financial assets at initial recognition. The classification of debt instruments is driven by the Company's business model for managing the financial assets and their contractual cash flow characteristics. Equity instruments that are held for trading are classified as FVTPL. For other equity instruments, the Company can make an irrevocable election (on an instrument-by-instrument basis) on the day of acquisition to designate them as at FVTOCI. Financial liabilities are measured at amortized cost unless they are required to be measured at FVTPL (such as instruments held for trading or derivatives) or if the Company has opted to measure them at FVTPL.

A summary of the Company's classification of financial instruments under IFRS 9 Financial Instruments is as follows:

Financial instrument	Classification
Financial assetsCash and cash equivalentsReceivables	Amortized costAmortized cost
Financial liabilitiesAccounts payable and accrued liabilitiesShareholder loans	Amortized costAmortized cost

Measurement

Financial assets and liabilities carried at FVTPL are initially recorded at fair value and transaction costs are expensed in the consolidated statements of income (loss). Realized and unrealized gains and losses arising from changes in the fair value of the financial assets and liabilities held at FVTPL are recognized in net income (loss) in the period in which they arise. Where management has opted to recognize a financial liability at FVTPL, any changes associated with the Company's own credit risk will be recognized in other comprehensive income (loss). The Company does not have any FVTPL financial assets or financial liabilities.

Financial assets at FVTOCI

Elected investments in equity instruments at FVTOCI are initially recognized at fair value plus transaction costs. Unrealized gains or losses arising from changes in the fair value of the financial assets and liabilities held at FVTOCI are recognized in other comprehensive income (loss). The Company does not have any FVTOCI financial assets.

Financial assets and liabilities at amortized cost

Financial assets and liabilities at amortized cost are initially recognized at fair value plus or minus transaction costs, respectively, and subsequently carried at amortized cost less any impairment.

Impairment of financial assets at amortized cost

The Company recognizes a loss allowance for expected credit losses on financial assets that are measured at amortized cost. At each reporting date, the Company measures the loss allowance for the financial asset at an amount equal to the lifetime expected credit losses if the credit risk on the financial asset has increased significantly since initial recognition. If, at the reporting date, the financial asset has not increased significantly since initial recognition, the Company measures the loss allowance for the financial asset at an amount equal to the twelve-month expected credit losses.

The Company recognizes in the consolidated statements of income (loss) and comprehensive income (loss), as an impairment gain or loss, the amount of expected credit losses (or reversal) that is required to adjust the loss allowance at the reporting date to the amount that is required to be recognized.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2023 and the period from April 19, 2022 (incorporation) to September 30, 2022 (Unaudited - Expressed in Canadian dollars)

3. MATERIAL ACCOUNTING POLICY INFORMATION (continued)

Derecognition

Financial assets

The Company derecognizes financial assets only when the contractual rights to cash flows from the financial assets expire or when it transfers the financial assets and substantially all of the associated risks and rewards of ownership to another entity. Gains and losses on derecognition are generally recognized in the consolidated statements of income (loss). However, gains and losses on derecognition of financial assets classified as FVTOCI remain within accumulated other comprehensive income (loss).

Financial liabilities

The Company derecognizes financial liabilities only when its obligations under the financial liabilities are discharged, cancelled, or expired. Generally, the difference between the carrying amount of the financial liability derecognized and the consideration paid and payable, including any non-cash assets transferred or liabilities assumed, is recognized in the consolidated statements of income (loss) and comprehensive income (loss).

l) New and amended IFRS standards that are effective for the current year

In the current year, the Company has applied the below amendments to IFRS Standards and Interpretations issued by the IASB that were effective for annual periods that begin on or after January 1, 2023. Their adoption has not had any material impact on the disclosures or on the amounts reported in these financial statements.

Amendments to International Accounting Standard ("IAS") 1 Presentation of Financial Statements, and IFRS Practice Statement 2 Making Materiality Judgments - Disclosure of Accounting Policies

The amendments change the requirements in IAS 1 with regard to disclosure of accounting policies. The amendments replace all instances of the term "significant accounting policies" with "material accounting policy information." Accounting policy information is material if, when considered together with other information included in an entity's financial statements, it can reasonably be expected to influence decisions that the primary users of general-purpose financial statements make on the basis of those financial statements.

The supporting paragraphs in IAS 1 are amended to clarify that accounting policy information that relates to immaterial transactions, other events or conditions is immaterial and need not be disclosed. Accounting policy information may be material because of the nature of the related transactions, other events or conditions, even if the amounts are immaterial. However, not all accounting policy information relating to material transactions, other events or conditions is itself material. The IASB has developed guidance and examples to explain and demonstrate the application of the 'four-step materiality process' described in IFRS Practice Statement 2.

The amendments were applied effective January 1, 2023 and did not have a material impact on the Company's consolidated financial statements.

4. SIGNIFICANT ACCOUNTING ESTIMATES AND JUDGMENTS

The preparation of financial statements requires management to exercise significant judgments in applying the Company's accounting policies and 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. Estimates and assumptions are reviewed on an ongoing basis and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Actual future outcomes could differ from present estimates and assumptions, which may require material adjustments to the Company's financial statements. Revisions to accounting estimates are accounted for prospectively.

4. SIGNIFICANT ACCOUNTING ESTIMATES AND JUDGMENTS (continued)

Significant judgments exercised by management in applying the Company's accounting policies that have the most significant effect on the amounts recognized in the financial statements are as follows:

a) Going concern presentation

These financial statements have been prepared on a going concern basis, which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. Management assesses the Company's ability to continue as a going concern at each reporting date using all quantitative and qualitative information available. This assessment, by its nature, relies on estimates and assumptions of future cash flows and other events (Note 1(b)), subsequent changes could materially impact the validity of the assessment.

b) Acquisition accounting

The Company accounted for the RTO Transaction as a reverse takeover transaction. Significant judgement was required to determine that the application of this accounting treatment was appropriate for the RTO Transaction. The primary determination that Volta was not considered a business under IFRS 3 Business Combinations was that Volta did not have inputs and substantive processes that can collectively contribute to the creation of outputs prior to the RTO Transaction.

c) Control

At the time of the transaction, the legal parent assesses whether it has control over the acquiree. Control exists when the Company has power over an entity, when the Company is exposed or has rights, to variable returns from the entity, and when the Company has the ability to affect those returns through its power over the entity. Where control exists, the Company consolidates the results of the acquired entity. In assessing the RTO Transaction, it was determined that control resides with LiCAN as the former board of directors became the majority board of directors of the combined entity, and the management of LiCAN continued control of Volta.

Significant assumptions about the future and other key sources of estimation uncertainty that have a significant risk of resulting in a material adjustment to the carrying amounts of the Company's assets and liabilities in the next year are as follows:

d) Review of asset carrying values and impairment assessment

In accordance with the Company's accounting policy, the Company's exploration and evaluation assets are evaluated every reporting period to determine whether there are any indications of impairment. If any such indication exists, which is often judgmental, a formal estimate of recoverable amount is performed, and an impairment loss is recognized to the extent that the carrying amount exceeds the recoverable amount. The recoverable amount of an asset or cash-generating group of assets is measured at the higher of fair value less costs to sell, and value in use.

The evaluation of asset carrying values for indications of impairment includes consideration of both external and internal sources of information, including such factors as market and economic conditions, metal prices and forecasts, future plans for the Company's mineral properties and mineral resources and/or reserve estimates.

The determination of fair value less costs to sell and value in use requires management to make estimates and assumptions about expected production, sales volumes, commodity prices, discount rates, mineral resources, operating costs, taxes, and future capital expenditures. The estimates and assumptions are subject to risk and uncertainty; hence, there is the possibility that changes in circumstances will alter these projections, which may impact the recoverable amount of the assets. In such circumstances, some or all of the carrying value of the assets may be further impaired or the impairment charge reversed with the impact recorded in profit or loss.

e) Valuation of the consideration shares issued pursuant to the RTO Transaction

The fair value of the consideration shares was estimated based on the financing completed concurrently to the RTO Transaction. Changes in the assumptions used to determine the fair value of the common shares can materially affect the fair value estimate.

f) Share-based payments

Share-based payments are subject to fair value estimates using the Black-Scholes model. The Black-Scholes model uses significant assumptions such as volatility, interest rates, and expected life.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2023 and the period from April 19, 2022 (incorporation) to September 30, 2022 (Unaudited - Expressed in Canadian dollars)

5. REVERSE TAKEOVER TRANSACTION

Upon the closing of the RTO Transaction on May 26, 2023, as outlined in Note 1(a), the following occurred:

• Volta issued 4,975,160 common shares to LiCAN's shareholders for a total fair value of $1,487,524.
• Volta cancelled 2,808,546 stock options and 509,704 warrants, which resulted in 299,078 stock options and 150,000 warrants remaining.
• Transaction costs of $490,886 were incurred, which was allocated as part of the consideration.
• Volta completed a concurrent financing prior to the RTO Transaction whereby the Company issued 17,500,000 common shares of the Company for gross proceeds of $1,750,000 (Note 9(b)).

As a result of the RTO Transaction, LiCAN obtained control of the Company and is considered to have acquired the Company. The RTO Transaction constituted a reverse acquisition ("RTO") whereby LiCAN (the legal acquiree) assumed control of Volta (the legal acquirer) through the issuance of its common shares and establishment of LiCAN's board of directors and management in order to assume the public listing of Volta.

These financial statements reflect the assets, liabilities, and operations of LiCAN since its incorporation and of the Company from May 26, 2023.

Volta did not qualify as a business according to the definition in IFRS 3 Business Combinations as the significant inputs, processes, and outputs, that together constitute a business, did not exist in the Company at the time of acquisition. As a result, the RTO Transaction was considered to be within the scope of IFRS 2 Share-based Payments, where LiCAN was deemed to have issued shares in exchange for the Company's net assets and public listing. Accordingly, no goodwill or intangible assets were recorded with respect to the RTO Transaction and the excess of consideration paid by LiCAN over net assets of Volta that were acquired has been recognized as a listing expense.

For accounting purposes, LiCAN (the legal subsidiary) has been treated as the accounting parent and the Company (the legal parent) as the accounting subsidiary. The RTO Transaction was measured at the fair value of the equity instruments deemed to have been issued by LiCAN to acquire a 100% ownership interest in the Company. The fair value of the consideration paid by LiCAN, net of transaction costs, less the fair value of the net assets of the Company acquired by LiCAN constitutes the listing expense and has been recorded in the statement of loss and comprehensive loss.

A summary of the Company's fair value of assets acquired and liabilities assumed as well as the consideration paid as at the RTO date, is as follows:

	May 26, 2023
	$
Consideration paid:
Common shares (14,875,235 shares at $0.10 per share)	1,487,524
Fair value of replacement warrants (Note 9(c))	1,066
Fair value of replacement stock options (Note 9(d))	12,235
Transaction costs	490,886
	1,991,711
Fair value of net assets acquired:
Cash and cash equivalents	584,299
Loan receivable (1)	250,000
Accounts payable and accruals	(96,195)
	738,104
Listing expense	1,253,607

(1) Upon completion of the RTO Transaction, the loan receivable was classified as an intercompany loan and eliminated on consolidation.

The RTO Transaction was measured at the fair value of the shares that LiCAN would have had to issue to the shareholders of Volta, being 14,875,235 common shares, to give the shareholders of the Company the same percentage equity interest in the combined entity that resulted from the RTO Transaction had it taken the legal form if LiCAN acquired the Company.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2023 and the period from April 19, 2022 (incorporation) to September 30, 2022 (Unaudited - Expressed in Canadian dollars)

6 RECEIVABLES

The Company's receivables arise from goods and services tax ("GST") receivables due from Canadian taxation authorities.

September 30,	December 31,
2023	2022
	$$
GST receivable134,989	1,705
134,989	1,705

7. EXPLORATION AND EVALUATION ASSETS AND EXPENSES

During the period from April 19, 2022 (incorporation) to December 31, 2022, and the nine months ended September 30, 2023, the Company incurred the following acquisition costs that were capitalized to exploration and evaluation assets:

	Crescent	Eau	Falcon	Junior	Kim	Root	Store		White
	Lake	Claire	West	Lake	Lake	River	Lake	Wakeman	Lights	Total
	$	$	$	$	$	$	$	$	$	$
Balance,
April 19, 2022
(incorporation)	-	-	-	-	-	-	-	-	-	-
Cash	14,000	-	50,000	-	15,000	54,300	15,000	-	20,000	168,300
Other	-	900	8,367	-	-	-	-	-	-	9,267
Balance,
December 31, 2022	14,000	900	58,367	-	15,000	54,300	15,000	-	20,000	177,567
Cash	-	-	-	10,000	-	5,000	-	10,000	5,000	30,000
Shares	-	-	90,000	41,700	-	35,000	-	16,000	20,000	202,700
Other	-	-	-	7,300	-	-	-	-	-	7,300
Impairment	-	-	-	-	(15,000)	(94,300)	(15,000)	-	-	(124,300)
Balance,
September 30, 2023	14,000	900	148,367	59,000	-	-	-	26,000	45,000	293,267

A summary of the Company's exploration and evaluation expenses is as follows:

	Three months	Three months	Nine months	April 19, 2022
	ended	ended	ended	(incorporation) to
	September 30,	September 30,	September 30,	September 30,
	2023	2022	2023	2022
	$	$	$	$
Crescent Lake Project	71,265	-	71,265	-
Eau Claire Project	-	-	250	-
Falcon West Project	288,606	-	313,249	-
Junior Lake Project	10,167	-	12,567	-
Kim Lake Project	10,024	-	35,085	-
Root River Project	5,319	-	17,105	-
Store Lake Project	6,021	-	18,740	-
Wakeman Project	14,249	-	14,249	-
White Lights Project	31,644	-	31,644	-
Other exploration projects	3,250	-	11,440	-
	440,545	-	525,594	-

7. EXPLORATION AND EVALUATION ASSETS AND EXPENSES (continued)

a) Crescent Lake Project

(Unaudited - Expressed in Canadian dollars)

On November 30, 2022, the Company entered into an option agreement (the "Crescent Lake Option Agreement"), under which the Company has the exclusive option to acquire a 100% interest in the Crescent Lake Project in northwestern Ontario, Canada (the "Crescent Lake Project").

Pursuant to the terms of the Crescent Lake Option Agreement, on December 1, 2022, the Company made an initial cash payment of $14,000.

To exercise the option in full, the Company must make an additional $66,000 in cash payments and $14,000 in common shares over a two-year period. A summary of the obligations the Company must meet to exercise the Crescent Lake Option Agreement in full is as follows:

	Cash	Share
Due date (on or before)	payments	Issuance
	$	$
December 5, 2022 (Completed)	14,000	-
November 30, 2023	15,000	14,000
November 30, 2024	21,000	-
November 30, 2025	30,000	-
	80,000	14,000

The Crescent Lake vendors retained a 1.5% net smelter return royalty ("NSR") over the project. The Company has the right at any time to repurchase 0.5% of the NSR for $600,000 in cash.

A summary of the Company's exploration and evaluation expenses on the Crescent Lake Project is as follows:

	Three months	Three months	Nine months	April 19, 2022
	ended	ended	ended	(incorporation) to
	September 30,	September 30,	September 30,	September 30,
	2023	2022	2023	2022
	$	$	$	$
Camp	3,625	-	3,625	-
Community engagement	5,000	-	5,000	-
Fieldwork	62,640	-	62,640	-
	71,265	-	71,265	-

b) Eau Claire Project

The Company has a 100% interest in seven unpatented mining claims in northwestern Ontario, Canada, and is known as the "Eau Claire Project." In October 2022, the Company incurred $900 in staking costs to secure the project. Exploration and evaluation expenses of $250 have been incurred on the project by the Company.

c) Falcon West Project

On November 25, 2022, the Company entered into an option agreement (the "Falcon West Option Agreement"), under which the Company has the exclusive option to acquire a 100% interest in the Falcon West project in northwestern Ontario, Canada (the "Falcon West Project").

To acquire a 100% interest in the Falcon West Project, the Company, over a three-year period, must: (i) pay a total of $420,000 in cash payments to the optionor; (ii) issue common shares having an aggregate value at the time of issuance equal to $1,090,000 to the optionor; and (iii) incur an aggregate minimum of $1,300,000 in exploration expenditures on the project.

In November 2022, the Company made an initial cash payment of $50,000, and in June 2023, issued 431,655 common shares at a fair value of approximately $0.21 per share for an aggregate value of $90,000 as partial consideration for a 100% interest on the Falcon West Project (Note 9(b)).

VOLTA METALS LTD. (formerly Cashbox Ventures Ltd.) Notes to the Condensed Interim Consolidated Financial Statements For the three and nine months ended September 30, 2023 and the period from April 19, 2022 (incorporation) to September 30, 2022 (Unaudited - Expressed in Canadian dollars)

7. EXPLORATION AND EVALUATION ASSETS AND EXPENSES (continued)

c) Falcon West Project (continued)

A summary of the obligations the Company must meet to exercise the Falcon West Option Agreement in full is as follows:

			Aggregatevalue of
Due date (on or before)	Explorationexpenditures	Cashpayments	shares to beissued
	$	$	$
November 30, 2022 (Completed)	-	50,000	-
June 5, 2023 (Completed, refer to Note 9(b))	-	-	90,000
November 25, 2023	250,000	100,000	200,000
November 25, 2024	300,000	120,000	300,000
November 25, 2025	750,000	150,000	500,000
	1,300,000	420,000	1,090,000

The Company incurred $8,367 in legal expenses acquiring the Falcon West Project, which was capitalized as an acquisition cost to exploration and evaluation assets.

The Falcon West vendor retained a 1.5% NSR over the project. The Company has the right at any time to repurchase 1% of the NSR for $1,000,000 in cash.

A summary of the Company's exploration and evaluation expenses on the Falcon West Project is as follows:

	Three months	Three months	Nine months	April 19, 2022
	ended	ended	ended	(incorporation) to
	September 30,	September 30,	September 30,	September 30,
	2023	2022	2023	2022
	$	$	$	$
Assay and lab analysis	15,812	-	15,812	-
Camp	22,355	-	22,355	-
Channel sampling	17,795	-	17,795	-
Community engagement	6,425	-	6,425	-
Fieldwork	122,161	-	122,359	-
Geological consulting	69,048	-	90,692	-
Geophysics	35,010	-	35,010	-
Permitting	-	-	2,800	-
	288,606	-	313,249	-

d) Junior Lake Project

In April 2023, the Company incurred $7,300 in staking costs to acquire a 100% interest in 146 unpatented mining claims in northwestern Ontario, Canada (the "Junior Lake Project"). On May 11, 2023, the Company entered into an option agreement (the "Swole Lake Option Agreement"), under which the Company has the exclusive option to acquire a 100% interest in 40 unpatented mining claims known as the "Swole Lake Project" (also known as "Laumaune Property"). Since the Swole Lake Project is contiguous to the Junior Lake Project, they are considered one project.

On May 16, 2023, pursuant to the terms of the Swole Lake Option Agreement, the Company made a cash payment of $10,000. Following the completion of the RTO Transaction, 200,000 common shares of the Company were issued at a fair value of approximately $0.21 per share for an aggregate value of $41,700 to complete the earn-in on the Swole Lake Project (Note 9(b)).

The Swole Lake vendor retained a 1.5% NSR over the 40 claims that comprise the Swole Lake Project. The Company has the right at any time to repurchase 0.5% of the NSR for $1,000,000 in cash.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2023 and the period from April 19, 2022 (incorporation) to September 30, 2022 (Unaudited - Expressed in Canadian dollars)

7. EXPLORATION AND EVALUATION ASSETS AND EXPENSES (continued)

d) Junior Lake Project (continued)

A summary of the Company's exploration and evaluation expenses on the Junior Lake Project is as follows:

	Three months	Three months	Nine months	April 19, 2022
	ended	ended	ended	(incorporation) to
	September 30,	September 30,	September 30,	September 30,
	2023	2022	2023	2022
	$	$	$	$
Community engagement	5,000	-	5,000	-
Fieldwork	892	-	892	-
Geological consulting	4,275	-	6,675	-
	10,167	-	12,567	-

e) Kim Lake Project

On October 14, 2022, the Company entered into an option agreement (the "Kim Lake Option Agreement"), under which the Company had the exclusive option to acquire a 100% interest in the Kim Lake project in northwestern Ontario, Canada (the "Kim Lake Project").

On October 30, 2022, pursuant to the Kim Lake Option Agreement, the Company made an initial cash payment of $15,000. To exercise the option in full, the Company was required to make an additional $77,000 in payments over a two-year period, including a $15,000 payment due on October 14, 2023. Subsequent to September 30, 2023, the Company decided to drop its option on the Kim Lake Project, and this payment was not made. The initial $15,000 payment made on the signing of the option agreement capitalized to exploration and evaluation assets was written off.

A summary of the Company's exploration and evaluation expenses on the Kim Lake Project is as follows:

	Three months	Three months	Nine months	April 19, 2022
	ended	ended	ended	(incorporation) to
	September 30,	September 30,	September 30,	September 30,
	2023	2022	2023	2022
	$	$	$	$
Assay and lab analysis	415	-	415	-
Fieldwork	-	-	23,686	-
Geological consulting	9,609	-	10,984	-
	10,024	-	35,085	-

f) Root River Project

On November 14, 2022, the Company entered into an option agreement (the "Root River Option Agreement"), under which the Company had the exclusive option to acquire a 100% interest in the Root River project in northwestern Ontario, Canada (the "Root River Project").

In November 2022, pursuant to the terms of the Root River Option Agreement, the Company made an initial cash payment of $35,000. In July 2023, the Company issued 167,866 common shares at a fair value of approximately $0.21 per share for an aggregate value of $35,000 as per the option agreement upon listing on the CSE, to earn a 100% interest in the Root River Project (Note 9(b)). As part of the acquisition, the Company reimbursed the Root River vendor $9,100 for claims staking.

On July 17, 2023, the Root River Option Agreement was amended, increasing the cash payments by $5,000, which was paid immediately, and increasing the amount payable in common shares by $5,000, which was added to the common share issuance to be completed by November 23, 2023.

To exercise the option in full, the Company was required to make an additional $225,000 in cash payments and issue $110,000 in common shares over a two-year period.

Subsequent to September 30, 2023, the Company decided to drop its option on the Root River Project and the carrying value of the property of $84,100 was written off.

7. EXPLORATION AND EVALUATION ASSETS AND EXPENSES (continued)

f) Root River Project (continued)

On November 10, 2022, the Company entered into an option agreement (the "Otatakan Option Agreement"), under which the Company had the exclusive option to acquire a 100% interest in the Otatakan project, which is contiguous to the Root River Project and was considered one project.

Upon signing the Otatakan Option Agreement, the Company made an initial cash payment of $10,200. To exercise the option in full, the Company was required to make an additional $20,400 in payments by November 10, 2024.

Subsequent to September 30, 2023, the Company decided to drop its option on the Otatakan project along with the Root River Project, and the carrying value of the property of $10,200 was written off.

A summary of the Company's exploration and evaluation expenses on the Root River Project is as follows:

	Three months	Three months	Nine months	April 19, 2022
	ended	ended	ended	(incorporation) to
	September 30,	September 30,	September 30,	September 30,
	2023	2022	2023	2022
	$	$	$	$
Assay and lab analysis	115	-	115	-
Geological consulting	5,204	-	16,990	-
	5,319	-	17,105	-

g) Store Lake Project

On October 14, 2022, the Company entered into an option agreement (the "Store Lake Option Agreement"), under which the Company had the exclusive option to acquire a 100% interest in the Store Lake project in northwestern Ontario, Canada (the "Store Lake Project").

On October 30, 2022, pursuant to the terms of the Store Lake Option Agreement, the Company made an initial cash payment of $15,000. To exercise the option in full, the Company was required to make $77,000 in additional cash payments over a twoyear period, including a $15,000 payment due on October 14, 2023. Subsequent to September 30, 2023, the Company decided to drop its option on the Store Lake Project, and this payment was not made. The initial $15,000 payment made on the signing of the option agreement capitalized to exploration and evaluation assets was written-off.

A summary of the Company's exploration and evaluation expenses on the Store Lake Project is as follows:

	Three months	Three months	Nine months	April 19, 2022
	ended	ended	ended	(incorporation) to
	September 30,	September 30,	September 30,	September 30,
	2023	2022	2023	2022
	$	$	$	$
Assay and lab analysis	415	-	415	-
Fieldwork	-	-	11,841	-
Geological consulting	5,606	-	6,484	-
	6,021	-	18,740	-

h) Wakeman Project

On July 6, 2023, the Company entered into an option agreement (the "Wakeman Option Agreement"), under which the Company has the exclusive option to acquire a 100% interest in the Wakeman Project in northwestern Ontario, Canada (the "Wakeman Project").

On July 6, 2023, pursuant to the terms of the Wakeman Option Agreement, the Company made initial cash payments totalling $10,000. In September 2023, as per the option agreement, the Company issued 200,000 common shares at a fair value of $0.08 per share for a total value of $16,000 (Note 9(b)).

VOLTA METALS LTD. (formerly Cashbox Ventures Ltd.) Notes to the Condensed Interim Consolidated Financial Statements For the three and nine months ended September 30, 2023 and the period from April 19, 2022 (incorporation) to September 30, 2022 (Unaudited - Expressed in Canadian dollars)

7. EXPLORATION AND EVALUATION ASSETS AND EXPENSES (continued)

h) Wakeman Project (continued)

To exercise the option in full, the Company must make an additional $60,000 in cash payments over a three-year period. A summary of the obligations the Company must meet to exercise the Wakeman Option Agreement in full is as follows:

	Cash
Due date (on or before)	payments
	$
July 6, 2023 (Completed)	10,000
July 6, 2024	12,000
July 6, 2025	18,000
July 6, 2026	30,000
	70,000

The Wakeman vendors retained a 1.5% NSR over the project. The Company has the right at any time to repurchase 0.5% of the NSR for $500,000 in cash.

A summary of the Company's exploration and evaluation expenses on the Wakeman Project is as follows:

	Three months	Three months	Nine months	April 19, 2022
	ended	ended	ended	(incorporation)
	September 30,	September 30,	September 30,	to September
	2023	2022	2023	30, 2022
	$	$	$	$
Geological consulting	14,249	-	14,249	-
	14,249	-	14,249	-

i) White Lights Project

On November 14, 2022, the Company entered into an option agreement (the "White Lights Option Agreement"), under which the Company has the exclusive option to acquire a 100% interest in the White Lights Project in northwestern Ontario, Canada (the "White Lights Project").

On November 18, 2022, pursuant to the terms of the White Lights Option Agreement, the Company made an initial cash payment of $20,000. In July 2023, the Company issued 95,923 common shares at a fair value of approximately $0.21 per share for an aggregate value of $20,000 as per the option agreement, upon listing on the CSE, to earn a 100% interest in the White Lights Project (Note 9(b)).

On July 17, 2023, the White Lights Option Agreement was amended, increasing the cash payments by $5,000, which was paid immediately, and increasing the amount payable in common shares by $5,000, which was added to the common share issuance to be completed on November 14, 2023.

Subsequent to September 30, 2023, as per the amended agreement, the Company made a cash payment of $30,000 and issued 227,273 common shares with a value of $25,000, based on a $0.11 share price. To exercise the option in full, the Company must make an additional $125,000 in cash payments and issue $40,000 in common shares over a two-year period.

A summary of the obligations the Company must meet to exercise the White Lights Option Agreement in full is as follows:

	Cash	Share
Due date (on or before)	payments	issuance
	$	$
November 19, 2022 (Completed)	20,000	-
Upon listing on the CSE (Completed, refer to Note 9(b))	-	20,000
July 17, 2023 (Completed)	5,000	-
November 14, 2023 (Completed, subsequent to September 30, 2023)	30,000	25,000
November 14, 2024	50,000	20,000
November 14, 2025	75,000	20,000
	180,000	85,000

Notes to the Condensed Interim Consolidated Financial Statements For the three and nine months ended September 30, 2023 and the period from April 19, 2022 (incorporation) to September 30, 2022 (Unaudited - Expressed in Canadian dollars)

7. EXPLORATION AND EVALUATION ASSETS AND EXPENSES (continued)

i) White Lights Project (continued)

The White Lights vendor retained a 1.5% NSR over the project. On February 14, 2023, the agreement was amended to allow the Company the right at any time to repurchase 1.0% of the NSR for $1,000,000 in cash.

A summary of the Company's exploration and evaluation expenses on the White Lights Project is as follows:

	Three months	Three months	Nine months	April 19, 2022
	ended	ended	ended	(incorporation) to
	September 30,	September 30,	September 30,	September 30,
	2023	2022	2023	2022
	$	$	$	$
Fieldwork	12,189	-	12,189	-
Geological consulting	19,455	-	19,455	-
	31,644	-	31,644	-

j) Other Exploration Projects

During the three and nine months ended September 30, 2023, the Company had additional exploration and evaluation expenses of $3,250 and $11,440, respectively, relating to due diligence work on projects for which the Company does not have title or an option agreement (from April 19, 2022 (incorporation) to September 30, 2022 - $nil).

8. EQUIPMENT

A summary of the Company's equipment is as follows:

	Equipment
	$
Cost
Balance, December 31, 2022, and April 19, 2022 (incorporation)	-
Additions	68,237
Balance, September 30, 2023	68,237
Accumulated depreciation
Balance, December 31, 2022, and April 19, 2022 (incorporation)	-
Depreciation	5,687
Balance, September 30, 2023	5,687
Carrying amount
Balance, December 31, 2022, and April 19, 2022 (incorporation)	-
Balance, September 30, 2023	62,550

For the three and nine months ended September 30, 2023 and the period from April 19, 2022 (incorporation) to September 30, 2022 (Unaudited - Expressed in Canadian dollars)

9. SHARE CAPITAL

a) Authorized

Unlimited number of common shares without par value.

b) Issued and outstanding

During the nine months ended September 30, 2023, the Company completed the following transactions:

• On September 28, 2023, the Company issued 200,000 common shares at a fair value of $0.08 per share for a total value of $16,000 as part of the option agreement on the Wakeman Project (Note 7).
• On July 25, 2023, the Company issued 167,866 common shares at a fair value of approximately $0.21 per share for a total value of $35,000 as part of the option agreement on the Root River Project (Note 7).
• On July 25, 2023, the Company issued 95,923 common shares at a fair value of approximately $0.21 per share for a total value of $20,000 as part of the option agreement on the White Lights Project (Note 7).
• On June 5, 2023, the Company issued 431,655 common shares at a fair value of approximately $0.21 per share for a total value of $90,000 as part of the option agreement on the Falcon West Project (Note 7).
• On June 5, 2023, the Company issued 200,000 common shares at a fair value of approximately $0.21 per share for a total value of $41,700 as part of the option agreement on the Swole Lake Project (Note 7).
• On May 26, 2023, pursuant to the closing of the RTO Transaction, the Company issued 4,975,160 common shares of the Company to the shareholders of LiCAN for a total fair value of $1,487,524 (Note 5).
• On March 2, 2023, the Company completed a non-brokered private placement of 17,500,000 subscription receipts in the capital of the Company at a price of $0.10 per subscription receipt for gross proceeds of $1,750,000. Upon the closing of the RTO Transaction, each subscription receipt resulted in the issuance of one common share of the Company.

During the period from April 19, 2022 (incorporation) to December 31, 2022, the Company completed the following transactions:

• On November 21, 2022, the Company completed a non-brokered private placement of 4,975,160 common shares for gross proceeds of $122,000.

Subsequent to September 30, 2023, the Company closed a non-brokered flow-through private placement financing, issuing a total of 1,100,000 common shares at a price of $0.20 per share for gross proceeds of $220,000. In addition, subsequent to September 30, 2023, the Company issued 227,273 common shares at a fair value of $0.11 per share for a total value of $25,000 as part of the option agreement on the White Lights Project (Note 7).

c) Warrants

A summary of the Company's warrant activity is as follows:

Number ofwarrants	Weightedaverageexercise price
#	$
Balance, December 31, 2022 and April 19, 2022 (incorporation)-	-
Replacement warrants issued as part of the RTO Transaction (Note 5)150,000	0.60
Balance, September 30, 2023150,000	0.60

On May 26, 2023, as part of the closing of the RTO Transaction, the Company issued 150,000 replacement warrants. The warrants have an exercise price of $0.60 per warrant with an expiry date of October 28, 2024. Based on the Black-Scholes option pricing model, the fair value of the warrants was determined to be $1,066 (Note 5).

A summary of the Company's assumptions used in the Black-Scholes option pricing model for warrants acquired on the RTO Transaction date of May 26, 2023 is as follows:

Share price	$0.10
Expected life	1.33 years
Expected volatility	100.00%
Risk-free rate	4.33%
Dividend yield	0.00%

Notes to the Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2023 and the period from April 19, 2022 (incorporation) to September 30, 2022 (Unaudited - Expressed in Canadian dollars)

9. SHARE CAPITAL (continued)

c) Warrants (continued)

As at September 30, 2023, the Company had 150,000 warrants outstanding with an exercise price of $0.60 and a remaining life of 1.07 years.

Subsequent to September 30, 2023, under the terms of an exploration agreement with Animbiigoo Zaagi'igan Anishinaabek ("AZA"), the Company issued 100,000 warrants ("AZA Warrants"). Each AZA Warrant can be exercised into one common share of the Company at an exercise price of $0.10 per AZA Warrant for a period of five years following the date of issuance.

d) Stock options

The Company has adopted a stock option plan, subject to regulatory and shareholder approvals, whereby directors may, from time to time, authorize the issuance of options to directors, officers, employees, and consultants of the Company, enabling them to acquire up to 10% of the issued and outstanding common shares of the Company. The options can be granted for a maximum term of 10 years and are subject to vesting provisions as determined by the Board of Directors of the Company.

A summary of the Company's stock option activity is as follows:

	Number ofstock options	Weightedaverageexercise price
	#	$
Balance, December 31, 2022 and April 19, 2022 (incorporation)	-	-
Replacement stock options issued as part of the RTO Transaction (Note 5)	299,078	1.90
Granted	2,950,000	0.20
Forfeited	(200,100)	0.20
Balance, September 30, 2023	3,048,978	0.37

On May 26, 2023, as part of the closing of the RTO Transaction, the Company issued 299,078 replacement stock options. The replacement stock options have exercise prices ranging from $0.30 to $2.50 per stock option. The terms range from 5.42 to 9.00 years, and, as at the RTO Transaction date, 282,411 of the stock options had vested. The fair value of the stock options was determined to be $13,568 using the Black-Scholes option pricing model. The fair value of the vested stock options of $12,235 was included as part of the consideration paid for the RTO Transaction (Note 5) and the fair value of $1,333 of the unvested portion of the stock options will be amortized over the vesting terms of the options as it represents future sharebased compensation.

A summary of the Company's assumptions used in the Black-Scholes option pricing model for stock options granted during the nine months ended September 30, 2023:

	May 26,	June 26,	September 22,
	2023	2023	2023
Share price	$0.10	$0.12	$0.20
Exercise price	$0.30 to $2.50	$0.20	$0.20
Expected life	5.42 to 9.00 years	5.00 years	5.00 years
Expected volatility	100.00%	100.00%	100.00%
Risk-free interest rate	3.36%	3.36%	4.21%
Dividend yield	0.00%	0.00%	0.00%
Fair value per stock option granted	$0.04 to $0.08	$0.08	$0.15

During the nine months ended September 30, 2023, the Company granted 2,950,000 stock options to certain directors, officers, employees, and consultants of the Company. The options are exercisable at a price of $0.20 per share, have a term of five years, and will vest over a period of 24 months.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2023 and the period from April 19, 2022 (incorporation) to September 30, 2022 (Unaudited - Expressed in Canadian dollars)

9. SHARE CAPITAL (continued)

d) Stock options (continued)

A summary of the Company's outstanding stock options as at September 30, 2023 is as follows:

	Weighted			Weighted
	average	Stock options	Stock options	average
Date of expiry	exercise price	outstanding	exercisable	remaining life
	$	#	#	years
June 26, 2028	0.20	2,449,900	882,450	4.74
September 22, 2028	0.20	300,000	99,900	4.98
November 26, 2028	1.80	98,078	98,078	5.16
January 16, 2030	2.50	150,000	150,000	6.30
April 28, 2032	0.30	25,000	8,333	8.58
May 31, 2032	0.30	26,000	26,000	8.67
	0.37	3,048,978	1,264,761	4.92

During the three and nine months ended September 30, 2023, the Company recorded share-based compensation of $39,570 and $117,985, respectively (from April 19, 2022 (incorporation) to September 30, 2022 - $nil) related to vesting of stock options, net of forfeitures.

e) Escrowed shares

On May 26, 2023, in connection with the Company's RTO, an escrow agreement (the "Escrow Agreement") between management and the Company's Board of Directors was completed resulting in 4,352,120 common shares (the "Escrowed Shares") being deposited in escrow. Pursuant to the Escrow Agreement, 10% of the Escrowed Shares were released from escrow on the Escrow Agreement date (the "Initial Release"), and an additional 15% will be released every six months thereafter, for a period of 36 months following the Initial Release. These Escrowed Shares, may not be transferred, assigned, or otherwise dealt without the consent of the regulatory authorities. As at September 30, 2023, 435,212 Escrowed Shares have been released from escrow. As at September 30, 2023, the remaining balance of Escrowed Shares is 3,916,908 and are to be released as follows:

	Number of common
Date of release	shares in escrow
	#
November 26, 2023	652,818
May 26, 2024	652,818
November 26, 2024	652,818
May 26, 2025	652,818
November 26, 2025	652,818
May 26, 2026	652,818
Total	3,916,908

Notes to the Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2023 and the period from April 19, 2022 (incorporation) to September 30, 2022 (Unaudited - Expressed in Canadian dollars)

10. RELATED PARTY TRANSACTIONS

Key management personnel include those persons having authority and responsibility for planning, directing, and controlling the activities of the Company as a whole. The Company has determined that key management personnel consist of the Board of Directors and corporate officers. The aggregate amount paid or accrued to key management personnel, or companies under their control was as follows:

	Three months	Three months	Nine months	April 19, 2022
	ended	ended	ended	(incorporation) to
	September 30,	September 30,	September 30,	September 30,
	2023	2022	2023	2022
	$	$	$	$
Management and directors' fees
Chief executive officer	45,000	-	140,000	-
Chief financial officer	5,000	-	5,000	-
Former chief financial officer	20,250	-	60,750	-
Non-executive directors' fees	33,718	-	79,081	-
	103,968	-	284,831	-
Share-based compensation
Chief executive officer	7,338	-	29,534	-
Chief financial officer	17,154	-	17,154	-
Former chief financial officer	(985)	-	7,873	-
Non-executive directors	13,299	-	53,161	-
	36,806	-	107,722	-
	140,774	-	392,553	-

As at September 30, 2023, included in accounts payable and accrued liabilities is $6,655 owing to directors and officers (December 31, 2022 - $nil).

On November 18, 2022, the Company entered into two loan agreements with related parties who were directors and shareholders of the Company for aggregate proceeds of $75,000 at an interest rate of 10% per annum and a maturity date of June 30, 2023. The loans were unsecured and could be repaid at any time prior to the maturity date without penalty or interest. On March 2, 2023, the Company settled the principal balance of $75,000 through the issuance of 750,000 subscription receipts at $0.10 per subscription receipt for a fair value of $75,000. During the three and nine months ended September 30, 2023, the Company accrued interest expense on the loans of $nil and $2,733, respectively (from April 19, 2022 (incorporation) to September 30, 2022 - $nil). As at September 30, 2023, accrued interest of $2,733 remained outstanding and is included in accounts payable and accrued liabilities.

11. CAPITAL MANAGEMENT

The Company's capital structure consists of all components of shareholders' equity. The Company's objective when managing capital is to maintain adequate levels of funding to support current operations comprising the acquisition and development of its exploration and evaluation assets. The Company obtains funding primarily through issuing common stock. Future financings are dependent on market conditions, and there can be no assurance the Company will be able to raise funds in the future.

There were no changes to the Company's approach to capital management during the nine months ended September 30, 2023. The Company is not subject to externally imposed capital requirements.

12. SEGMENT INFORMATION

The Company operates in one reportable segment, being the acquisition and exploration of exploration properties. All of the Company's non-current assets are located in Canada.

13. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

The Company's financial instruments consist of cash and cash equivalents, receivables, accounts payable and accrued liabilities, and shareholder loans and are classified and measured at amortized cost. The carrying value of these financial instruments approximate the fair value due to the relatively short-term maturity of these instruments.

Financial instruments measured at fair value are classified into one of three levels in the fair value hierarchy according to the relative reliability of the inputs used to estimate the fair values. The three levels of the fair value hierarchy are:

Level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities;

Level 2 – inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly; and

Level 3 – inputs for the asset or liability that are not based on observable market data.

The Company is exposed in varying degrees to a variety of financial instrument-related risks. The type of risk exposure and the way in which such exposure is managed is provided as follows:

a) Credit risk

Credit risk is the risk that one party to a financial instrument will cause a financial loss for the Company by failing to discharge an obligation. Credit risk for the Company is associated with its cash and cash equivalents. The Company has minimal exposure to credit risk on its cash and cash equivalents as the Company's cash is held with major Canadian financial institutions.

b) Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting obligations associated with its financial liabilities. The Company's objective in managing liquidity risk is to maintain sufficient readily available reserves in order to meet its liquidity requirements at any point in time. The Company achieves this by maintaining sufficient cash and seeking equity financing when needed. The liquidity risk is associated with accounts payable and accrued liabilities.

c) Market risk

Market risk is the risk of loss that may arise from changes in market factors such as interest rates, other price risk, and foreign exchange rates. The Company holds its cash and cash equivalents in bank accounts that earn variable interest rates. Due to the short-term nature of these financial instruments, fluctuations in market interest rates do not have a significant impact on the estimated fair value of the Company's cash balance as at September 30, 2023. The Company does not have any financial assets subject to changes in exchange rates, so it does not expect exchange rates to have a material impact on the Company.

14. SUBSEQUENT EVENTS

Subsequent to September 30, 2023, the Company:

• a) closed a non-brokered flow-through private placement financing issuing a total of 1,100,000 common shares at a price of $0.20 per share for gross proceeds of $220,000 (Note 9(b));
• b) made a cash payment of $30,000 and issued 227,273 common shares with a value of $25,000, based on a share price of $0.11, to satisfy partial option requirements under the White Lights option agreements (Note 7); and
• c) issued 100,000 warrants with an exercise price of $0.10 per warrant for a period of five years (Note 9(c)).