6-K
Linear Minerals Corp (LINMF)
UNITED STATESSECURITIES AND EXCHANGE COMMISSION
**Washington, DC 20549**
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 or 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
FOR THE MONTH OF AUGUST 2024
Commission File Number: 000-29870
FE BATTERY METALS CORP. (Translation of Registrant’s name into English)
700 West Georgia Street, 25th Floor
**Vancouver, British Columbia, Canada V7Y 1B3**
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F
Form 20-F [ X ] Form 40-F [ ]
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| FE BATTERY METALS CORP.<br>(Registrant) | ||
|---|---|---|
| Date: August 30, 2024 | By: | /s/ Gurminder Sangha |
| Name: | Gurminder Sangha | |
| Title: | CEO and Director |
EXHIBIT INDEX
Exhibit 99.1
Exhibit 99.1

CONDENSED INTERIM FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED JUNE 30, 2024
(Expressed in Canadian dollars)
(Unaudited – Prepared by Management)
Notice to Reader
These condensed interim financial statements of FE Battery Metals Corp. have been prepared by management and approved by the Board of Directors of the Company. In accordance with National Instrument 51-102 released by the Canadian Securities Administrators, the Company discloses that its external auditors have not reviewed these condensed interim financial statements, notes to financial statements and the related quarterly Management Discussion and Analysis.
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| FE BATTERY METALS CORP.<br><br> <br>Condensed Interim Statements of Financial Position<br><br> <br>(Unaudited - expressed in Canadian dollars) | |||||||
|---|---|---|---|---|---|---|---|
| **** | Note | **** | June 30,<br> <br>2024 | **** | **** | March 31,<br> <br>2024 | **** |
| --- | --- | --- | --- | --- | --- | --- | --- |
| ASSETS | **** | **** | **** | **** | **** | **** | **** |
| Current Assets | **** | **** | **** | **** | **** | **** | **** |
| Cash | $ | 1,974,483 | $ | 1,704,908 | |||
| Amounts receivable and prepaid expenses | 4 | 124,672 | 436,788 | ||||
| Market securities | 5 | 270,933 | 187,425 | ||||
| Total Current Assets | 2,370,088 | 2,329,121 | |||||
| Non-current Assets | |||||||
| Reclamation deposits | 11,000 | 11,000 | |||||
| Equipment | 1,700 | 1,822 | |||||
| Exploration and evaluation assets | 6 | 6,955,451 | 6,955,451 | ||||
| Total Non-current Assets | 6,968,151 | 6,968,273 | |||||
| Total Assets | $ | 9,338,239 | $ | 9,297,394 | |||
| LIABILITIES | |||||||
| Current Liabilities | |||||||
| Accounts payable and accrued liabilities | 7 | $ | 232,057 | $ | 236,583 | ||
| Due to related parties, net | 8 | 235,877 | 254,869 | ||||
| Flow-through share premium liability | 246,536 | 159,579 | |||||
| Total Liabilities | 714,470 | 651,031 | |||||
| SHAREHOLDERS’ EQUITY | |||||||
| Share capital | 9 | 59,391,152 | 59,102,110 | ||||
| Warrants reserve | 2,834,521 | 2,834,521 | |||||
| Share-based payments reserve | 9 | 3,129,757 | 2,889,068 | ||||
| Deficit | (56,731,661 | ) | (56,179,336 | ) | |||
| Total Shareholders’ Equity | 8,623,769 | 8,646,363 | |||||
| Total Liabilities and Shareholders’ Equity | $ | 9,338,239 | $ | 9,297,394 | |||
| Going concern | 1 |
Approved and authorized for issue on behalf of the board of directors on August 27, 2024 by:
| /s/ Gurminder Sangha | /s/Jurgen Wolf |
|---|---|
| Director | Director |
The accompanying notes are an integral partof these condensed interim financial statements.
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| FE BATTERY METALS CORP.<br><br> <br>Condensed Interim Statements of Loss and Comprehensive Loss<br><br> <br>(Unaudited - expressed in Canadian dollars) | |||||||
|---|---|---|---|---|---|---|---|
| Three months ended June 30, | |||||||
| --- | --- | --- | --- | --- | --- | --- | --- |
| Note | 2024 | 2023 | |||||
| Expenses | |||||||
| Consulting fees | 8 | $ | 13,200 | $ | 8,000 | ||
| Exploration and evaluation costs | 6 | - | 418,186 | ||||
| General and administrative | 4,191 | 4,524 | |||||
| Investor relations | 276,026 | 369,803 | |||||
| Professional fees | 15,000 | 21,641 | |||||
| Salaries, fees and benefits | 8 | 65,400 | 50,000 | ||||
| Shareholder communications | 21,440 | 19,284 | |||||
| Share-based payments | 240,689 | 1,429,784 | |||||
| Loss Before Other Items | (635,946 | ) | (2,321,222 | ) | |||
| Other Items | |||||||
| Gain on marketable securities | (83,508 | ) | (255,306 | ) | |||
| Flow-through recovery | - | (60,280 | ) | ||||
| Interest income | (113 | ) | - | ||||
| Total Other Income | (83,621 | ) | (315,586 | ) | |||
| Net Loss and Comprehensive Loss for the Period | (552,325 | ) | (2,005,636 | ) | |||
| Loss per Common Share, Basic and Diluted | $ | (0.01 | ) | $ | (0.04 | ) | |
| Weighted Average Number of Shares Outstanding – Basic and Diluted | 52,241,282 | 45,389,313 |
The accompanying notes are an integral partof these condensed interim financial statements.
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| FE BATTERY METALS CORP.<br><br> <br>Condensed Interim Statements of Changes in Equity<br><br> <br>(Unaudited - expressed in Canadian dollars) | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Common Shares <br><br>Without Par Value | Warrants | Share<br><br>subscriptions | Share-based<br><br>Payments | |||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Note | Shares | Amount | Reserve | (Receivable) | Reserve | Deficit | Total Equity | |||||||||||
| Balance, March 31, 2023 | 41,920,038 | $ | 54,484,848 | $ | 2,705,754 | $ | 19,134 | $ | 1,833,998 | $ | (49,544,263 | ) | $ | 9,499,471 | ||||
| Shares issued for exploration and evaluation assets | 9 | 2,883,333 | 1,913,166 | - | - | - | - | 1,913,166 | ||||||||||
| Private placements | 9 | 1,912,231 | 1,070,849 | - | - | - | - | 1,070,849 | ||||||||||
| Share issue costs | 9 | - | (73,200 | ) | - | - | - | - | (73,200 | ) | ||||||||
| Share-based payments - RSU’s | 9 | 550,000 | 324,500 | - | - | - | - | 324,500 | ||||||||||
| Share-based payments - Stock options | 9 | - | - | - | - | 1,105,283 | - | 1,105,283 | ||||||||||
| Net loss for the period | - | - | - | - | - | (552,325 | ) | (552,325 | ) | |||||||||
| Balance, June 30, 2023 | 47,265,602 | $ | 57,720,163 | $ | 2,705,754 | $ | 19,134 | $ | 2,939,281 | $ | (50,096,588 | ) | $ | 13,287,744 | ||||
| Balance, March 31, 2024 | 50,846,156 | $ | 59,102,110 | $ | 2,834,521 | $ | - | $ | 2,889,068 | $ | (56,179,336 | ) | $ | 8,646,363 | ||||
| Private placements | 9 | 1,739,130 | 313,042 | - | - | - | - | 313,042 | ||||||||||
| Share issue costs | 9 | - | (24,000 | ) | - | - | - | - | (24,000 | ) | ||||||||
| Share-based payments - RSU’s | 9 | - | - | - | - | 109,375 | - | 109,375 | ||||||||||
| Share-based payments - Stock options | 9 | - | - | - | - | 131,314 | - | 131,314 | ||||||||||
| Net loss for the period | - | - | - | - | - | (552,325 | ) | (552,325 | ) | |||||||||
| Balance, June 30, 2023 | 52,585,286 | $ | 59,391,152 | $ | 2,834,521 | $ | - | $ | 3,129,757 | $ | (56,731,661 | ) | $ | 8,623,769 |
The accompanying notes are an integralpart of these condensed interim financial statements.
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| FE BATTERY METALS CORP. | ||||||
|---|---|---|---|---|---|---|
| Condensed Interim Statements of Cash Flows<br><br> <br>(Unaudited - expressed in Canadian dollars) | ||||||
| **** | **** | Three months ended June 30, | **** | |||
| --- | --- | --- | --- | --- | --- | --- |
| **** | **** | 2024 | **** | **** | 2023 | **** |
| Cash provided from (used for): | ||||||
| Operating activities | ||||||
| Net loss for the period | $ | (552,325 | ) | $ | (2,005,636 | ) |
| Items not involving cash: | ||||||
| Amortization | 122 | 121 | ||||
| Share-based payments | 240,689 | 1,429,783 | ||||
| Unrealized gain on marketable securities | (83,508 | ) | (255,306 | ) | ||
| Flow-through recovery | - | (60,279 | ) | |||
| Changes in non-cash working capital balances: | ||||||
| Amounts receivable and prepaid expenses | 312,116 | 275,297 | ||||
| Accounts payable and accrued liabilities | 1,725,474 | (410,462 | ) | |||
| Due to related parties, net | (18,992 | ) | 64,750 | |||
| Net cash used in operating activities | 1,623,576 | (961,732 | ) | |||
| Financing activities | ||||||
| Proceeds from financing | 399,999 | 1,219,999 | ||||
| Share issue costs | (24,000 | ) | (73,200 | ) | ||
| Net cash provide from financing activities | 375,999 | 1,146,799 | ||||
| Net decrease in cash during the period | 269,575 | 185,067 | ||||
| Cash, beginning of the period | 1,704,908 | 3,664,578 | ||||
| Cash, end of the period | $ | 1,974,483 | $ | 3,849,645 | ||
| Supplemental information | ||||||
| Shares issued for exploration and evaluation assets | $ | - | $ | 1,913,166 | ||
| Fair value of shares issued to finders | $ | - | $ | - |
The accompanying notes are an integralpart of these condensed interim financial statements.
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| FE BATTERY METALS CORP.<br><br> <br>Notes to the Condensed Interim Financial Statements<br><br> <br>For the three months ended June 30, 2024 and 2023<br><br> <br>(Unaudited - expressed in Canadian dollars) |
|---|
| 1. | Nature of Operations and Going Concern |
|---|
FE Battery Metals Corp. (“FE Battery” or the “Company”), formerly known as First Energy Metals Limited, was incorporated on October 12, 1966 in the Province of British Columbia under the Business Corporations Act of British Columbia, and its principal business activity is the exploration of mineral properties in Canada.
On November 1, 2022, the Company completed a share consolidation of its capital on the basis of 3.8 existing common shares for 1 new common share post consolidation. All common shares, per common share amounts, warrants and stock options in these financial statements have been retroactively restated to reflect the share consolidation.
The Company’s head office and principal address is Suite 2421 – 1055 West Georgia Street, Vancouver, B.C., Canada, V6E 3P3. The Company’s registered and records office is 25th Floor-700 West Georgia Street, Vancouver, B.C., Canada, V7Y 1B3.
These condensed interim 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. If the going concern assumption is not appropriate for these financial statements, then adjustments would be necessary to the carrying amount of assets and liabilities, the reported revenue and expenses and the balance sheet classifications used.
During the period ended June 30, 2024, the Company experienced operating losses and negative operating cash flows with the operations of the Company having been primarily funded by the issuance of share capital. The Company expects to incur further losses in the development of its business, and these matters are indicative of the existence of material uncertainty that casts significant doubt as to the Company’s ability to continue as a going concern.
The Company will need to raise sufficient funds as the Company’s current assets are not sufficient to finance its operations and administrative expenses. The Company is evaluating financing options including, but not limited to, the issuance of additional equity and debt. The Company has no assurance that such financing will be available or be available on favourable terms. Factors that could affect the availability of financing include the Company’s performance (as measured by numerous factors including the progress and results of its projects), the state of international debt and equity markets, investor perceptions and expectations and the global financial and metals markets. In addition to evaluating financing options, the Company has also implemented cost savings measures.
| 2. | Basis of Preparation and Material Accounting Policy Information |
|---|---|
| (a) | Statement of Compliance |
| --- | --- |
These unaudited condensed interim financial statements have been prepared in accordance with International Accounting Standard, Interim Financial Reporting (“IAS 34”) as issued by the International Accounting Standards Board (“IASB”). The policies applied in these financial statements are based on International Financial Reporting Standards (“IFRS”) and interpretations of the International Financial Reporting Interpretations Committee (“IFRIC”) issued and outstanding as at August 27, 2024, the date the board of directors approved these unaudited condensed interim financial statements for issue.
| (b) | Basis of preparation |
|---|
These unaudited condensed interim financial statements, prepared in conformity with IAS 34, follow the same accounting policies and methods of computation as the most recent audited annual financial statements.
Since these unaudited condensed interim financial statements do not include all disclosures required by the International Financial Reporting Standards (“IFRS”) for annual financial statements, they should be read in conjunction with the Company’s annual financial statements for the year ended March 31, 2024.
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| FE BATTERY METALS CORP.<br><br> <br>Notes to the Condensed Interim Financial Statements<br><br> <br>For the three months ended June 30, 2024 and 2023<br><br> <br>(Unaudited - expressed in Canadian dollars) |
|---|
| 2. | Basis of Preparation and Material Accounting Policy Information (continued) |
|---|---|
| (c) | Basis of Measurement and Presentation |
| --- | --- |
These unaudited condensed interim financial statements have been prepared using the historical cost convention using the accrual basis of accounting except for some financial instruments, which have been measured at fair value. In the opinion of management, all adjustments (including normal recurring accruals) considered necessary for a fair presentation have been included.
| (d) | Comparative figures |
|---|
Certain comparative figures have been reclassified to conform to the current period’s presentation
| 3. | Critical Accounting Judgments and Estimates |
|---|
The preparation of financial statements requires management to make judgments and estimates that affect the amounts reported in the financial statements and notes. By their nature, these judgments and estimates are subject to change and the effect on the financial statements of changes in such judgments and estimates in future periods could be material. These judgments and estimates are based on historical experience, current and future economic conditions, and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Actual results could differ from these judgments and estimates. The more significant areas are as follows:
| (a) | Share-based Payment Transactions |
|---|
The Company measures the cost of equity-settled transactions with employees by reference to the fair value of the equity instruments at the date at which they are granted. Estimating fair value for share-based payment transactions requires determining the most appropriate valuation model, which is dependent on the terms and conditions of the grant. This estimate also requires determining the most appropriate inputs to the valuation model including the expected life of the share option, volatility and dividend yield and making assumptions about them. The assumptions and models used for estimating fair value for share-based payment transactions are disclosed in Note 8.
| (b) | Going Concern |
|---|
The assessment of the Company's ability to raise sufficient funds to finance its exploration and administrative expenses involves judgment. Estimates and assumptions are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
| (c) | Intangible Exploration and Evaluation Assets |
|---|
Management is required to assess impairment in respect of intangible exploration and evaluation assets. Note 6 discloses the carrying value of such assets. The triggering events for the potential impairment of exploration and evaluation assets are defined in IFRS 6 Exploration for and Evaluation of Mineral Properties and are as follows:
| ● | the<br>period for which the entity has the right to explore in the specific area has expired during the period or will expire in the near future,<br>and is not expected to be renewed; |
|---|---|
| ● | substantive<br>expenditure on further exploration for and evaluation of mineral resources in the specific area is neither budgeted nor planned; |
| --- | --- |
| ● | exploration<br>for and evaluation of mineral resources in the specific area have not led to the discovery of commercially viable quantities of mineral<br>resources and the entity has decided to discontinue such activities in the specific area; and |
| --- | --- |
| ● | sufficient<br>data exists to indicate that, although a development in the specific area is likely to proceed, the carrying amount of the exploration<br>and evaluation asset is unlikely to be recovered in full from successful development or by sale. |
| --- | --- |
In making the assessment, management is required to make judgments as to the status of each project and its future plans towards finding commercial reserves. The nature of exploration and evaluation activity is such that only a proportion of projects are ultimately successful and accordingly some assets are likely to become impaired in future periods.
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| FE BATTERY METALS CORP.<br><br> <br>Notes to the Condensed Interim Financial Statements<br><br> <br>For the three months ended June 30, 2024 and 2023<br><br> <br>(Unaudited - expressed in Canadian dollars) |
|---|
| 3. | Critical Accounting Judgments and Estimates (continued) |
|---|---|
| (c) | Deferred Tax Assets |
| --- | --- |
Deferred income tax asset carrying amounts depend on estimates of future taxable income and the likelihood of reversal of timing differences. Where reversals are expected, estimates of future tax rates will be used in the calculation of deferred tax asset carrying amounts. Potential tax assets were considered not to be recoverable at the current year end.
| 4. | Amounts Receivable and Prepaid Expenses |
|---|
| June 30,2024 | March 31, 2024 | |||
|---|---|---|---|---|
| GST/HST | $ | 19,679 | $ | 126,549 |
| Prepayments and other receivable | 104,993 | 310,239 | ||
| Total | $ | 124,672 | $ | 436,788 |
| 5. | Marketable Securities |
|---|
As at June 30, 2024, the fair values of the marketable securities are as follows:
| Available -for-sale Securities | Number of shares | Cost | Accumulated unrealized holding gain | Fair Value | |||
|---|---|---|---|---|---|---|---|
| Shares in Battery Age Minerals Ltd. (Note 6) | 2,125,000 | $ | 804,270 | $ | (533,337 | ) | 270,933 |
As at March 31, 2024, the fair values of the marketable securities are as follows:
| Number of | Accumulated unrealized | ||||||
|---|---|---|---|---|---|---|---|
| Available -for-sale Securities | shares | Cost | holding gain | Fair Value | |||
| Shares in Battery Age Minerals Ltd. | 2,125,000 | $ | 804,270 | $ | (616,845 | ) | 187,425 |
| 6. | Exploration and Evaluation Assets | ||||||
| --- | --- |
Exploration and evaluation assets deferred to the statements of financial position at June 30, 2024 and March 31, 2024 are as follows:
| March 31,<br> <br>2024 | Additions | Write-off | June 30,<br> <br>2024 | |||||
|---|---|---|---|---|---|---|---|---|
| Abitibi Lithium | $ | 1,767,000 | $ | - | $ | - | $ | 1,767,000 |
| Augustus Lithium | 593,290 | - | - | 593,290 | ||||
| Canadian Lithium | 228,881 | - | - | 228,881 | ||||
| Cosgrave Lithium | 104,750 | 104,750 | ||||||
| Electron Lithium | 650,405 | - | - | 650,405 | ||||
| Kokanee Creek | 932,125 | - | - | 932,125 | ||||
| McNeely | 820,000 | - | - | 820,000 | ||||
| Rose West Lithium | 884,000 | - | - | 884,000 | ||||
| Rose East Lithium | 975,000 | - | - | 975,000 | ||||
| $ | 6,955,451 | $ | - | $ | - | $ | 6,955,451 |
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| FE BATTERY METALS CORP.<br><br> <br>Notes to the Condensed Interim Financial Statements<br><br> <br>For the three months ended June 30, 2024 and 2023<br><br> <br>(Unaudited - expressed in Canadian dollars) |
|---|
| 6. | Exploration and Evaluation Assets (continued) |
|---|---|
| (a) | Abitibi Lithium Property |
| --- | --- |
On March 12, 2021, the Company entered into a purchase agreement to acquire a 100% interest in the Abitibi Lithium property (the “Abitibi Agreement”). The Abitibi Lithium property is comprised of 235 mineral claims covering approximately 12,500 hectares located in the Abitibi area of western Quebec.
Under the terms of the Abitibi Agreement, the Company acquired a 100% interest in the Abitibi Lithium property by issuing 1,078,947 common shares of the Company and by paying $250,000 on April 20, 2021. The Abitibi Lithium Property is subject to a 3% Net Smelter Returns (“NSR”) royalty, which the Company will have the option to reduce the NSR by 1.0% to 2.0% by paying $1,000,000.
| (b) | Augustus Lithium Property |
|---|
On January 18, 2021, the Company entered into an option agreement to acquire a 100% interest in the Augustus Lithium property (the “Augustus Agreement”). The Augustus Lithium property is comprised of 21 mineral claims covering approximately 900 hectares located in the Abitibi area of western Quebec.
On October 29, 2022, the Company entered into amended option agreement allowing the Company to accelerate its option to acquire a 100% interest in the Augustus Lithium property. As consideration for the amendment, the Company issued an additional 350,000 common shares. As of November 7, 2022, the Company completed the required option payments, common share issuances and exploration expenditures to acquire 100% interest of the Augustus Lithium property.
The Augustus Lithium Property is subject to a 2% NSR royalty. The Company will have the option to reduce the NSR by 1.0% to 1.0% by paying $1,000,000.
| (c) | Canadian Lithium Property |
|---|
On February 3, 2021, the Company entered into an option agreement to acquire a 100% interest in the Canadian Lithium property (the “Canadian Lithium Agreement”). The Canadian Lithium property is comprised of 12 mineral claims covering approximately 700 hectares located in the Landrienne Township area of Quebec.
On February 3, 2023, the Company had completed the required option payments of $60,000 and issuance of 230,263 common shares to acquire a 100% interest of the Canadian Lithium Property.
The Canadian Lithium Property is subject to a 2% NSR royalty. The Company will have the option to reduce the NSR by 1.0% to 1.0% by paying $1,000,000.
| (d) | Cosgrave Lithium Property |
|---|
On August 24, 2023, the Company entered into a purchase agreement to acquire a 100% interest in the Cosgrave Lithium property (the “Cosgrave Agreement”). The Cosgrave Lithium property is comprised of 198 mineral claims covering approximately 3,700 hectares located in the Ear Falls, Ontario.
Pursuant to the terms of the Cosgrave Agreement, the Company acquired a 100% interest in the Cosgrave Lithium property by issuing 175,000 common shares of the Company and by making the option payment of $22,500 during the year ended March 31, 2024.
The Cosgrave Lithium Property is subject to a 1.5% NSR royalty, which the Company will have the option to reduce the NSR by 0.75% to 0.75% by paying $500,000.
10 | P a g e
| FE BATTERY METALS CORP.<br><br> <br>Notes to the Condensed Interim Financial Statements<br><br> <br>For the three months ended June 30, 2024 and 2023<br><br> <br>(Unaudited - expressed in Canadian dollars) | |
|---|---|
| 6. | Exploration and Evaluation Assets (continued) |
| --- | --- |
| (e) | Electron Lithium Property |
| --- | --- |
On March 2, 2022, the Company entered into a purchase agreement to acquire a 100% interest in the Electron Lithium property (the “Electron Agreement”). The Electron Lithium property is comprised of 438 mineral claims covering approximately 30,000 hectares of prospective land around the Augustus Lithium Property in western Quebec.
On November 8, 2022, the Company completed the required option payments and share issuances to acquire a 100% interest in the Electron Lithium property.
The Electron Lithium property is subject to a 3% Gross Metal Royalty (“GMR”), which the Company will have the option to reduce the GMR by 1.0% to 2.0% by paying $1,000,000.
On November 14, 2022, the Company entered into a joint venture agreement (the “Infini Joint Venture Agreement”) with Infini Resources Pty Ltd. (“Infini Resources”) whereby Infini Resources may earn a 100% interest in 230 of the 438 mineral claims comprising the Electron Lithium Property.
Pursuant to the Infini Joint Venture Agreement, Infini Resources earned an initial 50% interest by making initial cash payments of AUD$600,000 (CAD$530,925). Upon exercising the option, a joint venture will also be formed between FE Battery and Infini Resources to further advance the project. Infini Resources has the option to acquire an additional 25% by making a further AUD$150,000 payment and issuing shares of Infini Resources in the value of AUD$150,000 within 18 months of earning its initial 50% interest. Infini Resources may then acquire the remaining 25% interest, for a 100% beneficial interest by making a further payment AUD$300,000 and issuing shares of Infini Resources in the value of AUD$300,000 within 12 months of earning its 75% interest. To date, Infini Resources has not exercised its option to acquire an additional 25% interest.
The Infini Joint Venture Agreement may be terminated in certain circumstances, including by FE Battery if certain milestones are not met in accordance with the agreement.
| (f) | Falcon Lake Property |
|---|
On January 3, 2022, the Company entered into an option agreement to acquire a 100% interest in the Falcon Lake property (the “Falcon Lake Agreement”). The Falcon Lake property is comprised of 48 mineral claims covering approximately 1,000 hectares located in the Thunder Bay Mining Division, Ontario.
On September 30, 2022, the Company entered into an amended option agreement which amended certain cash payments, share issuances and exploration expenditures due dates and requirements of the Option Agreement.
On October 21, 2022, the Company completed the required option payments and share issuances to acquire a 100% interest in the Falcon Lake property.
On January 27, 2023, the Company executed a joint venture agreement (the “Battery Age Minerals Joint Venture Agreement”) with Battery Age Minerals Limited (“Battery Age Minerals”) whereby Battery Age Minerals may earn a 100% interest in the Falcon Lake Property.
Pursuant to the Battery Age Minerals Joint Venture Agreement, Battery Age Minerals earned an initial 65% interest by making the initial option payments of AUD$150,000 (CAD$139,358) and issuing to the Company 1,375,000 of Battery Age Mineral shares valued at $513,975. Battery Age Minerals earned a further 25% interest, for an aggregate 90% interest, by issuing a further 750,000 shares of Battery Age Minerals valued at $290,295 and by making a cash payment of AUD$50,000 (CAD$46,175). Battery Age Minerals may acquire the remaining 10% interest, for a 100% beneficial interest by making a further payment equal to the lower of the price determined by independent valuation or AUD$2 million. Upon Battery Age Minerals earning its 90% interest, a joint venture was deemed to have been formed between FE Battery and Battery Age Minerals to further advance the project
11 | P a g e
| FE BATTERY METALS CORP.<br><br> <br>Notes to the Condensed Interim Financial Statements<br><br> <br>For the three months ended June 30, 2024 and 2023<br><br> <br>(Unaudited - expressed in Canadian dollars) | |
|---|---|
| 6. | Exploration and Evaluation Assets (continued) |
| --- | --- |
| (g) | Jubilee Lithium Property |
| --- | --- |
On December 1, 2022, the Company entered into an option agreement to acquire a 100% interest in the Jubilee Lithium Property. The property consisted of 10 mining claims covering approximately 3,300 hectares area located in Ear Falls, Ontario.
Under the terms of the Jubilee Lithium Agreement, the Company had acquired a 100% interest in the property by completing the following option payments:
| Due Dates | Option<br>payments<br> <br>($) |
|---|---|
| December 1, 2024 (paid) | 20,000 |
| December 1, 2025 (paid) | 30,000 |
The Jubilee Lithium property is subject to a 2.0% NSR royalty.
During the year ended March 31, 2024, the Jubilee Lithium Property claims were allowed to lapse and as a result, the Company wrote-off all deferred costs incurred to date.
| (h) | Kokanee Creek and Independence Gold Properties |
|---|
On March 17, 2020, the Company entered in an option agreement to acquire a 100% interest in the Kokanee Creek and Independence Gold Properties (the “Properties”). The Properties are located in British Columbia and consist of 5 claims covering 2,690 hectares.
On February 28, 2021 and again on August 13, 2021, the Company entered into amended option agreements which amended the due dates for certain cash payments, share issuances and exploration expenditure requirements of the option agreement.
As of March 31, 2022, under the terms of the Properties amended option agreement, the Company had acquired a 100% interest in the Kokanee Creek Property by completing the required option payments, common share issuances and exploration expenditures.
The Properties are subject to a 2.0% NSR royalty of which the Company will have the option to reduce the NSR by 1.0% by paying $1,000,000.
During the year ended March 31, 2021, the Company decided it would not be pursuing any further exploration work on the Independence Gold property and wrote-off all deferred costs incurred to date.
| (i) | McNeely Lithium Property |
|---|
Pursuant to the McNeely Lithium Property purchase agreement entered on June 7, 2021, the Company acquired a 100% interest in the McNeely Lithium Property, by issuing 526,316 common shares and paying $250,000. The McNeely Lithium Property is located in Quebec and consists of 66 claims covering approximately 2,400 hectares. The McNeely Lithium Property is subject to a 3.0% GMR. Certain of the claims are subject to a pre-existing 1.0% NSR. The Company will have the option to purchase the pre-existing NSR by paying $200,000 to the pre-existing NSR holder.
| (j) | North Spirit Property |
|---|
On June 13, 2022, the Company entered into an option agreement to acquire a 100% interest in the North Spirit Property. The property consists of 124 mining claims covering approximately 2,500 hectares area in two claim blocks on crown land in northwestern Ontario and is located about 175 kilometres to the north of Red Lake, Ontario.
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| FE BATTERY METALS CORP.<br><br> <br>Notes to the Condensed Interim Financial Statements<br><br> <br>For the three months ended June 30, 2024 and 2023<br><br> <br>(Unaudited - expressed in Canadian dollars) | |
|---|---|
| 6. | Exploration and Evaluation Assets (continued) |
| --- | --- |
| (j) | North Spirit Property (continued) |
| --- | --- |
On October 26, 2022, the Company entered into an amended option agreement which amended the certain cash payments, share issuances and exploration requirements of the option agreement.
Under the terms of the amended North Spirit option agreement, the Company acquired a 100% interest in the North Spirit Property by completing the share issuance of 1,105,262 common shares.
The North Spirit property has a 1% GMR payable to the optionor.
During the year ended March 31, 2024, the Company decided it would not be pursuing any further exploration work on the North Spirit property and wrote-off all deferred costs incurred to date.
| (k) | Pontax West Lithium Property |
|---|
On October 13, 2023, the Company entered into an option agreement to acquire a 100% interest in the Pontax West Lithium Property (the “Pontax Lithium Agreement”). The property consists of 72 mining claims covering over 3,800 hectares in the James Bay lithium region of northern Quebec.
Under the terms of the Pontax West Lithium Agreement, the Company has the option to acquire a 100% interest in the property by completing the following common share issuances:
| Due Dates | Issuance<br>of <br><br>FE Battery<br><br>common shares |
|---|---|
| On signing | 1,500,000 |
| October 13, 2024 | 2,000,000 |
| October 13, 2025 | 2,500,000 |
The Pontax West Lithium property has a 1% GMR payable to the optionor of which the Company will have the option to reduce the GMR by 1.0% by paying $1,000,000 for one-half of one percent.
At June 30, 2024, the Company and the Optionor are in discussions to amend and extend the option terms of the Pontax Lithium Agreement.
| (l) | Rose West Lithium Property |
|---|
On November 25, 2022, the Company entered into an option agreement to acquire a 100% interest in the Rose West Property. The Rose West Lithium property is located in the James Bay region of northern Quebec and consists of 32 mining claims covering approximately 1,700 hectares within townships.
On December 9, 2022, the Company entered into amended option agreement to which the Company could acquire a 100% interest in the property by issuing 1,300,000 shares and granted the Company a 1% GMR. On April 5, 2023, the Company issued the required shares to acquire a 100% interest in the Rose West Lithium property.
The Rose West Lithium property has a 1% GMR payable to the optionor upon the commencement of commercial production.
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| FE BATTERY METALS CORP.<br><br> <br>Notes to the Condensed Interim Financial Statements<br><br> <br>For the three months ended June 30, 2024 and 2023<br><br> <br>(Unaudited - expressed in Canadian dollars) | |
|---|---|
| 6. | Exploration and Evaluation Assets (continued) |
| --- | --- |
| (m) | Rose East Lithium Property |
| --- | --- |
On March 4, 2023, the Company entered into an option agreement to acquire a 100% interest in the Rose East Lithium Property (“Rose East Lithium”). The Rose East Lithium Project consists of 59 mining claims covering approximately 3,100 hectares in northern Quebec.
Under the terms of the Rose East Lithium Agreement, the Company has the option to acquire a 100% interest in the property by completing the following option payments:
| Due Dates | Issuance of <br><br>FE Battery<br> common shares |
|---|---|
| March 4, 2023 (issued) | 1,500,000 |
| March 4, 2024 | 1,500,000 |
The Rose East Lithium Property is subject to a 1.0% GMR, which the Company may repurchase by paying $1,000,000 for each 0.5%.
At June 30, 2024, the Company and the Optionor are in discussions to amend and extend the option terms of the March 3, 2023 option agreement.
Exploration and evaluation expenditures recorded in the statements of loss and comprehensive loss for the three months ended June 30, 2024 and 2023 are as follows:
The Company did not incur any exploration and evaluation expenditures for the three months ended June 30, 2024.
| Geological | **** | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| and | Total | |||||||||||
| Three months ended | Assay and | Drilling and | Field | Geological | Technical | June 30, | ||||||
| June 30, 2023 | sampling | mobilization | expenditures | Consulting | Services | 2023 | ||||||
| Quebec | **** | |||||||||||
| Augustus Lithium | $ | 31,586 | $ | 53,826 | $ | 54,033 | $ | 70,500 | $ | 118,241 | $ | 328,186 |
| Trix Lithium | - | - | - | 45,000 | 45,000 | 90,000 | ||||||
| Total | $ | 31,586 | $ | 53,826 | $ | 54,033 | $ | 115,500 | $ | 163,241 | $ | 418,186 |
| 7. | Accounts Payable and Accrued Liabilities | |||||||||||
| --- | --- | |||||||||||
| June 30,<br> <br>2024 | March 31,<br> <br>2024 | |||||||||||
| --- | --- | --- | --- | --- | ||||||||
| Trade and other payables | $ | 202,057 | $ | 206,583 | ||||||||
| Accrued liabilities | 30,000 | 30,000 | ||||||||||
| Total | $ | 232,057 | $ | 236,583 |
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| FE BATTERY METALS CORP.<br><br> <br>Notes to the Condensed Interim Financial Statements<br><br> <br>For the three months ended June 30, 2024 and 2023<br><br> <br>(Unaudited - expressed in Canadian dollars) | |
|---|---|
| 8. | Related Party Transactions and Balances |
| --- | --- |
Remuneration of directors and key management personnel of the Company for the three months ended June 30, 2024 and 2023 were as follows:
| **** | For the three months ended June 30, | |||
|---|---|---|---|---|
| 2024 | 2023 | |||
| Consulting fees charged by directors of the Company | $ | 3,200 | $ | - |
| Exploration consulting fees charged by directors | - | 5,000 | ||
| Salaries, fees and benefits | 65,400 | 50,000 | ||
| Share-based payments | 177,788 | 1,122,093.00 |
Related party balances as at June 30, 2024 and March 31, 2024 were as follows:
| June 30,<br> <br>2024 | March 31,<br> <br>2024 | |||
|---|---|---|---|---|
| Amounts due to Directors and Officers of the Company | $ | 145,739 | $ | 171,294 |
| Amounts due to companies controlled by directors and officers | 90,138 | 83,575 | ||
| $ | 235,877 | $ | 254,869 |
The directors’ and officers’ balances also include fees and expenses owing to directors and officers incurred in the normal course of business.
| 9. | Share Capital |
|---|---|
| (a) | Authorized - Unlimited number of common shares without par value. |
| --- | --- |
| (b) | Issued share capital |
| --- | --- |
The Company had 52,585,286 common shares issued and outstanding as at June 30, 2024 and 50,846,146 common shares issued and outstanding as at March 31, 2024.
Fiscal 2025
During the three months ended June 30, 2024:
| i) | On April 18, 2024, the Company closed a non-brokered private placement for 1,739,130 Quebec flow-through<br>shares (“QFT share”) priced at $0.23 per QFT share for gross proceeds of $399,999. The Company recognized a liability for<br>flow-through shares of $86,957. The Company also paid finder’s fees of $24,000. |
|---|
Fiscal 2024
During the three months ended June 30, 2023:
| i) | On April 3, 2023, the Company issued 1,500,000 common shares value at $975,000, pursuant the Senay Lithium<br>property option agreement and 83,333 common shares valued at $54,166, pursuant the Trix Lithium property option agreement; |
|---|
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| FE BATTERY METALS CORP.<br><br> <br>Notes to the Condensed Interim Financial Statements<br><br> <br>For the three months ended June 30, 2024 and 2023<br><br> <br>(Unaudited - expressed in Canadian dollars) | |
|---|---|
| 9. | Share Capital (continued) |
| --- | --- |
| (b) | Issued share capital (continued) |
| --- | --- |
| ii) | On April 5, 2023, the Company issued 1,300,000 common shares valued at $884,000, pursuant the Rose West<br>Lithium property option agreement to acquire a 100% interest in the property; |
| --- | --- |
| iii) | On June 9, 2023, the Company closed a non-brokered private placement consisting of 1,338,461 Quebec flow-through<br>shares priced at $0.65 per QFT share and 573,770 National flow through shares (“NFT share”) priced at $0.61 per NFT share<br>for aggregate gross proceeds of $$1,220,000. The Company recognized a liability for flow-through shares of $149,150. The Company also<br>paid finder’s fees of $73,200. |
| --- | --- |
| (c) | Stock Options |
| --- | --- |
The Company has a shareholder approved “rolling” stock option plan (the “Plan”) in compliance with the TSX-V’s policies. Under the Plan, the maximum number of shares reserved for issuance may not exceed 10% of the total number of issued and outstanding common shares at the time of granting. The exercise price of each stock option shall not be less than the discounted market price of the Company’s stock at the date of grant. Such options will be exercisable for a period of up to 10 years from the date of grant. In connection with the foregoing, the number of common shares reserved for issuance to any one optionee will not, within a twelve-month period, exceed five percent (5%) of the issued and outstanding common shares and the number of common shares reserved for issuance to all technical consultants will not exceed, within a twelve-month period, two percent (2%) of the issued and outstanding common shares. Options may be exercised no later than 90 days following cessation of the optionee’s position with the Company or 30 days following cessation of an optionee conducting investor relations activities’ position.
The continuity for stock options for the three months ended June 30, 2024 is as follows:
| ****<br><br>Number of Shares | Weighted AverageExercisePrice | |||
|---|---|---|---|---|
| Balance, fully vested and exercisable at March 31, 2024 | 3,560,526 | $ | 0.79 | |
| Granted | 1,200,000 | $ | 0.18 | |
| Balance, fully vested and exercisable at June 30, 2024 | 4,760,526 | $ | 0.63 |
As at June 30, 2024, the following stock options were outstanding:
| Expiry Date | Number Outstanding | Number Exercisable | Weighted average<br> exercise price | Average Remaining<br> Contractual Life | |
|---|---|---|---|---|---|
| February 9, 2026 | 694,737 | 694,737 | $ | 0.798 | 1.62 |
| February 11, 2026 | 342,105 | 342,105 | $ | 1.33 | 1.62 |
| May 14, 2026 | 223,684 | 223,684 | $ | 1.33 | 1.88 |
| July 13, 2026 | 236,842 | 236,842 | $ | 0.95 | 2.04 |
| January 6, 2027 | 63,158 | 63,158 | $ | 1.33 | 2.53 |
| June 4, 2028 | 2,000,000 | 2,000,000 | $ | 0.59 | 3.94 |
| April 26, 2028 | 1,200,000 | 1,200,000 | $ | 0.18 | 1.83 |
| 4,760,526 | 4,760,526 | $ | 0.63 | 2.69 |
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| FE BATTERY METALS CORP.<br><br> <br>Notes to the Condensed Interim Financial Statements<br><br> <br>For the three months ended June 30, 2024 and 2023<br><br> <br>(Unaudited - expressed in Canadian dollars) | |
|---|---|
| 9. | Share Capital (continued) |
| --- | --- |
| (d) | Share Purchase Warrants |
| --- | --- |
The continuity for share purchase warrants for the three months ended June 30, 2024 is as follows:
| Number of Warrants | Weighted Average<br> <br>Exercise Price | |||
|---|---|---|---|---|
| Balance, March 31, 2024 | 1,381,537 | $ | 1.11 | |
| Expired | (453,759 | ) | $ | 1.71 |
| Balance, June 30, 2024 | 927,778 | $ | 0.65 |
As at June 30, 2024, the following share purchase warrants issued in connection with private placements were outstanding:
| ****<br><br>Expiry date | ****<br><br>Exercise price | Number Outstanding and<br> <br>Exercisable | Average Remaining<br> <br>Contractual Life | |||
|---|---|---|---|---|---|---|
| November 8, 2025 | $ | 0.65 | 888,889 | 1.36 | ||
| November 20, 2025 | $ | 0.65 | 38,889 | 1.40 | ||
| $ | 0.65 | 927,778 | 1.36 |
| (e) | Restricted share units |
|---|
The Company has a shareholder approved “10% rolling” restricted share unit plan (the “RSU Plan”) in compliance with the TSX-V’s policies. Under the RSU Plan, the maximum number of RSU’s reserved for issuance may not exceed 10% of the total number of issued and outstanding common shares at the time of granting.
On April 23, 2024, the Company granted 2,000,000 restricted share units to officers, directors and consultants of the Company. The restricted share units vest 50% vest in four months and 50% vest in eight months. The Company recorded $109,375 of share-based payments on the granted RSU’s during the three months ended June 30, 2023.
The continuity for restricted share units for the three months ended June 30, 2024 is as follows:
| RSU’s outstanding | ||
|---|---|---|
| Balance, March 31, 2024 | - | |
| Granted ^(1)^ | 2,000,000 | |
| Balance, June 30, 2024 | 2,000,000 | |
| (1) | The RSU’s granted during the three months ended June 30, 2023, have not vested and are not exercisable. | |
| --- | --- |
| (f) | Share-Based Payments Reserve |
|---|
The share-based payment reserve records items recognized as stock-based compensation expense and other share-based payments. This reserve also includes the value attributed to warrants on unit private placements. At the time that the stock options or warrants are exercised, the corresponding amount will be transferred to share capital.
The fair value of each option granted to employees, officers, and directors was estimated on the date of grant using the Black-Scholes option-pricing model.
Fiscal 2025
On April 23, 2024, the Company granted 2,000,000 restricted share units to officers, directors and consultants of the Company. The restricted share units vest 50% vest in four months and 50% vest in eight months. The fair value of the RSU’s was $350,000 and calculated by multiplying the Company’s share price at grant date by the number of RSU’s granted. The fair value will be recognized as the RSU’s vest.
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| FE BATTERY METALS CORP.<br><br> <br>Notes to the Condensed Interim Financial Statements<br><br> <br>For the three months ended June 30, 2024 and 2023<br><br> <br>(Unaudited - expressed in Canadian dollars) | |
|---|---|
| 9. | Share Capital (continued) |
| --- | --- |
| e) | Share-Based Payments Reserve (continued) |
| --- | --- |
On April 26, 2024, the Company granted 1,200,000 incentive stock options to consultants and all of which vested at the date of grant. The options are exercisable at $0.18 per share, expiring on April 25, 2026. The fair value of these options was $131,314 and was calculated using the Black-Scholes pricing model, based on the following assumptions: weighted average risk-free interest rate of 4.33%, volatility factor of 129.06% and an expected life of two years.
Fiscal 2024
On May 26, 2023, the Company granted 550,000 RSU’s to directors, officers and consultants and all vested and were issued on the grant date. The fair value of the RSU’s was $324,500 and calculated by multiplying the Company’s share price at grant date by the number of RSU’s granted.
On May 26, 2023, the Company granted 2,000,000 incentive stock options to consultants and all of which vested at the date of grant. The options are exercisable at $0.59 per share, expiring on May 25, 2026. The fair value of these options was $1,105,283 and was calculated using the Black-Scholes pricing model, based on the following assumptions: weighted average risk-free interest rate of 3.57%, volatility factor of 162.51% and an expected life of five years.
| 10. | Segmented Information |
|---|
The Company operates in one business segment being the acquisition and exploration of exploration and evaluation assets and operates in one geographic segment being Canada. The total assets relate to exploration and evaluation assets and have been disclosed in Note 5.
| 11. | Financial Instruments and Risk Management |
|---|
Fair Value
IFRS 7 establishes a fair value hierarchy that prioritizes the input to valuation techniques used to measure fair value as follows:
Level 1 – Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.
Level 2 – Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; and
Level 3 – Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).
The following provides the valuation method of the Company’s financial instruments as at June 30, 2024 and March 31, 2024:
| ****<br><br>Level | June 30,<br> <br>2024 | March 31,<br> <br>2024 | ||||
|---|---|---|---|---|---|---|
| Cash | 1 | $ | 1,974,483 | $ | 1,704,908 | |
| Reclamation deposits | 1 | $ | 11,000 | $ | 11,000 | |
| Marketable securities | 1 | $ | 270,933 | $ | 187,425 | |
| Accrued payable and accrued liabilities | 1 | $ | 232,057 | $ | 236,583 | |
| Due to related parties | 1 | $ | 235,877 | $ | 254,869 |
There were no transfers from levels or change in the fair value measurements of financial instruments for the period ended June 30, 2024 and year ended March 31, 2024.
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| FE BATTERY METALS CORP.<br><br> <br>Notes to the Condensed Interim Financial Statements<br><br> <br>For the three months ended June 30, 2024 and 2023<br><br> <br>(Unaudited - expressed in Canadian dollars) | |
|---|---|
| 11. | Financial Instruments and Risk Management (continued) |
| --- | --- |
Financial Risk Management
The Company’s activities expose it to a variety of financial risks including credit risk, liquidity risk and market risk.
Liquidity Risk
Liquidity risk is the risk that an entity will encounter difficulty in raising funds to meet commitments associated with financial instruments. The Company attempts to manage liquidity risk by maintaining a sufficient cash balance. As at June 30, 2024, the Company had cash of $1,974,483 to settle to settle accounts payable and accrued liabilities (inclusive of amounts due to related parties) of $467,934.
Liquidity risk on amounts due to creditors and amounts due to related parties were significant to the Company’s statement of financial position. The Company manages these risks by actively pursuing additional share capital issuances to settle its obligations in the normal course of its operating, investing, and financing activities. The Company’s ability to raise share capital is indirectly related to changing metal prices and the price of lithium and gold in particular.
Credit Risk
Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss. Financial instruments that potentially subject the Company to credit risk consist of cash, short-term investment, reclamation bonds and amounts receivable. The carrying amount of financial assets recorded in the financial statements, net of any allowances for losses, represents the maximum exposure to credit risk.
The Company deposits its cash with a high credit quality major Canadian financial institution as determined by ratings agencies. The Company does not invest in asset-backed deposits or investments and does not expect any credit losses. To reduce credit risk, the Company regularly reviews the collectability of its amounts receivable and establishes an allowance based on its best estimate of potentially uncollectible amounts. The Company historically has not had difficulty collecting its amounts receivable.
Market Risk
Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of price risk: currency risk, interest rate risk and other price risk.
Interest Rate Risk
The Company has no significant exposure at June 30, 2024, to interest rate risk through its financial instruments.
Currency Risk
The Company has no significant exposure at June 30, 2024, to currency risk through its financial instruments.
Financial assets and financial liabilities that bear interest at fixed rates are subject to fair value interest rate risk. In respect of financial assets, the Company’s policy is to invest cash at floating rates of interest in order to maintain liquidity while achieving a satisfactory return. Fluctuations in interest rates impact the amount of return the Company may realize but interest rate risk is not significant to the Company.
| 12. | Management of Capital |
|---|
The Company primarily considers shareholders’ equity in the management of its capital. The Company manages its capital structure and makes adjustments to it based on funds available to the Company, in order to support exploration and development of mineral properties. The Board of Directors has not established quantitative capital structure criteria management but will review on a regular basis the capital structure of the Company to ensure its appropriateness to the stage of development of the business.
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| FE BATTERY METALS CORP.<br><br> <br>Notes to the Condensed Interim Financial Statements<br><br> <br>For the three months ended June 30, 2024 and 2023<br><br> <br>(Unaudited - expressed in Canadian dollars) | |
|---|---|
| 12. | Management of Capital (continued) |
| --- | --- |
The Company’s objectives when managing capital are:
● To maintain and safeguard its accumulated capital in order to provide an adequate return to shareholders by maintaining sufficient level of funds, to support continued evaluation and maintenance of the Company’s existing properties, and to acquire, explore and develop other precious metals, base metals and industrial mineral deposits;
● To invest cash on hand in highly liquid and highly rated financial instruments with high credit quality issuers, thereby minimizing the risk and loss of principal; and
● To obtain the necessary financing if and when it is required.
The properties in which the Company currently holds an interest are in the exploration stage and the Company is dependent on external financing to explore and take the project to development. In order to carry out planned exploration and development and pay for administrative costs, the Company will spend its existing working capital and attempt to raise additional amounts as needed.
Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable.
In order to facilitate the management of capital and development of its mineral properties, the Company’s management informs the Board of Directors as to the quantum of expenditures for review and approval prior to commencement of work. In addition, the Company may issue new equity, incur additional debt, enter into joint venture agreements or dispose of certain assets. When applicable, the Company’s investment policy is to hold cash in interest bearing accounts at high credit quality financial institutions to maximize liquidity. In order to maximize ongoing development efforts, the Company does not pay dividends. The Company expects to continue to raise funds, from time to time, to continue meeting its capital management objectives.
There were no changes in the Company’s approach to capital management during the period ended June 30, 2024, compared to the year ended to March 31, 2024. The Company is not subject to externally imposed capital requirements. Further information relating to management of capital is disclosed in Note 1.
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Exhibit 99.2
Exhibit 99.2

MANAGEMENT’SDISCUSSION & ANALYSIS
Forthe three months ended June 30, 2024
| FE Battery Metals Corp.<br><br> <br>Management’s Discussion & Analysis<br><br> <br>For the three months ended June 30, 2024 | |
|---|---|
| 1.0 | INTRODUCTION |
| --- | --- |
The following Management Discussion and Analysis (“MD&A”) of the financial condition and results of operations of FE Battery Metals Corp. (“FE Battery” or the “Company”) should be read in conjunction with the accompanying unaudited condensed interim financial statements and related notes thereto for the three months ended June 30, 2024 and 2023, (the “Financial Report”).
FE Battery Metals Corp. (“FE Battery” or the “Company”), formerly known as First Energy Metals Limited, was incorporated on October 12, 1966 in the Province of British Columbia under the Business Corporations Act of British Columbia, and its principal business activity is the exploration of mineral properties in Canada.
The Company’s common shares trade on the Canadian Securities Exchange (FE), the OTCBB Exchange (FEMFF) and the Frankfurt Exchange (A2JC89).
Unless indicated otherwise, all financial data in this MD&A has 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 (“IFRIC”).
FE Battery is a junior resource company engaged in the exploration and development of mineral properties. It currently maintains early-stage exploration properties in Canada
This discussion focuses on key statistics from the unaudited condensed interim financial statements for the three-month period ended June 30, 2024 and up to the date of this MD&A and pertains to known risks and uncertainties relating to the gold exploration and development and mining industry. This discussion should not be considered all-inclusive, as it excludes changes that may occur in general economic, political and environmental conditions.
This MD&A contains information to August 28, 2024.
Additional information relating to the Company is available on SEDAR at www.sedarplus.ca and on the Company’s website www.febatterymetals.com.
| 1.1 | FIRST QUARTER HIGHLIGHTS |
|---|---|
| ● | On<br> April 18, 2024, the Company closed a private placement for gross proceeds of $400,000, by<br> issuing 1,739,130 QFT shares priced at $0.23 per QFT share and paid finder’s fees of<br> $24,000. |
| --- | --- |
OVERVIEWOF PROJECTS
| 1.2.1 | Augustus Lithium Property, Quebec |
|---|
The Augustus Lithium Property is located in Landrienne & Lacorne-Townships, Quebec, Canada. The Augustus Lithium property is comprised of 21 mineral claims covering over 900 hectares located in the Abitibi area of western Quebec.
In November 2022, the Company completed the required option payments, common share issuances and exploration expenditures to acquire 100% interest of the Augustus Lithium property. The property is also subject to a 2.0% NSR.
2
| FE Battery Metals Corp.<br><br> <br>Management’s Discussion & Analysis<br><br> <br>For the three months ended June 30, 2024 |
|---|
The Augustus Property is a part of the Preissac–Lacorne pegmatite fields where spodumene bearing lithium pegmatites were discovered in 1940s’. The geology and the mineralization of the Augustus property are similar to the geology and mineralization of the Quebec Lithium Mine located approximately 6 kilometers to the southeast of the property. It has excellent infrastructure support with road network, railway, electricity, water, and trained manpower available locally. Geologically the Preissac-Lacorne area lies within a belt of volcanic and sedimentary rocks intruded to the north by LaMotte batholiths and to the south by the Preissac batholiths and Moly Hill pluton.
There are several historical and currently active lithium and molybdenum prospects/mines located approximately 3 km to 20 km from the property. Some of the important prospects/mines are: Mine Quebec Lithium which was formerly owned by RB Energy, Authier Lithium owned by Sayona Mining of Australia, Valor Lithium, Duval Lithium, Lacorne Lithium, International Lithium, Vallee Lithium, and Moly Hill Mine. All these projects / prospects are at various stages of exploration and development, out of which Mine Quebec Lithium is the most advanced project followed by Authier lithium project.
On February 9, 2023, the Company announced it will be initiating a fully funded drill program commencing mid-February at its Augustus Lithium Property in Quebec, Canada. The Company entered into a drilling contract to drill up to 3,000 metres NQ size core drilling at its Augustus Lithium Property in Quebec, Canada, with the option for additional drilling. The new drill program is based on the Company’s exploration work programs of 2022 and 2021, where it has completed 41 drill holes with approximately 8,000 metres of diamond drilling. The Company’s exploration work successfully confirmed historically reported spodumene bearing lithium pegmatites on the Augustus and Canadian Lithium prospects on the Property. The current exploration work will be focused on expanding the footprint of lithium mineralization delineated during the 2021-2022 exploration work, as well exploring other prospective lithium pegmatites on the Property.
Fiscal2024 Exploration Highlights:
In December 2023, the Company announced the assay results from its August to October 2023 sampling program. A total of 995 samples were collected from grid sampling on six select areas (Grids A-F) located south of the main known mineralization. Anomalous lithium values returned from Grids C, D, E and F indicate great potential for new LCT (lithium-cesium-tantalum) pegmatite target areas for further exploration.
AssayHighlights
Soil survey Grid C stands out well with a NW-SE trending lithium (Li) anomaly in the eastern part of the grid The revealed trend is still open to the southeast and possesses coincident anomalous values of cesium (Cs), niobium (Nb) and tantalum (Ta). The results of Grid C occur far to the south of the main Augustus pegmatites but show a trend roughly parallel to Augustus and the NAL pegmatites. This area has been selected to be a priority target for FE for the discovery of a new LCT type pegmatite zone.
Soil survey Grid D uncovered another priority target with a roughly E-W zone of strong lithium values which appears to curve to a N-S orientation within the western portion of the sample grid. The anomalous lithium trend is open both to the north and south and contains coincident anomalous values of Cs, Nb and Ta.
Soil survey Grid F covered a large zone of continuous anomalous lithium values that occur roughly over 100 to 300 meters in width and 1 kilometer south to north in the eastern half of the sampled grid Anomalous niobium (Nb) and rubidium (Rb) occur with the lithium. FE plans to return to this area with the intent of extending Grid F to test if the Li, Nb and Rb anomaly continuous further north as the grid terminated in high values.
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| FE Battery Metals Corp.<br><br> <br>Management’s Discussion & Analysis<br><br> <br>For the three months ended June 30, 2024 |
|---|
Soil survey Grid E returned elevated lithium values all over the grid except for a low-grade area in the eastern part of the grid.
Soil grids A and B returned isolated anomalous lithium values but contained no definite trend.
QualifiedPerson
Technical data pertaining to the properties above was reviewed and approved by Afzaal Pirzada, P.Geo., who is FE Battery Metals Corp.’s qualified person under National Instrument 43-101.
| 1.3 | DISCUSSION OF OPERATIONS |
|---|
Forthe three months end June 30, 2024, compared to three months ended June 30, 2023
The net loss and comprehensive loss for the three months ended June 30, 2024 (“Current Period”) was $552,325, a decrease of $1,453,311 over the net loss and comprehensive loss for the three months ended June 30, 2023 (“Comparative Period”) of $2,005,636. The significant differences between the two periods are as follows:
| ● | Exploration<br> and evaluations expenditures were $Nil for the Current Period, a decrease of $418,186 over<br> the Comparative Period expenditures of $418,186. The Comparative Period expenditures include<br> the Augustus Lithium Property drill program . The Company is currently planning an exploration<br> program for the fall of 2024 at the Augustus Lithium Property; |
|---|---|
| ● | Investor<br> relations were $276,026 in the Current Period, a decrease of $93,777 in expenditures over<br> the Comparative Period. Investor relations consist on North American and European Investor<br> Marketing programs; and |
| --- | --- |
| ● | Share-based<br> compensation expense was $240,689 in the Current Period, while the Comparative Period was<br> $1,429,784. The expense was the estimated fair value for the vesting of stock options and<br> restricted share units granted to directors, officers and consultants during the Current<br> Period and Comparative Period. |
| --- | --- |
| 1.4 | SUMMARY<br>OF QUARTERLY RESULTS |
| --- | --- |
The financial results for each of the eight most recently completed quarters are summarized below:
| June 30, <br>2024 | March 31, <br>2024 | December 31, <br>2023 | September 30, <br>2023 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Net revenues | $ | - | $ | - | $ | - | $ | - | ||||
| Net loss | $ | (552,325 | ) | $ | (1,059,793 | ) | $ | (1,703,604 | ) | $ | (1,866,040 | ) |
| Per share | $ | (0.01 | ) | $ | (0.02 | ) | $ | (0.03 | ) | $ | (0.04 | ) |
| June 30, <br>2023 | March 31, <br>2023 | December 31, <br>2022 | September 30, <br>2022 | |||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Net revenues | $ | - | $ | - | $ | - | $ | - | ||||
| Net loss | $ | (2,005,636 | ) | $ | (3,927,459 | ) | $ | (794,743 | ) | $ | (526,680 | ) |
| Per share | $ | (0.04 | ) | $ | (0.15 | ) | $ | (0.03 | ) | $ | (0.02 | ) |
4
| FE Battery Metals Corp.<br><br> <br>Management’s Discussion & Analysis<br><br> <br>For the three months ended June 30, 2024 |
|---|
Significant variations in the net loss between periods are primarily due to the write-down of exploration and evaluation assets, and share-based compensation as well as fluctuations in general administrative and shareholder communications expenses.
| 1.5 | LIQUIDITY<br>AND CAPITAL RESOURCES |
|---|
Since inception, the Company’s capital resources have been primarily limited to proceeds raised from equity financings. The Company’s liquidity depends primarily on its ability to obtain external financing to meet the Company’s future operating expenditures.
The Company is not exposed to any externally imposed capital requirements. There were no changes in the Company’s approach to capital management during the period.
FE Battery began the period ended June 30, 2024, with $1,704,908 in cash. During the period ended June 30, 2024, the Company expended $1,623,576 on operating activities, net of working capital changes, and generated $275,999 from financing activities which was attributable to net proceeds from share issuances, to end at June 30, 2024 with $1,974,483 in cash.
On April 18, 2024, the Company closed a non-brokered private placement for 1,739,130 Quebec flow-through shares (“QFT share”) priced at $0.23 per QFT share for gross proceeds of $399,999. The Company recognized a liability for flow-through shares of $86,957. The Company also paid finder’s fees of $24,000.
At June 30, 2024, FE Battery had working capital of $1,655,618, compared to working capital of $1,674,090 at March 31, 2024, and an accumulated deficit of $56,731,661 at June 30, 2024 compared to $56,179,336 at March 31, 2024.
Management estimates that these funds will not be sufficient to provide the Company with the financial resources to carry out currently planned exploration and operations through the next twelve months. Therefore, the Company will need to seek additional sources of financing to meet all exploration expenditures for its property commitments as well its ongoing operations. While the Company was successful in obtaining its most recent financing, there is no assurance that it will be able to obtain adequate financing in the future or that such financing will be on terms acceptable to the Company. These material uncertainties may cast significant doubt upon the Company’s ability to continue as a going concern.
OutstandingShare Data as at the date of this MD&A
| Authorized:<br> an unlimited number of common shares without par value. | Common shares<br> <br>issued and outstanding | ****<br><br>Share purchase<br> <br>warrants | ****<br><br>Restricted share<br> <br>units | <br><br><br><br>Stock Options |
|---|---|---|---|---|
| Outstanding at June 30, 2024 and the date of this MD&A | 52,585,286 | 927,778 | 2,000,000 | 4,760,526 |
| 1.6 | OFFSTATEMENT OF FINANCIAL POSITION ARRANGEMENTS | |||
| --- | --- |
At June 30, 2024, the Company had no off-balance sheet arrangement such as guarantee contracts, contingent interest in assets transferred to an entity, derivative instruments obligations or any obligations that trigger financing, liquidity, market or credit risk to the Company.
5
| FE Battery Metals Corp.<br><br> <br>Management’s Discussion & Analysis<br><br> <br>For the three months ended June 30, 2024 |
|---|
| 1.7 | TRANSACTIONS<br>WITH RELATED PARTIES |
|---|
Remuneration of directors and key management personnel of the Company was as follows for the three-month period ended June 30, 2024, and 2023:
| For<br> the three months ended June 30, **** | ||||
|---|---|---|---|---|
| 2024 | 2023 | |||
| Consulting fees charged by directors of the Company | $ | 3,200 | $ | - |
| Exploration consulting fees charged by directors | - | 5,000 | ||
| Salaries, fees and benefits | 65,400 | 50,000 | ||
| Share-based payments | 177,788 | 1,122,093 |
Related party balances as at June 30, 2024 and March 31, 2024 were as follows:
| June30,2024 | March 31,<br> <br>2024 | |||
|---|---|---|---|---|
| Amounts due to directors and officers of the Company | $ | 145,739 | $ | 171,294 |
| Amounts due to companies controlled by directors and office | 90,138 | 83,575 | ||
| $ | 235,877 | $ | 254,869 |
| 1.8 | CRITICALACCOUNTING ESTIMATES AND JUDGMENTS |
|---|
The preparation of financial statements requires management to use judgment in applying its accounting policies and estimates and assumptions about the future. Estimates and other judgments are continuously evaluated and are based on management’s experience and other factors, including expectations about future events that are believed to be reasonable under the circumstances. There have been no significant changes to the Company’s critical accounting estimates for the three-month period ended June 30, 2024, from those disclosed in Note 3 of the Financial Report.
| 1.9 | CHANGES<br>IN ACCOUNTING POLICIES |
|---|
The Company prepares its financial statements using accounting policies consistent with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”).
The accounting policies and methods of application applied by the Company in these financial statements are the same as those applied in the Company’s most recent annual financial statements for the year ended March 31, 2024, except for those policies which have changed as a result of the adoption of new and amended IFRS pronouncements effective April 1, 2024.
New, Amended and Future IFRS Pronouncements
More detail on these new, amended and future IFRS pronouncements are provided in Note 2 of the Company’s Financial Report.
1.10 FINANCIALINSTRUMENTS AND OTHER INSTRUMENTS
FairValue
IFRS 7 establishes a fair value hierarchy that prioritizes the input to valuation techniques used to measure fair value as follows:
6
| FE Battery Metals Corp.<br><br> <br>Management’s Discussion & Analysis<br><br> <br>For the three months ended June 30, 2024 |
|---|
Level 1 – Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.
Level 2 – Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; and
Level 3 – Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).
The following provides the valuation method of the Company’s financial instruments as at June 30, 2024 and March 31, 2024:
| Level | June30,2024 | March 31,<br> <br>2024 | |||
|---|---|---|---|---|---|
| Cash | 1 | $ | 1,974,483 | $ | 1,704,908 |
| Reclamation deposits | 1 | $ | 11,000 | $ | 11,000 |
| Marketable securities | 1 | $ | 270,933 | $ | 187,425 |
| Accrued payable and accrued liabilities | 1 | $ | 232,057 | $ | 236,583 |
| Due to related parties | 1 | $ | 235,877 | $ | 254,869 |
There were no transfers from levels or change in the fair value measurements of financial instruments for the three months ended June 30, 2024, compared to the year ended and March 31, 2024.
FinancialRisk Management
The Company’s activities expose it to a variety of financial risks including credit risk, liquidity risk and market risk.
Liquidity Risk
Liquidity risk is the risk that an entity will encounter difficulty in raising funds to meet commitments associated with financial instruments. The Company attempts to manage liquidity risk by maintaining a sufficient cash balance. As at June 30, 2024, the Company had cash of $1,974,483 to settle to settle accounts payable and accrued liabilities (inclusive of amounts due to related parties) of $467,934.
Liquidity risk on amounts due to creditors and amounts due to related parties were significant to the Company’s statement of financial position. The Company manages these risks by actively pursuing additional share capital issuances to settle its obligations in the normal course of its operating, investing and financing activities. The Company’s ability to raise share capital is indirectly related to changing metal prices and the price of lithium and gold in particular.
Credit Risk
Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss. Financial instruments that potentially subject the Company to credit risk consist of cash, short-term investment, reclamation bonds and amounts receivable. The carrying amount of financial assets recorded in the financial statements, net of any allowances for losses, represents the maximum exposure to credit risk.
The Company deposits its cash with a high credit quality major Canadian financial institution as determined by ratings agencies. The Company does not invest in asset-backed deposits or investments and does not expect any credit losses. To reduce credit risk, the Company regularly reviews the collectability of its
7
| FE Battery Metals Corp.<br><br> <br>Management’s Discussion & Analysis<br><br> <br>For the three months ended June 30, 2024 |
|---|
amounts receivable and establishes an allowance based on its best estimate of potentially uncollectible amounts. The Company historically has not had difficulty collecting its amounts receivable.
Market Risk
Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of price risk: currency risk, interest rate risk and other price risk.
Interest Rate Risk
The Company has no significant exposure at June 30, 2024, to interest rate risk through its financial instruments.
Currency Risk
The Company has no significant exposure at June 30, 2024, to currency risk through its financial instruments.
Financial assets and financial liabilities that bear interest at fixed rates are subject to fair value interest rate risk. In respect of financial assets, the Company’s policy is to invest cash at floating rates of interest in order to maintain liquidity while achieving a satisfactory return. Fluctuations in interest rates impact the amount of return the Company may realize but interest rate risk is not significant to the Company.
Managementof capital
The Company primarily considers shareholders’ equity in the management of its capital. The Company manages its capital structure and makes adjustments to it based on funds available to the Company, in order to support exploration and development of mineral properties. The Board of Directors has not established quantitative capital structure criteria management but will review on a regular basis the capital structure of the Company to ensure its appropriateness to the stage of development of the business.
The Company’s objectives when managing capital are:
| ● | To<br>maintain and safeguard its accumulated capital in order to provide an adequate return to shareholders by maintaining sufficient level<br>of funds, to support continued evaluation and maintenance of the Company’s existing properties, and to acquire, explore and develop<br>other precious metals, base metals and industrial mineral deposits; |
|---|---|
| ● | To<br>invest cash on hand in highly liquid and highly rated financial instruments with high credit quality issuers, thereby minimizing the<br>risk and loss of principal; and |
| --- | --- |
| ● | To<br> obtain the necessary financing if and when it is required. |
| --- | --- |
The properties in which the Company currently holds an interest are in the exploration stage and the Company is dependent on external financing to explore and take the project to development. In order to carry out planned exploration and development and pay for administrative costs, the Company will spend its existing working capital and attempt to raise additional amounts as needed.
Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable.
In order to facilitate the management of capital and development of its mineral properties, the Company’s management informs the Board of Directors as to the quantum of expenditures for review and approval prior to commencement of work. In addition, the Company may issue new equity, incur additional debt, enter into joint venture agreements or dispose of certain assets. When applicable, the Company’s investment
8
| FE Battery Metals Corp.<br><br> <br>Management’s Discussion & Analysis<br><br> <br>For the three months ended June 30, 2024 |
|---|
policy is to hold cash in interest bearing accounts at high credit quality financial institutions to maximize liquidity. In order to maximize ongoing development efforts, the Company does not pay dividends. The Company expects to continue to raise funds, from time to time, to continue meeting its capital management objectives.
There were no changes in the Company’s approach to capital management during the period ended June 30, 2024, compared to the year ended to March 31, 2024. The Company is not subject to externally imposed capital requirements. Further information relating to management of capital is disclosed in Note 1 of the Financial Report.
| 1.11 | RISKSAND UNCERTAINTIES |
|---|
An investment in the securities of the Company is highly speculative and involves numerous and significant risks. Only investors whose financial resources are sufficient to enable them to assume such risks and who have no need for immediate liquidity in their investment should undertake such investment. Prospective investors should carefully consider the risk factors that have affected, and which in the future are reasonably expected to affect, the Company and its financial position.
The Company’s financial condition, results of operations and businesses are subject to certain risks, certain of which are described below (and elsewhere in this MD&A):
Property risk
None of the Company’s Canadian projects have reserves or demonstrated economic viability and there is no assurance that an economic or minable deposit will be found. If the Company acquires additional mineral properties, any material adverse development affecting the new mineral properties could also have a material adverse effect on the financial condition and results of operations.
Additional Funding Requirements
The Company is reliant upon additional equity financing in order to continue its business and operations, as it is in the business of mineral exploration and at present does not derive any income from its mineral assets. There is no guarantee that future sources of funding will be available to the Company. If the Company is not able to raise additional equity funding in the future, it will be unable to carry out its business.
Mineral Exploration
Mineral exploration involves a high degree of risk. Few properties that are explored are brought to production. Unusual or unexpected geological formations, formation pressures, structural weaknesses, fires, power outages, labour disruptions, flooding, explosions, tailings impoundment failures, cave-ins, landslides and the inability to obtain adequate machinery, equipment or labour are some of the risks involved in mineral exploration and exploitation activities. The Company has relied on and will continue to rely on consultants and others for mineral exploration and exploitation expertise. Substantial expenditures are required to establish mineral reserves and resources through drilling. There can be no assurance that the funds required will be obtained on a timely basis or at all. The economics of exploiting mineral reserves and resources discovered by the Company are affected by many factors, many of which are outside the control of the Company, including the cost of operations, variations in the grade recovered, price fluctuations in the metal markets, costs of processing and other equipment, and other factors such as government regulations, including regulations relating to royalties, allowable production, importing and exporting of minerals and environmental protection. There can be no assurance that the Company’s mineral exploration and exploitation activities will be successful.
9
| FE Battery Metals Corp.<br><br> <br>Management’s Discussion & Analysis<br><br> <br>For the three months ended June 30, 2024 |
|---|
Commodity Price Volatility
The price of various commodities that the Company is exploring for can fluctuate significantly and is beyond the Company’s control. The Company is specifically concerned with the prices of precious and base metals. While the Company would benefit from an increase in the value of precious and base metals, a decrease in the value of precious and base metals and other minerals could also adversely affect it.
Title to Mineral Properties
Acquisition of title to mineral properties is a very detailed and time-consuming process. Title to, and the area of, mineral properties may be disputed or impugned. Although the Company has investigated its title to the mineral properties for which it holds an option or concessions or mineral leases or licences, there can be no assurance that the Company has valid title to such mineral properties or that its title thereto will not be challenged or impugned. For example, mineral properties sometimes contain claims or transfer histories that examiners cannot verify; and transfers under foreign law often are complex. The Company does not carry title insurance with respect to its mineral properties. A successful claim that the Company does not have title to a mineral property could cause the Company to lose its rights to explore, develop and mine that property, perhaps without compensation for its prior expenditures relating to the property.
Country Risk
The Company could be at risk regarding any political developments in the country in which it operates.
Uninsurable Risks
Mineral exploration activities involve numerous risks, including unexpected or unusual geological operating conditions, formation weaknesses, hydrogeological conditions, rock bursts, cave-ins, fires, floods, earthquakes and other environmental occurrences and political and social instability. It is not always possible to obtain insurance against all such risks and the Company may decide not to insure against certain risks as a result of high premiums or other reasons. Should such liabilities arise, they could negatively affect the Company’s profitability and financial position and the value of its common shares.
Environmental Regulation and Liability
The Company’s activities are subject to laws and regulations controlling not only mineral exploration and exploitation activities but also the possible effects of such activities upon the environment. Environmental legislation may change and make mining uneconomic or result in significant environmental or reclamation costs. Environmental legislation provides for restrictions and prohibitions and a breach of environmental legislation may result in the imposition of fines and penalties or the suspension or closure of operations. In addition, certain types of operations require the submission of environmental impact statements and approval thereof by government authorities. Environmental legislation is evolving in a manner that may mean stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects and a heightened degree of responsibility for companies and their directors, officers and employees. Permits from a variety of regulatory authorities are required for many aspects of mineral exploitation activities, including closure and reclamation. Future environmental legislation could cause additional expense, capital expenditures, restrictions, liabilities and delays in the development of the Company’s properties, the extent of which cannot be predicted. In the context of environmental permits, including the approval of closure and reclamation plans, the Company must comply with standards and laws and regulations that may entail costs and delays, depending on the nature of the activity to be permitted and how stringently the regulations are implemented by the permitting authority. The Company does not maintain environmental liability insurance.
10
| FE Battery Metals Corp.<br><br> <br>Management’s Discussion & Analysis<br><br> <br>For the three months ended June 30, 2024 |
|---|
Regulations and Permits
The Company’s activities are subject to a wide variety of laws and regulations governing health and worker safety, employment standards, waste disposal, protection of the environment, protection of historic and archaeological sites, mine development and protection of endangered and protected species and other matters. The Company is required to have a wide variety of permits from governmental and regulatory authorities to carry out its activities. Changes in these laws and regulations or changes in their enforcement or interpretation could result in changes in legal requirements or in the terms of the Company’s permits that could have a significant adverse impact on the Company’s existing or future operations or projects. Obtaining permits can be a complex, time-consuming process. There can be no assurance that the Company will be able to obtain the necessary permits on acceptable terms, in a timely manner or at all. The costs and delays associated with obtaining permits and complying with these permits and applicable laws and regulations could stop or materially delay or restrict the Company from continuing or proceeding with existing or future operations or projects. Any failure to comply with permits and applicable laws and regulations, even if inadvertent, could result in the interruption or closure of operations or material fines, penalties or other liabilities.
Potential Dilution
The issue of common shares of the Company upon the exercise of the options and warrants will dilute the ownership interest of the Company’s current shareholders. The Company may also issue additional options and warrants or additional common shares from time to time in the future. If it does so, the ownership interest of the Company’s then current shareholders could also be diluted.
| 1.12 | OTHERMD&A INFORMATION |
|---|
ADDITIONALDISCLOSURE FOR VENTURE ISSUERS WITHOUT SIGNIFICANT REVENUE
The components of exploration costs are described in Note 6 of the Financial Report.
INTERNAL CONTROLS OVER FINANCIAL REPORTING
Management has established processes to provide them sufficient knowledge to support representations that they have exercised reasonable diligence that (i) the consolidated financial statements do not contain any untrue statement of material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it is made, as of the date of and for the periods presented by the consolidated financial statements, and (ii) the consolidated financial statements fairly present in all material respects the financial condition, results of operations and cash flow of the Company, as of the date of and for the periods presented.
There was no change in the Company’s internal controls over financial reporting (“ICFR”) that occurred during the period ended June 30, 2024, and which materially affected, or is reasonably likely to materially affect, the Company’s ICFR.
APPROVAL
The Board of Directors of FE Battery has approved the disclosure contained in this MD&A. A copy of this MD&A will be provided to anyone who requests it and can be located, along with additional information, on the SEDAR website at www.sedarplus.ca.
FORWARDLOOKING STATEMENTS
Certain statements in this MD&A, other than statements of historical fact, constitute “forward-looking information” within the meaning of Canadian securities legislation, and the United States Private Securities
11
| FE Battery Metals Corp.<br><br> <br>Management’s Discussion & Analysis<br><br> <br>For the three months ended June 30, 2024 |
|---|
Litigation Reform Act of 1995. “Forward-looking information” includes, but is not limited to, statements with respect to potential mineralization and geological merits of the Company’s exploration projects the Company’s future plans, exploration and drilling programs, objectives, business strategy, budgets, projected costs, financial results, expected cash runway and liquidity, and requirements for additional capital. In certain cases, forward-looking information can be identified by the use of words such as “plans”, “expects”, “contemplates”, “budget”, “possible”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “believes”, or variations of such words and phrases, or state that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved”.
Forward-looking information is based on assumptions regarding future events and other matters and involves known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information. Assumptions on which forward-looking information in this MD&A is based include the assumption that strategic alternatives are available to the Company, the assumption the Company will continue as a going concern and will continue to be able to access the capital required to advance its projects and continue operations. Risks and uncertainties include, among others: inherent risks involved in the exploration and development of mineral properties; uncertainties involved in interpreting drill results and other exploration data; potential for delays in exploration activities; geology, grade and continuity of mineral deposits; possibility that future exploration results may not be consistent with the Company’s current expectations; reduction in future prices of precious metals; currency fluctuations; accidents, labor disputes and other risks associated with the mining industry; delays in obtaining governmental approvals; uncertainties relating to the availability and costs of financing required in the future; events adversely affecting the cash resources and estimated cash availability; and competition and loss of key employees. Other risks and uncertainties are discussed throughout this MD&A and, in particular, in the section below entitled “Risks and Uncertainties”.
In making the statements in this MD&A containing forward-looking information, the Company has applied several material assumptions, including but not limited to, assumptions regarding the ability of the Company to obtain, on reasonable terms, the necessary financing to complete the exploration and development of its property interests, as well as the future profitable production or proceeds from the disposition of the Company’s exploration and evaluation assets.
Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking information will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements.
The Company disclaims any intention or obligation to update or revise the forward-looking information in this MD&A, whether as a result of new information, events or otherwise, except as required by applicable securities legislation. Accordingly, readers are cautioned not to put undue reliance on forward-looking information.
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Exhibit 99.3
Exhibit 99.3
Form 52-109FV2
Certification of Interim Filings - venture issuer basic certificate
I, Gurminder Sangha, acting as Chief Executive Officer of FE Battery Metals Corp., certify the following:
| 1. | Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of FE Battery Metals Corp. (the “issuer”) for the interim period ended June 30, 2024. |
|---|---|
| 2. | No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings. |
| 3. | Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial statements together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings. |
Date: August 29, 2024
/s/ Gurminder SanghaGurminder SanghaChief Executive Officer
| NOTE TO READER | |
|---|---|
| In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of | |
| i) | controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and |
| ii) | a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP. |
| The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost-effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation. |
Exhibit 99.4
Exhibit 99.4
Form 52-109FV2
Certification of Interim Filings - venture issuer basic certificate
I, Jurgen Wolf, acting as Chief Financial Officer of FE Battery Metals Corp., certify the following:
| 1. | Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of FE Battery Metals Corp., (the “issuer”) for the interim period ended June 30, 2024. |
|---|---|
| 2. | No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings. |
| 3. | Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial statements together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings. |
Date: August 29, 2024
/s/ Jurgen WolfJurgen WolfChief Financial Officer
| NOTE TO READER | |
|---|---|
| In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of | |
| i) | controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and |
| ii) | a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial<br>statements for external purposes in accordance with the issuer’s GAAP. |
| The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation. |