6-K - PBMLF - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 AND 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the Period December 2019 File No. 001-33649

Pacific Booker Minerals Inc.

(Name of Registrant)

#1103 – 1166 Alberni Street, Vancouver, B.C. V6E 3Z3

(Address of principal executive offices)

Interim Financial Statements for the period ended October 31, 2019

Management Discussion and Analysis

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 ¨

Indicate by check mark whether the Registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes ¨

No x

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Form 6-K to be signed on its behalf by the undersigned, thereunto duly authorized.

Pacific Booker Minerals Inc.

(Registrant)

Dated: December 16, 2019	By: /s/ “John Plourde”<br><br><br>John Plourde,<br><br><br>President and CEO

Pacific Booker Interim Financial Statements

PACIFIC BOOKER MINERALS INC.

CONDENSED INTERIM FINANCIAL STATEMENTS

(Unaudited - Prepared by Management)

(Expressed in Canadian Dollars)

NINE MONTH PERIOD ENDED OCTOBER 31, 2019

CONTENTS	PAGE #
Notice	3
Condensed Interim Statements of Financial Position	4
Condensed Interim Statements of Comprehensive Loss	5
Condensed Interim Statements of Changes in Equity	6
Condensed Interim Statements of Cash Flows	7
Notes to the Condensed Interim Financial Statements	8 to 29

NOTICE

The accompanying unaudited condensed interim financial statements have been prepared by management and approved by<br><br><br>the Audit Committee and Board of Directors.
The Company’s independent auditors have not performed a review of these financial statements

PACIFIC BOOKER MINERALS INC.

CONDENSED INTERIM STATEMENTS OF FINANCIAL POSITION

(Unaudited - Prepared by Management)

(Expressed in Canadian Dollars)

	October 31,<br><br><br>2019		January 31,<br><br><br>2019
ASSETS
Current assets
Cash and cash equivalents	$	2,015,757	$	564,507
Receivables		1,969		1,866
Prepaid expenses and deposits		56,133		74,236
		2,073,859		640,609
Mineral property interests (Note 5)		4,832,500		4,832,500
Exploration and evaluation assets (Note 6)		24,872,225		24,870,119
Equipment, vehicles and furniture (Note 7)		57,858		5,473
Reclamation deposits		123,600		123,600
Total assets	$	31,960,042	$	30,472,301
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Accounts payable and accrued liabilities	$	3,050	$	18,163
Amounts owing to related parties (Note 10)		15,725		2,691
		18,775		20,854
Shareholders' equity
Share Capital (Note 8)		54,223,481		52,068,605
Contributed surplus (Note 8)		17,486,131		17,199,780
Deficit		(39,768,345)		(38,816,938)
		31,941,267		30,451,447
Total liabilities and shareholders’ equity	$	31,960,042	$	30,472,301

Approved by the Board of Directors and authorized for issue on December 16, 2019:

“William Deeks”	“John Plourde”
William Deeks, Chairman	John Plourde, CEO

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

PACIFIC BOOKER MINERALS INC.

CONDENSED INTERIM STATEMENTS OF COMPREHENSIVE LOSS

(Unaudited - Prepared by Management)

(Expressed in Canadian Dollars)

	Three Month Period<br><br><br>Ended October 31				Nine Month Period<br><br><br>Ended October 31,
	2019		2018		2019		2018
OPERATING EXPENSES
Consulting fees<br><br><br>– related party (Note 10)	$	225	$	225	$	675	$	900
Consulting fees<br><br><br>- Option based payments(Note 8 & 10)		-		-		-		-
Depreciation		2,646		761		7,939		2,284
Directors fees		2,000		2,000		12,500		9,000
Directors fees<br><br><br>- Option based payments(Note 8 & 10)		-		-		-		-
Filing and transfer agent fees		1,633		2,561		26,580		18,367
Foreign exchange (gain)loss		(288)		(1,041)		996		(7,378)
Finance income		(257)		(253)		(259)		(253)
Investor relations<br><br><br>– related party(Note 10)		33,000		-		198,000		-
Investor relations<br><br><br>- Option based payments(Note 8 & 10)		545,662		-		545,662		-
Disposal of asset (gain)loss		-		-		(6,491)		-
Office and miscellaneous		3,814		1,905		12,056		9,349
Office rent		20,719		19,800		62,847		59,209
Professional fees (Note 10)		9,625		6,255		36,762		22,991
Professional fees<br><br><br>- Option based payments(Note 8 & 10)		-		-		-		75,426
Shareholder information<br><br><br>and promotion		6,715		6,589		38,018		17,044
Telephone		1,240		1,174		3,750		3,649
Travel		1,849		2,024		11,522		9,324
Wages & benefits		850		-		850		-
Loss from operations		(629,433)		(42,000)		(951,407)		(219,912)
Income tax expense		-		-		-		-
Net loss and comprehensive loss<br><br><br>for the period	$	(629,433)	$	(42,000)	$	(951,407)	$	(219,912)
Basic and diluted loss per share (Note 9)	$	(0.04)	$	(0.00)	$	(0.06)	$	(0.01)

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

PACIFIC BOOKER MINERALS INC.

CONDENSED INTERIM STATEMENTS OF CHANGES IN EQUITY

(Unaudited - Prepared by Management)

(Expressed in Canadian Dollars)

	Number<br><br><br>of<br><br><br>Shares	Share<br><br><br>Capital<br><br><br>Amount	Contributed<br><br><br>Surplus	Deficit	Total
Balance,<br><br><br>February 1, 2018	14,797,904	$ 51,995,105	$ 17,124,354	$ (38,533,386)	$ 30,586,073
Warrants exercised	73,500	73,500	-	-	73,500
Option based payments	-	-	75,426	-	75,426
Net loss for the period	-	-	-	(219,912)	(219,912)
Balance,<br><br><br>October 31, 2018	14,871,404	$ 52,068,605	$ 17,199,780	$ (38,753,298)	$ 30,515,087
Option based payments	-	--	-	-	-
Net loss for the period	-	-	-	(63,640)	(63,640)
Balance,<br><br><br>January 31, 2019	14,871,404	$ 52,068,605	$ 17,199,780	$ (38,816,938)	$ 30,451,447
Warrants exercised	1,575,565	1,575,565	-	-	1,575,565
Options exercised	320,000	320,000	-	-	320,000
Option based payments	-	259,311	286,351	-	545,662
Net loss for the period	-	-	-	(951,407)	(951,407)
Balance,<br><br><br>October 31, 2019	16,766,969	$ 54,223,481	$ 17,486,131	$ (39,768,345)	$ 31,941,267

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

PACIFIC BOOKER MINERALS INC.

CONDENSED INTERIM STATEMENTS OF CASH FLOWS

(Unaudited - Prepared by Management)

(Expressed in Canadian Dollars)

	Three Month Period Ended October 31,		Nine Month Period Ended October 31,
	2019	2018	2019	2018
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the period	$ (629,433)	$ (42,000)	$ (951,407)	$ (219,912)
Items not affecting cash:
Depreciation	2,646	761	7,939	2,284
Option based payments	545,662	-	545,662	75,426
Changes in non-cash working capital items:
(Increase)/decrease in receivables	1,487	214	(103)	2,976
(Increase)/decrease<br><br><br>in prepaids and deposits	20,159	18,984	18,103	29,598
Increase/(decrease) in accounts<br><br><br>payable and accrued liabilities	(3,582)	(7,943)	(16,517)	(15,362)
Increase/(decrease) in amounts<br><br><br>owing to related parties	557	(1,250)	13,034	146
Net cash provided by/(used in)<br><br><br>operating activities	(62,504)	(31,234)	(383,289)	(124,844)
CASH FLOWS FROM FINANCING ACTIVITIES
Subscriptions received	-	-	-	-
Issuance of Share Capital	295,000	-	1,895,565	73,500
Net cash provided by<br><br><br>financing activities	295,000	-	1,895,565	73,500
CASH FLOWS FROM INVESTING ACTIVITIES
Mineral property interests and<br><br><br>Exploration and evaluation costs<br><br><br>(net of recovery)	(702)	-	(702)	(10,132)
Disposal of vehicle	-	-	2,309	-
Purchase of vehicle	-	-	(62,633)	-
Net cash used in investing activities	(702)	-	(61,026)	(10,132)
Change in cash and cash equivalents during the period	231,794	(31,234)	1,451,250	(61,476)
Cash and cash equivalents, beginning of period	1,783,963	666,153	564,507	696,395
Cash and cash equivalents,<br><br><br>end of period	$ 2,015,757	$ 634,919	$ 2,015,757	$ 634,919

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

PACIFIC BOOKER MINERALS INC.

NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS

(Unaudited - Prepared by Management)

(Expressed in Canadian Dollars)

FOR THE NINE MONTHS ENDED OCTOBER 31, 2019 and 2018

CORPORATE INFORMATION

The Company was incorporated on February 18, 1983 under the Company Act of British Columbia as Booker Gold Explorations Limited. On February 8, 2000, the Company changed its name to Pacific Booker Minerals Inc. The address of the Company’s corporate office and principal place of business is located at Suite #1103 - 1166 Alberni Street, Vancouver, British Columbia, Canada.

The Company’s principal business activity is the exploration of its mineral property interests, with its principal mineral property interests located in Canada. The Company is listed on the TSX Venture Exchange (“TSX-V”) under the symbol “BKM” and was listed on the NYSE MKT Equities Exchange (“NYSE MKT”) under the symbol “PBM” until the voluntary delisting on April 29, 2016.

BASIS OF PRESENTATION

(a)

Statement of compliance

These condensed interim financial statements and the notes thereto (the "Financial Statements") are unaudited and are prepared in accordance with International Accounting Standard 34, Interim Financial Reporting (“IAS 34”) and so do not include all of the information required for full annual statements. The accounting policies and method of computation applied in these condensed interim financial statements are the same as those applied by the Company in its financial statements as at and for the year ended January 31, 2019. These condensed interim financial statements should be read in conjunction with the audited financial statements for the year ended January 31, 2019.

The significant accounting policies applied in these condensed interim financial statements are based on IFRS issued and outstanding on December 16 2019, the date on which the Board of Directors approved the condensed interim financial statements for filing.

(b)

Going concern of operations

These financial statements have been prepared on the basis of the accounting principles applicable to a going concern, which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future.

A going concern in accounting is a term that indicates whether or not the entity can continue in business for the next fiscal year. Indicators against a “going concern” are negative cash flows from operations, consecutive losses from operations, and an accumulated deficit.

The Company is a resource company, and must incur expenses during the process of exploring and evaluating a mineral property to prove the commercial viability of the ore body, a necessary step in the process of developing a property to the production stage. As a non-producing resource company, the Company has no operating income, cash flow is generated mostly by the sale of shares by the Company, and an accumulated deficit is the result of operations and exploration activities without production.

PACIFIC BOOKER MINERALS INC.

NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS

(Unaudited - Prepared by Management)

(Expressed in Canadian Dollars)

FOR THE NINE MONTHS ENDED OCTOBER 31, 2019 and 2018

BASIS OF PRESENTATION (cont’d)

(b)

Going concern of operations (cont’d)

The Company has incurred losses and negative cash flows from operations since inception and has an accumulated deficit. These conditions indicate the existence of a material uncertainty that may cast significant doubt on the Company's ability to continue as a going concern. The ability of the Company to continue as a going concern depends upon its ability to continue to raise adequate financing and to develop profitable operations in the future.

The ability of the Company to realize the costs it has incurred to date on its mineral property interests is dependent upon the Company being able to continue to finance its exploration and evaluation costs. To date, the Company has not earned any revenue and is considered to be in the advanced exploration stage.

Management has based “the ability to continue in operations” judgement on various factors including (but not limited to) the opinion of management that the Morrison project will receive the necessary certificates/permits to allow the Company to proceed with the development of the project to the production phase, that the Company’s claims are in good standing, the NI 43-101 feasibility study (completed in 2009) shows commercially viable quantities of mineral resources. The Company has sufficient cash on hand to meet its obligations for the fiscal year and anticipates proceeds from the exercise of options and warrants to ensure the Company’s financial resources.

There can be no assurance that the Company will be able to continue to raise funds in which case the Company may be unable to meet its obligations. Should the Company be unable to realize on its assets and discharge its liabilities in the normal course of business, the net realizable value of its assets may be materially less than the amounts recorded on the statements of financial position. These financial statements do not include the adjustments that would be necessary should the Company be unable to continue as a going concern.

	October 31,<br><br><br>2019	January 31,<br><br><br>2019
Working capital	$ 2,055,084	$ 619,755
Loss for the period	(951,407)	(283,552)
Deficit	(39,768,345)	(38,816,938)

(c)

Basis of Measurement

The financial statements have been prepared under the historical cost convention, except for certain financial instruments which are measured at fair value.

(d)

Functional and presentation currency

The financial statements are presented in Canadian dollars, which is the Company’s functional and presentation currency.

PACIFIC BOOKER MINERALS INC.

NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS

(Unaudited - Prepared by Management)

(Expressed in Canadian Dollars)

FOR THE NINE MONTHS ENDED OCTOBER 31, 2019 and 2018

BASIS OF PRESENTATION (cont’d)

(e)

Critical accounting judgements

The preparation of these financial statements, in conformity with IFRS, requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions of accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected by that revision.

(i)

Going concern

The Company’s ability to execute its strategy by funding future working capital requirements requires judgment. Assumptions are continually evaluated and are based on historical experience and expectations of future events that are believed to be reasonable under the circumstances (see Note 2(b)).

(f)

Key sources of estimation uncertainty

(i)

Recoverability of asset carrying values for equipment, vehicles and furniture

The declining balance depreciation method used reflects the pattern in which management expects the asset’s future economic benefits to be consumed by the Company. The Company assesses its equipment, vehicles and furniture for possible impairment as described in Note 3(d), if there are events or changes in circumstances that indicate that the recorded carrying values of the assets may not be recoverable at every reporting period. Such indicators include changes in the Company’s business plans affecting the asset use and anticipated life and evidence of current physical damage.

(ii)

Option based payments

The Company has an equity-settled option to purchase shares plan for Eligible Persons (as defined by the policies of the TSX Venture Exchange and/or National Instrument 45-106). The fair value of the share purchase options are estimated on the measurement date by using the Black-Scholes option-pricing model, based on certain assumptions and recognized as option based payments expense over the vesting period of the option with a corresponding increase to equity as contributed surplus. Those assumptions are described in Note 8 of the annual financial statements and include, among others, expected volatility, forfeiture rate, expected life of the options and number of options expected to vest.

PACIFIC BOOKER MINERALS INC.

NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS

(Unaudited - Prepared by Management)

(Expressed in Canadian Dollars)

FOR THE NINE MONTHS ENDED OCTOBER 31, 2019 and 2018

BASIS OF PRESENTATION (cont’d)

(f)

Key sources of estimation uncertainty (cont’d)

(iii)

Exploration and evaluation assets & Mineral property interests

Although the Company has taken steps to verify title to mineral properties in which it has an interest in accordance with industry standards for the current stage of exploration of such properties, these procedures do not guarantee the Company’s title. Property title may be subject to unregistered prior agreements and non-compliance with regulatory requirements.

Recovery of amounts indicated under mining properties and the related exploration and evaluation assets are subject to the discovery of economically recoverable reserves, the Company’s ability to obtain the necessary permits, the Company's ability to obtain the financing required to complete development and profitable future production or the proceeds from the sale of such assets.

At October 31, 2019, management determined that the carrying value of the mining properties is best represented by historical costs, which may or may not reflect their eventual recoverable value. Management reviews the property for impairments on an on-going basis and considers the carrying value appropriate for the current period. Significant assumptions and estimates used by management to determine the recoverable value are included in Note 3(d).

(iv)

Restoration and close down provisions

The Company recognizes reclamation and close down provisions based on “Best Estimate” which can be based on internal or external costs. The Company is required to have a bond in place in an amount determined by the provincial government to provide for the costs of reclamation of the site disturbances. This bond shows as Reclamation deposit asset on the statement of financial position. Significant assumptions used by management to ascertain the provision are described in Note 3(e).

(v)

Taxes

Provisions for income tax liabilities and assets are calculated using the best estimate of the tax amounts prepared by knowledgeable persons, based on an assessment of relevant factors. The Company reviews the adequacy of the estimate at the end of the reporting period. It is possible that at some future date, an additional liability or asset could result from audits by the taxing authorities. Where the final outcome of these tax-related matters is different from the amounts that were originally recorded, such differences will be reflected in the tax provisions in the current period when such determination is made.

PACIFIC BOOKER MINERALS INC.

NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS

(Unaudited - Prepared by Management)

(Expressed in Canadian Dollars)

FOR THE NINE MONTHS ENDED OCTOBER 31, 2019 and 2018

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accounting policies set out below have been applied consistently, to all periods presented in these financial statements. The significant accounting policies adopted by the Company are as follows:

(a)

Foreign currency translation

The monetary assets and liabilities of the Company that are denominated in foreign currencies are translated to the functional currency at the rate of exchange at the reporting date and non-monetary items are translated using the exchange rate at the date of the transaction. Revenues and expenses are translated at the exchange rates approximating those in effect at the time of the transaction. Exchange gains and losses arising on translation are included in the statements of comprehensive loss.

(b)

Cash and cash equivalents

Cash includes cash on hand and demand deposits. Cash equivalents includes short-term, highly liquid investments that are readily convertible to known amounts of cash and have a maturity date of less than 90 days and are subject to an insignificant risk of change in value.

(c)

Mineral property interests and Exploration and evaluation assets

All costs related to the acquisition of mineral properties are capitalized as Mineral Property interest. The recorded cost of mineral property interests is based on cash paid and the fair market value of share consideration issued for mineral property interest acquisitions.

All pre-exploration costs, i.e. costs incurred prior to obtaining the legal right to undertake exploration and evaluation activities on an area of interest, are expensed as incurred. Once the legal right to explore has been acquired, exploration and evaluation expenditures are capitalized in respect of each identifiable area of interest until the technical feasibility and commercial viability of extracting a mineral resource are demonstrable. Costs incurred include appropriate technical overheads. Exploration and evaluation assets are carried at historical cost, less any impairment losses recognized.

When technical feasibility and commercial viability of extracting a mineral resource are demonstrable for an area of interest, the Company stops capitalizing exploration and evaluation costs for that area, tests recognized exploration and evaluation assets for impairment and reclassifies any unimpaired exploration and evaluation assets either as tangible or intangible mine development assets according to the nature of the assets. Mineral properties are reviewed for impairment whenever events or changes in circumstances indicate that its carrying amount may not be recoverable. If, after management review, it is determined that the carrying amount of a mineral property is impaired, that property is written down to its estimated net realizable value. When a property is abandoned, all related costs are written off to operations.

PACIFIC BOOKER MINERALS INC.

NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS

(Unaudited - Prepared by Management)

(Expressed in Canadian Dollars)

FOR THE NINE MONTHS ENDED OCTOBER 31, 2019 and 2018

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)

(d)

Impairment

(i)

Financial assets

The Company assesses on a forward-looking basis, the expected credit losses associated with its assets, even if no actual loss events have taken place. In addition to past events and current conditions, reasonable and supportable forward-looking information that is available without undue cost or effort is considered in determining impairment. One model applies to all financial instruments subject to impairment testing.

(ii)

Non-financial assets

The carrying amounts of equipment, vehicles and furniture are reviewed at each reporting date to determine whether there is any indication of impairment.

The carrying amounts of mining properties and exploration and evaluation assets are assessed for impairment only when indicators of impairment exist, typically when one of the following circumstances applies:

Exploration rights have / will expire in the near future;

No future substantive exploration expenditures are budgeted;

No commercially viable quantities discovered and exploration and evaluation activities will be discontinued;

Exploration and evaluation assets are unlikely to be fully recovered from successful development or sale. If any such indication exists, then the asset’s recoverable amount is estimated.

Mining properties and exploration and evaluation assets are also assessed for impairment upon the transfer of exploration and evaluation assets to development assets regardless of whether facts and circumstances indicate that the carrying amount of the exploration and evaluation assets is in excess of their recoverable amount.

The recoverable amount of an asset (or cash-generating unit) is the greater of its value in use and its fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. For the purpose of impairment testing, assets that cannot be tested individually are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or groups of assets (the "cash-generating unit", or "CGU"). The level identified by the group for the purposes of testing exploration and evaluation assets for impairment corresponds to each mining property.

PACIFIC BOOKER MINERALS INC.

NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS

(Unaudited - Prepared by Management)

(Expressed in Canadian Dollars)

FOR THE NINE MONTHS ENDED OCTOBER 31, 2019 and 2018

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)

(d)

Impairment (cont’d)

(ii)

Non-financial assets (cont’d)

An impairment loss is recognized if the carrying amount of an asset or its CGU exceeds its estimated recoverable amount. Impairment losses are recognized in profit or loss. Impairment losses recognized in respect of CGUs are allocated to the assets in the unit (group of units) on a pro rata basis.

Impairment losses recognized in prior periods are assessed at each reporting date for any indications that the loss has decreased or no longer exists. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if no impairment loss had been recognized.

(e)

Restoration and close down provision

The Company is required to have a bond in place in an amount determined by the Ministry of Mines to provide for the costs of reclamation of the site disturbances. This bond shows as Reclamation deposit in the assets on the statement of financial position. The reclamation obligation is generally considered to have been incurred when mine assets are constructed or the ground environment is disturbed at the project location.

The Company also estimates the timing of the outlays, which is subject to change depending on continued operation or newly discovered reserves. Additional disturbances or changes in restoration obligations will be recognized when they occur.

The Company has determined that it has no additional restoration obligations as at October 31, 2019.

(f)

Equipment, vehicles and furniture

Equipment, vehicles and furniture are recorded at cost. Depreciation is calculated on the residual value, which is the historical cost of an asset less the prior allowances made. Depreciation methods, useful life and residual value are reviewed at each financial year-end and adjusted, if appropriate. Where an item of equipment, vehicles and furniture is comprised of major components with different useful lives, the components are accounted for as separate items. The Company currently provides for depreciation annually as follows:

Automobile	30% declining balance
Computer equipment	30% to 45% declining balance
Office furniture and equipment	20% declining balance

PACIFIC BOOKER MINERALS INC.

NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS

(Unaudited - Prepared by Management)

(Expressed in Canadian Dollars)

FOR THE NINE MONTHS ENDED OCTOBER 31, 2019 and 2018

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)

(g)

Option based payments

The Company has an equity settled stock option plan that grants options to buy common shares of the Company to Eligible Persons (as defined by the policies of the TSX Venture Exchange and/or National Instrument 45-106). The fair value of stock options are estimated at the measurement date, using the Black-Scholes option pricing model and recorded as option based payments expense in the statement of comprehensive loss and credited to contributed surplus within shareholders’ equity, over the vesting period of the stock options, based on the Company’s estimate of the number of stock options that will eventually vest.

(h)

Private Placement Unit Offerings

The Company engages in equity financing transactions to obtain the funds necessary to continue operations. These equity financing transactions involve issuance of common shares or units (“Units”). A Unit comprises a specific number of common shares and a specific number of share purchase warrants (“Warrants”) at a set price. The Warrants are exercisable into additional common shares prior to expiry at a price and on the terms and conditions stipulated by the Financing Agreement.

Warrants that are part of units are valued using residual value method which involves comparing the selling price of the Units to the Company’s share price on the announcement date of the financing. The market value is then applied to the common share purchase (“Share Capital”), and any residual amount is assigned to the warrants (“Warrant Reserve”).

Warrants that are issued as payments for agency fees or other transaction costs are accounted for as share-based payments and are recognized in equity.

Under IAS 32, these warrants are an equity instrument as they are not issued in exchange for goods or services and are exercisable for a fixed amount of cash, denominated in the functional currency. Warrants classified as equity instruments are not subsequently re-measured for changes in fair value.

If a warrant holder exercises the option to convert the warrants into common shares, the accounting for the exercise will include the transfer of the Warrant Reserve value to the Share Capital account. The accounting for unexercised warrants will transfer the Warrant Reserve value to the Contributed Surplus account at the date the warrants expire unexercised.

(i)

Loss per share

The basic and diluted loss per share shown in these statements is calculated using the weighted-average number of common shares outstanding during the period.

The weighted average number of common shares outstanding for the period ended October 31, 2019 does not include the nil (2018 – 1,575,565) warrants outstanding and the 2,975,000 (2018 – 2,625,000) stock options outstanding as the inclusion of these amounts would reduce the loss per share amount and are therefore considered anti-dilutive.

PACIFIC BOOKER MINERALS INC.

NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS

(Unaudited - Prepared by Management)

(Expressed in Canadian Dollars)

FOR THE NINE MONTHS ENDED OCTOBER 31, 2019 and 2018

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)

(j)

Income taxes

Income tax expense comprises current and deferred tax. Income tax is recognized in the statements of comprehensive loss except to the extent it relates to items recognized in other comprehensive income or directly in equity.

(i)

Current tax

Current tax expense is based on the results for the period as adjusted for items that are not taxable or not deductible. Current tax is calculated using tax rates and laws that were enacted or substantively enacted at the end of the reporting period. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. Provisions are established where appropriate on the basis of amounts expected to be paid to the tax authorities.

(ii)

Deferred tax

Deferred taxes are the taxes expected to be payable or recoverable on the difference between the carrying amounts of assets in the statement of financial position and their corresponding tax bases used in the computation of taxable profit, and are accounted for using the statement of financial position liability method. Deferred tax liabilities are generally recognized for all taxable temporary differences between the carrying amounts of assets and their corresponding tax bases. Deferred tax assets are recognized to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilized. Such assets and liabilities are not recognized if the temporary difference arises from the initial recognition of goodwill or from the initial recognition (other than in a business combination) of other assets in a transaction that affects neither the taxable profit nor the accounting profit.

Deferred tax liabilities:

are generally recognized for all taxable temporary differences;

are recognized for taxable temporary differences arising on investments in subsidiaries except where the reversal of the temporary difference can be controlled and it is probable that the difference will not reverse in the foreseeable future; and

are not recognized on temporary differences that arise from goodwill which is not deductible for tax purposes.

Deferred tax assets:

are recognized to the extent it is probable that taxable profits will be available against which the deductible temporary differences can be utilized; and

are reviewed at the end of the reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of an asset to be recovered.

PACIFIC BOOKER MINERALS INC.

NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS

(Unaudited - Prepared by Management)

(Expressed in Canadian Dollars)

FOR THE NINE MONTHS ENDED OCTOBER 31, 2019 and 2018

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)

(k)

Financial instruments

The Company adopted IFRS 9 Financial Instruments effective February 1, 2018. Under IFRS 9, the Company recognizes all financial assets initially at fair value and classifies them into one of the following measurement categories: fair value through profit or loss (“FVTPL”), fair value through other comprehensive (“FVTOCI”) or amortized cost, as appropriate. On adoption of IFRS 9, there was no accounting impact to the financial statements and there were no changes in the carrying values of any of the Company’s financial assets.

Financial liabilities are initially recognized at fair value and classified as either FVTPL or amortized cost, as appropriate.

Financial assets are derecognized when the rights to receive cash flows from the investments have expired or have been transferred and the Company has transferred substantially all risks and rewards of ownership.

At each reporting date, the Company assesses whether there is objective evidence that a financial asset has been impaired.

The Company had made the following classification of its financial instruments:

Financial Asset or Liability	Category (IAS 39) old	Category (IFRS 9) new
Cash and cash equivalents	FVTPL	FVTPL
Receivables	Loans and receivables	Loans and receivables
Reclamation deposits	Loans and receivables	Loans and receivables
Accounts payable and accrued liabilities	Other liabilities	Other liabilities
Amounts owing to related parties	Other liabilities	Other liabilities

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

Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities;

Level 2 – Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly;

Level 3 – Inputs that are not based on observable market data.

(l)

Equity instruments

Equity instruments issued by the Company are recorded at the proceeds received net of direct issuance costs. The Company has its common shares as equity instruments.

PACIFIC BOOKER MINERALS INC.

NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS

(Unaudited - Prepared by Management)

(Expressed in Canadian Dollars)

FOR THE NINE MONTHS ENDED OCTOBER 31, 2019 and 2018

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)

(m)

Leases

Leases in terms of which the Company assumes substantially all the risks and rewards of ownership are classified as finance leases. Upon initial recognition, the leased asset is measured at an amount equal to the lower of its fair value and the present value of the minimum lease payments. Subsequent to initial recognition, the asset is accounted for in accordance with the accounting policy applicable to that asset. Leases in terms of which the Company does not assume substantially all the risks and rewards of ownership are classified as operating leases, which are recognised as an expense on a straight-line basis over the lease term. The Company currently does not have any finance leases.

(n)

Provisions

A provision is recognized if, as a result of a past event, the Company has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects the current market assessments of the time value of money and the risks specific to the liability. The unwinding of the discount is recognized as a finance cost. The Company has not recognized any legal or constructive obligations based on past events during the current period.

(o)

Finance costs

Finance costs comprise interest expense on borrowings and the reversal of the discount on provisions. Borrowing costs that are not directly attributable to the acquisition, construction or production of a qualifying asset are recognized in the income statement using the effective interest method. The Company currently does not have any finance costs.

RECENTLY ADOPTED ACCOUNTING STANDARDS, AND ACCOUNTING STANDARDS ISSUED BUT NOT YET EFFECTIVE

Certain pronouncements that were issued by the International Accounting Standards Board (“IASB”) or the International Financial Reporting Interpretations Committee (“IFRIC”) and that are mandatory for current or future accounting periods have been discussed below. Pronouncements that are not applicable or do not have a significant impact or for any items that are in effect and the adoption of the standard had no impact to the Company, may have been excluded from the discussion below.

PACIFIC BOOKER MINERALS INC.

NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS

(Unaudited - Prepared by Management)

(Expressed in Canadian Dollars)

FOR THE NINE MONTHS ENDED OCTOBER 31, 2019 and 2018

RECENTLY ADOPTED ACCOUNTING STANDARDS, AND ACCOUNTING STANDARDS ISSUED BUT NOT YET EFFECTIVE (cont’d)

(a)

IFRS 2 - Share Based Payments

In June 2016, the IASB issued amendments to IFRS 2, clarifying how to account for certain types of share-based payment transactions, including the accounting for the effects of vesting and non-vesting conditions on the measurement of cash-settled share-based payments, accounting for share-based payment transactions with a net settlement feature for withholding tax obligations, and accounting for modifications to the terms and conditions of a share-based payment that changes the classification of the share-based payment transaction from cash-settled to equity-settled. The IFRS 2 amendments are effective for annual periods beginning on or after January 1, 2018. The implementation of amendments to IFRS 2 had no accounting impact to the Company’s January 31, 2019 financial statements.

(b)

IFRS 15 – Revenue from Contracts with Customers

In May 2014, the International Accounting Standards Board (“IASB”) issued IFRS 15 Revenue from Contracts with Customers, which specifies how and when an entity will recognize revenue as well as requiring entities to provide users of financial statements with more informative, relevant disclosures. IFRS 15 was effective for annual periods beginning on or after January 1, 2018. Given the Company does not have revenue, the adoption of IFRS 15 did not have an impact on the Company’s financial statements.

(c)

IFRS 16 – Leases

In January 2016, the IASB issued IFRS 16, replacing IAS 17, “Leases”. IFRS 16 provides a single lessee accounting model and requires the lessee to recognize assets and liabilities for all leases on its balance sheet providing the reader with greater transparency of an entity’s lease obligations. IFRS 16 is effective for annual periods beginning on or after January 1, 2019 with early adoption provided. The implementation of IFRS 16 is not expected to have an impact to the Company’s January 31, 2020 financial statements.

MINERAL PROPERTY INTERESTS

Title to mineral property interests involves certain inherent risks due to the difficulties of determining the validity of certain claims as well as the potential for problems arising from the frequently ambiguous conveyancing history characteristic of many mineral claims. The Company has investigated title to all of its mineral property interests and, to the best of its knowledge, title to all of its interests are in good standing. The mineral property interests in which the Company has committed to earn an interest are located in Canada.

PACIFIC BOOKER MINERALS INC.

NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS

(Unaudited - Prepared by Management)

(Expressed in Canadian Dollars)

FOR THE NINE MONTHS ENDED OCTOBER 31, 2019 and 2018

MINERAL PROPERTY INTERESTS (cont’d)

Morrison claims, Canada	October 31,<br><br><br>2019	January 31,<br><br><br>2019
Balance, beginning and end of period	$ 4,832,500	$ 4,832,500

Copper claims

The Company holds a 100% interest in certain mineral claims located in the Granisle area of B.C., subject to a 3% NSR royalty. These claims are located near the Morrison claims. The Company has met its requirements to maintain its recorded interest in the mineral claims with the Province of B.C. until 2021 and there are no other payments required until that year. During the year ended January 31, 2005 the previously capitalized amounts were written-off to operations.

CUB claims

Hearne Hill claims

The Company held a 100% interest in the Hearne Hill claims located in the Omineca District of the Province of British Columbia (“B.C.”). During the year ended January 31, 2006, the previously capitalized amounts were written-off to operations. The Hearne Hill claims were subject to a legal claim, which was settled in during the year ended January 31, 2009. Pursuant to the settlement, the Company retains the right, title and interest in and to all claims that were the subject of the action, with the exception of Mineral Tenure No. 242812 (the “Hearne 1 Claim”) and Mineral Tenure No. 242813 (the “Hearne 2 Claim”), which were transferred to the plaintiff optionors. No cash payment was made to the plaintiffs and all claims in the action have been dismissed.

Morrison claims

On April 19, 2004, the Company and Noranda Mining and Exploration Inc, “Noranda" (which was subsequently acquired by Falconbridge Limited, "Falconbridge", which was subsequently acquired by Xstrata LLP, "Xstrata”, which was subsequently acquired by Glencore PLC, "Glencore”) signed an agreement whereby Noranda agreed to sell its remaining 50% interest to the Company such that the Company would have a 100% interest in the Morrison claims.

PACIFIC BOOKER MINERALS INC.

NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS

(Unaudited - Prepared by Management)

(Expressed in Canadian Dollars)

FOR THE NINE MONTHS ENDED OCTOBER 31, 2019 and 2018

MINERAL PROPERTY INTERESTS (cont’d)

Morrison claims (cont’d)

In order to obtain the remaining 50% interest, the Company agreed to:

on or before June 19, 2004, pay $1,000,000 (paid to Noranda), issue 250,000 common shares (issued to Noranda) and issue 250,000 share purchase warrants exercisable at $4.05 per share until June 5, 2006 (issued to Noranda);

ii)

pay $1,000,000 on or before October 19, 2005 (paid to Falconbridge);

iii)

pay $1,500,000 on or before April 19, 2007 (paid to Falconbridge); and

iv)

issue 250,000 common shares on or before commencement of commercial production. In the event the trading price of the Company’s common shares is below $4.00 per share, the Company is obligated to pay, in cash, the difference between $1,000,000 and the average trading price which is less than $4.00 per share multiplied by 250,000 common shares.

The Company agreed to execute a re-transfer of its 100% interest to Falconbridge if the Company fails to comply with the terms of the agreement. This re-transfer is held by a mutually acceptable third party until the final issue of shares has been made.

The Company has also acquired a 100% interest in certain mineral claims adjacent to the Morrison claims, subject to 1.5% NSR royalty. On January 7, 2005, the Company signed an agreement to acquire an option for a 100% interest in additional claims in the Omineca District of B.C. As consideration, the Company issued 45,000 common shares at a value of $180,000.

The Company started exploration of the Morrison property in October 1997. A positive Feasibility Study, as defined by National Instrument 43-101, was released by the Company for the Morrison Copper/Gold Project in February 2009. The study described the scope, design and financial viability of a conventional open pit mine with a 30,000 tonnes per day mill with a 21 year mine life. The mineral reserve estimates have been prepared and classified in accordance with CIM Classification established under National Instrument 43-101 of the Canadian Securities Administrators. The reserve estimate takes into consideration all geologic, mining, milling and economic factors and is stated according to the Canadian Standards. Under US standards, no reserve declaration is possible until financing and permits are acquired.

The Company has progressed to the certificate/permit stage of the exploration and evaluation of the Morrison property.

On July 19, 2019, the Chief Gold Commissioner for BC issued a mining lease in the area known as the Morrison mine project and is comprised of mineral claims 625123, 625143 and 625183, encompassing approximately 1,090 hectares, for an initial term of one year and not the maximum 30-year term requested by PBM in its August 28, 2009 application. These three mineral claims are located along the east shore of Morrison Lake. A recorded holder of a mining lease may register an application to renew the term of the mining lease for a period of up to thirty years. The renewal of the term of a mining lease is subject to the approval of the Chief Gold Commissioner that the mining lease is required for a mining activity.

PACIFIC BOOKER MINERALS INC.

NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS

(Unaudited - Prepared by Management)

(Expressed in Canadian Dollars)

FOR THE NINE MONTHS ENDED OCTOBER 31, 2019 and 2018

EXPLORATION AND EVALUATION ASSETS

Morrison claims, Canada	Three Month Period<br><br><br>Ended October 31,		Nine Month Period<br><br><br>Ended October 31,
	2019	2018	2019	2018
Balance, beginning of period	$ 24,870,119	$ 24,870,119	$ 24,870,119	$ 24,864,119
Exploration and evaluation costs
Additions
Staking and recording	-	-	-	-
Environmental
Geotechnical services	2,106	-	2,106	-
Scoping/Feasibility study
Sub-contracts and labour	-	-	-	6,000
Total Exploration and evaluation costs for the period	$ 2,106	$ -	$ 2,106	$ 6,000
Balance, end of period	$ 24,872,225	$ 24,870,119	$ 24,872,225	$ 24,870,119

EQUIPMENT, VEHICLES AND FURNITURE

	Balance<br><br><br>February 1,<br><br><br>2019	Additions<br><br><br>for period	Disposals<br><br><br>for period	Balance<br><br><br>October 31,<br><br><br>2019
Automobile
Value at Cost	$ 67,320	$ 62,633	$ (67,320)	$ 62,633
Accumulated Depreciation	(65,011)	(7,046)	65,011	(7,046)
Net book value	$ 2,309	$ 55,587	$ (2,309)	$ 55,587
Office furniture and equipment
Value at Cost	$ 23,397	$ -	$ -	$ 23,397
Accumulated Depreciation	(22,487)	(137)	-	(22,624)
Net book value	$ 910	$ (137)	$ -	$ 773
Computer equipment
Value at Cost	$ 97,620	$ -	$ -	$ 97,620
Accumulated Depreciation	(95,366)	(756)	-	(96,122)
Net book value	$ 2,254	$ (756)	$ -	$ 1,498
Totals	$ 5,473	$ 54,694	$ (2,309)	$ 57,858

PACIFIC BOOKER MINERALS INC.

NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS

(Unaudited - Prepared by Management)

(Expressed in Canadian Dollars)

FOR THE NINE MONTHS ENDED OCTOBER 31, 2019 and 2018

EQUIPMENT, VEHICLES AND FURNITURE (cont’d)

	Balance<br><br><br>February 1,<br><br><br>2018	Additions<br><br><br>for period	Disposals<br><br><br>for period	Balance<br><br><br>January 31,<br><br><br>2019
Automobile
Value at Cost	$ 67,320	$ -	$ -	$ 67,320
Accumulated Depreciation	(64,022)	(989)	-	(65,011)
Net book value	$ 3,298	$ (989)	$ -	$ 2,309
Office furniture and equipment
Value at Cost	$ 23,397	$ -	$ -	$ 23,397
Accumulated Depreciation	(22,260)	(227)	-	(22,487)
Net book value	$ 1,137	$ (227)	$ -	$ 910
Computer equipment
Value at Cost	$ 97,620	$ -	$ -	$ 97,620
Accumulated Depreciation	(93,537)	(1,829)	-	(95,366)
Net book value	$ 4,083	$ (1,829)	$ -	$ 2,254
Totals	$ 8,518	$ (3,045)	$	$ 5,473

SHARE CAPITAL, OPTION BASED PAYMENTS & CONTRIBUTED SURPLUS

Authorized Share Capital: 100,000,000 common shares without par value

During the nine month period ended October 31, 2019, the Company did not announce or complete any private placements.

During the nine month period ended October 31, 2018, the Company did not announce or complete any private placements.

Option based payments

During the fiscal year ended January 31, 2004, the Company adopted an equity settled stock option plan whereby the Company can reserve approximately 20% of its outstanding shares for issuance to Eligible Persons (as defined by the policies of the TSX Venture Exchange and/or National Instrument 45-106). Under the plan, the exercise price of each option equals the market price of the Company’s stock as calculated on the date of grant. These options can be granted for a maximum term of 10 years.

PACIFIC BOOKER MINERALS INC.

NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS

(Unaudited - Prepared by Management)

(Expressed in Canadian Dollars)

FOR THE NINE MONTHS ENDED OCTOBER 31, 2019 and 2018

SHARE CAPITAL, OPTION BASED PAYMENTS & CONTRIBUTED SURPLUS (cont’d)

Option based payments (cont’d)

During the nine month period ended October 31, 2019, 320,000 stock options were exercised (2018 - nil) at an averaged exercise price of $1.00 (2018 - $nil) for total proceeds of $320,000 (2018 - $nil).

During the nine month period ended October 31, 2019, 700,000 stock options were granted (2018 - 100,000) at an exercise price of $3.00 (2018 - $1.00).

During the nine month period ended October 31, 2019, 30,000 options were cancelled (2018 - nil) at an averaged exercise price of $1.00 (2018 - $nil).

Stock option transactions are summarized as follows:

	For the Nine Month Period Ended October 31,
	2019
	**<br><br><br>Number<br><br><br>of<br><br><br>Options**	Weighted<br>Average<br>Exercise<br>Price	Weighted<br>Average<br>Exercise<br>Price
Outstanding, beginning of period	2,625,000	1.00	1.00
Granted	700,000	3.00	1.00
Cancelled	(30,000)	1.00	-
Exercised	(320,000)	1.00	-
Outstanding, end of period	2,975,000	1.47	1.00
Options exercisable, end of period	2,975,000	1.47	1.00
Weighted average remaining life of<br><br><br>outstanding options granted in years		1.60	2.77
Weighted average fair value per option granted

All values are in US Dollars.

The following stock options were outstanding at October 31, 2019:

Number of Options Outstanding	Number<br><br><br>Currently<br><br><br>Exercisable	Exercise<br><br><br>Price	Expiry Date
2,075,000	2,075,000	$1.00	July 18, 2021
100,000	100,000	$1.00	February 20, 2021
100,000	100,000	$1.00	June 26, 2023
700,000	700,000	$3.00	October 30, 2020

Option based payment expense

Total option based payments recognized during the nine month period ended October 31, 2019 was $545,662 (2018 – $75,426) which has been recorded in the statements of operations as option based payments with corresponding contributed surplus recorded in shareholders' equity.

PACIFIC BOOKER MINERALS INC.

NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS

(Unaudited - Prepared by Management)

(Expressed in Canadian Dollars)

FOR THE NINE MONTHS ENDED OCTOBER 31, 2019 and 2018

SHARE CAPITAL, OPTION BASED PAYMENTS & CONTRIBUTED SURPLUS (cont’d)

Option based payment expense (cont’d)

The fair value of stock options granted during the nine month period ended October 31, 2019 was $545,662 (2018 - $75,426) which has been recognized as option based payments.

The following weighted average assumptions were used for the Black-Scholes valuation of stock options granted during the 2019 period:

	October 30,<br><br><br>2019
Risk-free interest rate	1.56%
Expected life of options	1 year
Annualized volatility	118.49%
Dividends	0.00%

Warrants

Warrant transactions are summarized as follows:

	For the Nine Month Period Ended October 31,
	2019		2018
	**<br><br><br>Number<br><br><br>of<br><br><br>Warrants**	<br><br><br><br><br><br>Exercise<br><br><br>Price	**<br><br><br>Number<br><br><br>of<br><br><br>Warrants**	<br><br><br><br><br><br>Exercise<br><br><br>Price
Outstanding, beginning of period	1,575,565	$ 1.00	2,004,965	$ 1.07
Expired	-	$ -	(355,900)	$ 1.41
Exercised	(1,575,565)	$ 1.00	(73,500)	$ 1.00
Outstanding, end of period	-	$ -	1,575,565	$ 1.00

No share purchase warrants were outstanding and exercisable at October 31 2019.

LOSS PER SHARE

The weighted average number of common shares outstanding for the period ended October 31, 2019 does not include the nil (2018 - 1,575,565) warrants outstanding and the 2,975,000 (2018 - 2,625,000) stock options outstanding as the inclusion of these amounts would be anti-dilutive. Basic and diluted loss per share is calculated using the weighted-average number of common shares outstanding during the period.

	For the Nine Month Period Ended<br><br><br>October 31,
	2019	2018
Basic and diluted loss per common share	$ (0.06)	$ (0.01)
Weighted average number of common shares<br><br><br>outstanding (basic and diluted)	16,231,438	14,808,728

PACIFIC BOOKER MINERALS INC.

NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS

(Unaudited - Prepared by Management)

(Expressed in Canadian Dollars)

FOR THE NINE MONTHS ENDED OCTOBER 31, 2019 and 2018

10.

TRANSACTIONS WITH AND AMOUNTS OWING TO RELATED PARTIES

The Company entered into the following transactions with related parties:

	For the Nine Month Period Ended October 31,
	2019			2018
	Amounts<br><br><br>paid or<br><br><br>payable	Option<br><br><br>based<br><br><br>payment	Owed<br><br><br>at period<br><br><br>end	Amounts<br><br><br>paid or<br><br><br>payable	Option<br><br><br>based<br><br><br>payment	Owed<br><br><br>at period<br><br><br>end
Paid to a director for:
investor relations	$ 198,000	$ 545,662	$ 13,126	$ -	$ -	$ 1,131
consulting (a)	-	-	-	-	-	-
consulting (b)	675	-	-	900	-	-
Paid to a company officer (c)	32,425	-	2,599	19,695	75,426	1,693
	$ 231,100	$ 545,662	$ 15,725	$ 20,595	$ 75,426	$ 2,824

fees for project management services which have been capitalized to subcontracts on the Morrison claims and option based payments which have been allocated to operating expenses as consulting fees.

fees for services which have been allocated to operating expenses as consulting fees.

for accounting and management services.

These transactions were in the normal course of operations and have been measured at their exchange amount, which is the amount of consideration established and agreed to by the related parties. The amounts owing are non-interest bearing, unsecured and have no fixed terms of repayment.

Compensation of key management personnel

Key management personnel include directors and executive officers of the Company. The option based payment amounts (non-cash item) and compensation paid or payable to key management personnel is as follows:

	For the Nine Month Period Ended October 31,
	2019	2018
Remuneration or fees	$ 243,600	$ 29,595
Option based payments (non-cash item)	545,662	75,426
Total compensation for key management personnel	$ 789,262	$ 105,021

11.

SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS

	For the Nine Month Period<br><br><br>Ended October 31,
	2019	2018
Non-cash transactions were as follows:
deferred exploration expense recorded as accounts payable	$ 1,404	$ -
deferred exploration expense recorded as owing to related parties	$ -	$ -

PACIFIC BOOKER MINERALS INC.

NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS

(Unaudited - Prepared by Management)

(Expressed in Canadian Dollars)

FOR THE NINE MONTHS ENDED OCTOBER 31, 2019 and 2018

12.

SEGMENTED INFORMATION

The Company has determined that it had only one operating segment, i.e. mining exploration. The Company’s mining operations are centralized whereby the Company’s head office is responsible for the exploration results and to provide support in addressing local and regional issues. As at October 31, 2019 and 2018, the Company’s assets are all located in Canada (Notes 5 and 7).

13.

FINANCIAL INSTRUMENTS & FINANCIAL RISK MANAGEMENT

The Company's financial instruments include cash and cash equivalents, accounts receivable, accounts payable, amounts due to related parties, accrued liabilities and reclamation deposits. The carrying values of these financial instruments approximate their fair values due to their relatively short periods to maturity.

The Company’s financial instruments carried at fair value are as follows:

	Fair Value At October 31, 2019
	Level 1	Level 2	Level 3
Financial assets
Cash and cash equivalents	$ 2,015,757	$ -	$ -
	Fair Value At January 31, 2019
---	---	---	---
	Level 1	Level 2	Level 3
Financial assets
Cash and cash equivalents	$ 564,507	$ -	$ -

The Company's risk management policies are established to identify and analyze the risks faced by the Company, to set appropriate risk limits and controls, and to monitor risks and adherence to market conditions and the Company's activities. The Board of Directors has overall responsibility for the establishment and oversight of the Company's risk management framework. The Board has implemented and monitors compliance with risk management policies.

The Company has some exposure to credit risk, liquidity risk and market risk as a result of its use of financial instruments. This note presents information about the Company's exposure to each of the above risks and the Company's objectives, policies and processes for measuring and managing these risks. Further quantitative disclosures are included throughout these financial statements.

PACIFIC BOOKER MINERALS INC.

NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS

(Unaudited - Prepared by Management)

(Expressed in Canadian Dollars)

FOR THE NINE MONTHS ENDED OCTOBER 31, 2019 and 2018

13.

FINANCIAL INSTRUMENTS & FINANCIAL RISK MANAGEMENT (cont’d)

(a)

Credit risk

Credit risk is the risk of financial loss to the Company if the counterparty to a financial instrument fails to meet its contractual obligations. The Company's receivables primarily relate to Goods & Services Tax input tax credits. Accordingly, the Company views credit risk on receivables as minimal.

(b)

Liquidity risk

Liquidity risk is the risk that the Company will incur difficulties meeting its financial obligations as they are due. The Company's approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions without incurring unacceptable losses or risking harm to the Company's reputation.

The Company anticipates it will have adequate liquidity to fund its financial liabilities through cash on hand and future equity contributions.

As at October 31, 2019, the Company's financial liabilities were comprised of accounts payable, accrued liabilities and amounts due to related parties which have a maturity of less than one year.

(c)

Market risk

Market risk consists of currency risk, commodity price risk and interest rate risk. The objective of market risk management is to manage and control market risk exposures within acceptable limits, while maximizing returns.

Currency risk

Foreign currency exchange rate risk is the risk that the fair value or future cash flows will fluctuate as a result of changes in foreign exchange rates. Although the Company is considered to be in the exploration stage and has not yet developed commercial mineral interests, the underlying market prices in Canada for minerals are impacted by changes in the exchange rate between the Canadian and United States dollar. As most of the Company's transactions are currently denominated in Canadian dollars, the Company is not exposed to foreign currency exchange risk at this time.

Commodity price risk

Commodity price risk is the risk that the fair value or future cash flows will fluctuate as a result of changes in commodity prices. Commodity prices for minerals are impacted by world economic events that dictate the levels of supply and demand as well as the relationship between the Canadian and United States dollar, as outlined above. As the Company has not yet developed commercial mineral interests, it is not exposed to commodity price risk at this time.

PACIFIC BOOKER MINERALS INC.

NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS

(Unaudited - Prepared by Management)

(Expressed in Canadian Dollars)

FOR THE NINE MONTHS ENDED OCTOBER 31, 2019 and 2018

15.

FINANCIAL INSTRUMENTS & FINANCIAL RISK MANAGEMENT (cont’d)

(c)

Market risk (cont’d)

Interest rate risk

Interest rate risk is the risk that future cash flows will fluctuate as a result of changes in market interest rates. As the Company has no debt or interest-earning investments, it is not exposed to interest rate risk at this time.

16.

CAPITAL MANAGEMENT

The Company manages its capital structure and makes adjustments to it, based on the funds available to the Company, in order to support the exploration of its mineral properties. The Board of Directors have not established a quantitative return on capital criteria for management, but rather relies on the expertise of the Company’s management to sustain future development of the business. The Company defines capital that it manages as share capital.

Management reviews its capital management approach on an on-going basis and believes that this approach, given the relative size of the Company, is reasonable.

The Company is in the business of mineral exploration and has no source of operating revenue. Operations are financed through the issuance of capital stock. Capital raised is held in cash in an interest bearing bank account until such time as it is required to pay operating expenses or resource property costs. The Company is not subject to any externally imposed capital restrictions. Its objectives in managing its capital are to safeguard its cash and its ability to continue as a going concern, and to utilize as much of its available capital as possible for exploration activities. The Company’s objectives have not changed during the period ended October 31, 2019.

17.

EVENTS AFTER REPORTING DATE

Subsequent to the end of the period, the Company has not issued any common shares on the exercise of options or warrants and has not announced or completed any private placements.

Pacific Booker MD&A

PACIFIC BOOKER MINERALS INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS (FORM 51-102F1)

For the nine months ended October 31, 2019

Dated: December 16, 2019

The selected financial information set out below and certain comments which follow are based on and derived from the unaudited interim financial statements of Pacific Booker Minerals Inc. (the "Company" or "Pacific Booker" or “PBM”) for the nine months ended October 31, 2019 and from the audited financial statements for the year ended January 31, 2019 and should be read in conjunction with them. Additional information relating to the Company is available on SEDAR at www.sedar.com.

Overview

Pacific Booker Minerals Inc. is a Canadian natural resource exploration company which is in the advanced stage of development of the Morrison deposit, a porphyry copper/gold/molybdenum ore body, located 35 km north of Granisle, BC and situated within the Babine Lake Porphyry Copper Belt. The Company is proposing an open-pit mining and milling operation for the production of copper/gold/silver concentrate and molybdenum concentrate. The Company is a reporting issuer in Alberta and British Columbia and trades on the TSX Venture Exchange under the symbol “BKM” and on the NYSE MKT Equities Exchange under the symbol “PBM” until the voluntary delisting on April 29, 2016. The Company’s shares also trade on the OTC under the symbol “PBMLF”.

Overall Performance

The Company is required to conduct an Environmental Assessment to determine the potential for adverse environmental, economic, social, heritage and health effects that may occur during the life cycle of the Morrison Copper/Gold Project. An Environmental Assessment (“EA”) is usually conducted at a conceptual design level prior to detailed engineering. The Company’s Environmental Assessment Application was based on a Feasibility level design, a comprehensive technical and economic study.

Years of science based study performed by qualified professionals in a number of scientific disciplines determined that our project could be constructed, operated and decommissioned without significant adverse effects on the local environment. We were advised that the Assessment Reports from the BCEAO and CEAA contained statements of no significant adverse effects, which is the goal of any potential mining project.

PBM believes that any further assessment should be completed in support of the Mines Act/Environmental Management Act permits and would be completed after receiving the Environmental Assessment Certificate and prior to obtaining the various Licenses and Permits required for the construction, operation, decommissioning and reclamation of a mine.

PBM believes that it has accommodated all of the concerns of the Ministry of Energy & Mines, Ministry of the Environment and First Nations and proposes a project that uses unprecedented measures to be protective of the environment. PBM has committed to constructing and operating the Morrison mine in compliance with industry best practices, using proven technology and in full compliance with all permit requirements.

For the three month period ended October 31st

PBM submitted the next draft of the SAIR document to the BCEAO on August 29th. The receipt of the document was acknowledged by email. We expected that the document and covering letter would be posted on the EPIC site. The document was posted at our request but the covering letter has not been posted and no response from Kevin Jardine has been received.

On Friday, August 30th, Katherine St. James, A/Project Assessment Director from EAO left a voice message on our office phone at 3:38pm. PBM returned the call to Katherine the next week and spoke to her around 3:30pm on Wednesday afternoon. She said that they wanted to open a dialog for the path forward and suggested a meeting to “get on the same page”. We made a plan for an initial conference call with Harvey McLeod of KCB, PBM and the EAO. Emails were exchanged to arrange the meeting which was scheduled for Thursday the 12th between 1:30 and 2:30pm. The conference call started with 3 individuals from the EAO, Harvey McLeod from KCB and a PBM representative. Katherine took the lead for the EAO and stated that the meeting’s main focus would be the SAIR requirements. Harvey requested a high level overview of the needs from Katherine. She replied that we need to complete the SAIR with mostly additional information on the topics listed. Harvey said that was very challenging for us as our opinion was that these items had been addressed and that we don’t know what else we could do. He felt that if someone said that there were deficiencies, then we need to know what the deficiencies were. Katherine replied that the Ministers had decided that more information was required. Harvey commented that we can’t address a deficiency if we don’t know what it is. Harvey said he would like to engage with the technical people to clarify the needed information. EAO said the best way to start is for PBM to suggest possible additional information that could be provided to start the discussion with the technical staff. Shelley Murphy (EAO) stated that the SAIR as needed now is a plan only and a proposal for discussion with the technical requirements and asked if PBM was willing to go forward with the report on this basis. PBM’s response was “that we would if Harvey felt we could do so” and we indicated that it would be at least a month before we could submit anything. On October 17th, we advised the EAO that KCB had started preparing a response. Because there are a few areas to be addressed and items to be considered, and we did not want to submit a document that had been rushed, we would not be able to provide a response as Harvey would be out of town on a work assignment for the next couple of weeks and would not be able to provide PBM with his response until approx. the middle of November. After that, PBM should be able to provide a “draft for discussion”.

With the coming into force of the Impact Assessment Act on August 28, 2019, the federal environmental assessment of the Morrison Copper-Gold Project under the Canadian Environmental Assessment Act (CEAA 1992) has now been terminated. Due to the refusal of the BC Environmental Assessment Certificate in October 2012, the Federal timeline was paused by a request for information regarding how the Company intended to address the concerns identified in that decision. To advance the Project now, PBM is required to submit an initial Project Description to the Agency. Any relevant information gathered for the environmental assessment under CEAA rules may be used to inform any process steps under the IAA. PBM intends to submit a description of the Project in accordance with the requirements of the IAA, as soon as possible and intends on referencing the relevant information gathered for the EA to inform any process steps under the IAA.

During the three month period ended October 31, 2019, the Company did not announce or complete any private placements. On September 9th, the Company issued 275,000 common shares on exercise of options and on October 7th, issued another 20,000 common shares on the exercise of options for a total of 295,000 common shares. The Company has not issued any shares on exercise of warrants. On October 30th, the Company granted 700,000 options at a price of $3.00 for a one year period.

Information about PBM can now be found on the new TSX Matrix site at the following link: https://tmxmatrix.com/company/BKM.

Prior to July 31, 2019

The Company commenced baseline data collection to support the information requirements for the Application in 2002.

In October 2002, PBM outlined project plans and development schedule to BC Energy, Mines and Petroleum Resources (“BCEMPR”), BC Environmental Assessment Office (“BCEAO”), BC Ministry of Environment (“MOE”), BC Ministry of Forests (“MOF”), Canadian Environmental Assessment Agency (“CEAA”), Lake Babine Nation (“LBN”) and the Village of Granisle.

On September 30, 2003, PBM entered the Pre-Application stage of EA. PBM submitted the draft Terms of Reference on October 14, 2005. The Company attended various meetings and working group sessions and PBM was issued the Section 11 Order identifying the scope, procedures and methods for the Environmental Assessment on January 18, 2008. On November 17, 2008, the revised draft Application Terms of Reference was sent out for Public comment. On May 21, 2009, the approved Terms of Reference was issued. On September 28th, PBM submitted the EAC application and was notified on October 27th that the Application failed Screening.

Starting in January 2010, PBM conducted additional drilling to further characterize pit walls, and collected additional water quality samples and measured water flow and in situ properties of streams 5, 7, 8, 10 and Morrison Lake and collected visual estimates of flow in stream 6 and other minor streams. On May 27th, the Application (Addendum) was re-submitted to BCEAO and accepted for review on June 28th. On July 22nd, the 70 day public and working group comment period started and lasted until October 24th.

In September and October 2010, field work continued: sampling ARD cubes and barrels, checking meteorological station & downloading data; Water Quality sampling (Morrison Lake, Booker Lake and other streams); Nakinilerak Lake sampling; investigation regarding Harmful Alteration, Disruption or Destruction of fish habitat and a Fish Habitat Compensation Plan.

Field work for baseline Water Quality sampling of Nakinilerak and Morrison lakes and project streams continued in 2011. PBM receives report from LBN on Salmon Spawning. Scoping of moose & mule deer survey completed.

On March 16, 2011, the Gitxsan Chiefs Office and the Gitanyow Hereditary Chiefs’ Office were included in “First Nations”.

In July 2011, PBM submitted the updated information (Review Response Report #2) and the review resumed again and on September 6th, EAO issued the draft Assessment Report for comments.

In September 2011, a field program was conducted to obtain additional baseline fisheries, benthics, zooplankton and phytoplankton, water quality, hydrology, groundwater, and meteorology data from Morrison Lake, Nakinilerak Lake, streams and rivers. EAO requested a 3^rd^ Party Review on Hydrogeology and Water Quality. The 3^rd^ Party Review concluded the scope of hydrogeological site characterization work completed to date may exceed baseline data collected for EAC applications of other mining projects in B.C.

Additional meetings and revisions to the application continued including discussion on lining the Tailings Storage Facility with a geo-membrane and the placement of the diffuser in Morrison Lake. PBM committed, if required, to lining the Tailings Storage Facility with an engineered soil barrier and/or geo-membrane to limit seepage into the receiving streams and Morrison lakebed to meet water quality objectives that are protective of salmon spawning habitat and stream aquatic habitat.

On August 21, 2012, BCEAO completed the Environmental Application Review Stage and their referral documents were submitted to the Ministers for decision. PBM received the final Certified Project Description and the Table of Conditions that had been submitted to the ministers, and on August 29th, PBM received the (unsigned) Environmental Assessment Certificate #M12-01.

Following the refusal by the Ministry of Environment to issue an EAC for the project on October 1, 2012, the Company challenged that decision in the BC Supreme Court. The December 9, 2013 decision of the Court stated that the rejection failed to comport with the requirements of procedural fairness and that Pacific Booker should not have been prevented from learning at least the substance of the recommendations and the decision stipulated that Pacific Booker and the interveners would be entitled to be provided with the Executive Director’s recommendations to the Ministers, and would be entitled to provide a written response to the recommendations.

On January 24, 2014, the Company received a letter from the EAO outlining their key concerns. In March, KCB’s letter that accompanied the technical response stated “the document continues to support our opinion that the Project will not have a risk of significant adverse environmental effects and addresses the main items of concern identified by the EAO Decision Response Document”. KCB’s report states their belief that the design is protective of the environment and presented clarification of the rationale and the potential for environmental effects. Further supporting that assessment, three Technical Expert Opinions were included for lake modeling of water quality predictions, aquatic effects and geomembrane liners. BCEAO allowed to April 25th for the members of the Working Group to submit their responses to that report. On April 29th, PBM was advised that the second phase of the reconsideration process was complete and was given until May 23rd to reply. PBM submitted a report, prepared by KCB, in response to the new items raised by the Working Group. On July 4th, the EAC application was referred to the Minister of Environment and the Minister of Energy and Mines for reconsideration, stating a 45 day timeline (subject to any extensions) for a decision by the Ministers. On August 18th, the Minister of Environment suspended the environmental assessment pending the outcome of the Independent Expert Engineering Investigation and Review Panel of the tailings dam breach at the Mt. Polley mine.

The Independent Review Panel Report on the investigation into the failure of the tailings storage facility (“TSF”) at the Mount Polley Mine was released on January 30, 2015.

On February 20, 2015, PBM received a letter from Doug Caul, Associate Deputy Minister, BCEAO, providing PBM an opportunity to comment on the Mount Polley Investigation and Report in relation to the Morrison project, focusing on the potential implications of the recommendations of the Report when applied to the Morrison project and effects relating to its proposed tailings management facility. On March 20th, PBM submitted a report, prepared by KCB, in response to the Recommendations. The report continues to support their opinion that the Morrison project has been designed using Best Available Practices and can be safely constructed, operated, and closed to protect the environment. On April 17th, the responses from the Lake Babine Nation, the Gitxsan Treaty Society and the Gitanyow Hereditary Chiefs to the March 2015 report from KCB were posted on the e-PIC site. On May 8th, PBM submitted a response to the Aboriginal groups’ comments on both the Mount Polley Independent Technical Review Board Panel Report Recommendations and the Company’s response to the Report, including a letter, prepared by Harvey McLeod of KCB, which addresses the points raised in the April letters from the First Nations. On June 10th, PBM announced that the Minister of Environment had lifted the suspension. The time period remaining for the environmental assessment of the Morrison Project was 30 days, ending on July 9, 2015. On July 8th, PBM announced that the Minister of Environment and the Minister of Energy and Mines made a decision under Section 17(3)(c) of the Environmental Assessment Act, ordering that the Morrison Project undergo further assessment. The scope of the further assessment includes many components which are required to be completed in support of the Mines Act/Environmental Management Act permits and was planned to be completed prior to applying for permits after receiving the EA Certificate.

On December 23, 2015, the Company submitted a document in response to the July decision by the Minister of Environment and Minister of Energy & Mines that the Morrison Project undergo further assessment. The document was acknowledged as received by Kevin Jardine, Associate Deputy Minister, BC Environmental Assessment Office.

On February 16, 2016, three PBM directors and Robin Junger, of McMillan LLP, attended a meeting in Prince George at the request of the Lake Babine Nation (“LBN”). Dominique Nouvet of Woodward and Company (legal firm handling treaty negotiation matters for LBN) initiated the meeting on behalf of the LBN and was in attendance. The Chief and Councillors spoke from prepared notes. Our directors were advised that the LBN’s Chief and Council would not support the Morrison project at this time. An announcement had been prepared and released to a newspaper by the LBN in advance of the meeting. On the same day as the meeting, the announcement was posted on the LBN website stating “BC rejected this Mine for good reason in 2012”. Contrary to that statement is the judgement from BCEAO of no significant adverse effects.

The Company, through counsel at Hunter Litigation Chambers, filed two separate requests to the Environmental Assessment Office, the Ministry of Environment, the Ministry of Energy and Mines and the Ministry of Forests, Lands and Natural Resource Operations to access records under the Freedom of Information and Protection of Privacy Act, to obtain further information relating to the July 2015 decision of the Ministers that the Morrison Project undergo further assessment and to obtain the professional qualifications of three reviewers involved in assessing the Environmental Assessment Certificate application.

These requests were submitted in September 2015 and January 2016. By January 31, 2017, the Company had received some information under the FOIPPA and reviewed that material. From the material received from the FOI requests, PBM became aware of communications between the deciding Ministers and interested parties during the decision phase of the original review. These communications were not provided to PBM and may have contained items that were not factual, but were accepted as fact.

PBM prepared a corporate presentation to assist with correcting the misinformation that has been disseminated and accepted during the process. The presentation is available on our website at http://www.pacificbooker.com/pdf/corporate_presentation.pdf.

On February 2, 2017, the Company posted a video on the company website. The video shows the Morrison Project location, the mine site plan (showing the proposed open pit and tailings management facilities and the changes in those items over the anticipated life of the mine), the processing plant and a tour of the main waterways between the project site and the Pacific Ocean. The video is posted at: http://www.pacificbooker.com/property.htm.

PBM completed water monitoring work on the Morrison Lake to provide a full year (May 2016 to May 2017) of consecutive data. The monitoring program was conducted using temperature loggers to obtain continuous concurrent measurements of Morrison Lake inflow/outflow temperature and lake thermal stratification to determine the lake’s mixing patterns over a year-long timeframe. In addition to collecting continuous temperature data, profiles were collected regarding specific conductivity, dissolved oxygen (both % saturation and milligrams per litre), pH and temperature. The data collected during this thermal stratification study will provide information for detailed modelling of diffuser inputs to the lake and supports the stratification assumptions made by Dr. Laval and Dr. Lawrence during their independent environmental affects assessments of the proposed Morrison Lake diffuser.

The report concludes that the Morrison Lake is a typical dimictic lake, with waters that mix from top to bottom during two mixing periods each year, with stratification beginning in the spring, strengthening through the summer and then breaking down through the fall. Stratification is the natural separation of water in a lake into layers due to the change in water's density with temperature. The 2016 Morrison Lake Thermal Stratification Study interim report and the Supplement (final) report can be found on the reports page of our website at: http://www.pacificbooker.com/reports.htm

During the BC Election campaign in April and May 2017, PBM sent individual emails to 86 Liberal, 80 NDP and 79 Green Party Candidates on 14 days during the campaign and those emails were subsequently sent to approx. 1,000 subscribed individuals in our news list. The purpose of these “plain language” communications was to give the readers an understanding of our experience during the judgement phases of the Environmental Assessment process and the impact of the decisions made by the Ministers involved. The emails have been compiled in a pdf file and has been posted on our website at:

http://www.pacificbooker.com/pdf/2017%20Campaign.pdf

The Company followed the news media coverage of the new provincial government and observed the processes used. PBM has noted that new individuals have been posted on the Morrison EAO Project Information website as Project Lead, Executive Project Director and a Compliance & Enforcement Lead. The updated information is shown at the following link:

https://projects.eao.gov.bc.ca/p/588510b4aaecd9001b81467b/project-details

In February 2018, PBM sent a letter to Premier John Horgan, Andrew Weaver (BC Green party leader), Andrew Wilkinson (BC Liberal party leader) and David Eby (Attorney General) and reminded them of the issues we face and requesting that they address the wrong done by the October 2012 unfair decision to refuse to grant the EAC for the Morrison project. In April 2018, we also sent a letter to the same 4 individuals and cc’d the Chief and Council of the LBN, advising the readers of the history of our relationship with the LBN.

PBM received a response from David Eby which expressed the opinion that PBM had been given the opportunity to respond to the “unfavourable recommendations of the Executive Director of the Environmental Assessment Office before the Minister’s decision was made.” He indicated that as PBM did not seek judicial review of the Minister’s Order of July 7, 2015, the Order remains if effect. He also said “I appreciate your taking the time to write.”

PBM replied to the Attorney General thanking him for responding to our letters. We reminded him that the Environmental Assessment Office (and the Working Group) was not mentioned as part of the reconsideration process in Justice Affleck’s remedy and therefore, PBM does not agree with the statement that “Pacific Booker has since been provided with an opportunity to make representations to the Ministers, as anticipated by Justice Affleck’s decision.”

We also reminded Mr. Eby that when the reconsideration process was completed, the report titled Recommendations of the Executive Director (dated September 20, 2012) was included with the referral documents. That report should not have been included in the new referral as it was part of the decision that was quashed by the court in December 2013.

PBM concluded the letter to Mr. Eby with the statement: “All we are asking for is a fair and unbiased review. But with the Order from the previous Ministers still in effect, we have little hope of getting an unbiased review when we can’t even get the EAO to clarify the precise nature of the environmental work required by Schedule A of the Section 17 Order.”

At no time in the reconsideration process did PBM have direct communication with the Ministers. All communications were with the EAO. And even when we directed our correspondence to the Ministers, it was answered by the EAO, as was the case in April 2016, when PBM’s council (John J.L. Hunter, Q.C.) addressed a letter to the Ministers of Environment and Energy and Mines. The response was received from Kevin Jardine (Associate Deputy Minister, Environmental Assessment Office) as follows: “I am responding to your letter dated April 5, 2016, addressed to the Ministers of Environment and Energy and Mines (Ministers). As your enquiry falls under the responsibility of the Environmental Assessment Office (EAO) I have been asked to respond on their behalf.”

In May 2018, PBM completed an analysis of the documents that were submitted by Derek Sturko as the Recommendation of the Executive Director to the Ministers for the 2012 decision. The document has been posted at: http://www.pacificbooker.com/reports.htm. PBM sent a letter (and supporting documents) to George Heyman (Minister of Environment and Climate Change Strategy) and to Michelle Mungall (Minister of Energy, Mines and Petroleum Resources) and cc’d Premier John Horgan, Andrew Wilkinson, Dr. Andrew Weaver and David Eby. In our letter, we reminded the new Ministers who we are and included a little snapshot of our history in the EAO process. We also stated “If the EAO had enough information to determine that the Morrison Project would not have any significant adverse effects, the further assessment decision appears to be a way to say no without actually saying no. In reference to the letters submitted to the original ministers as part of the original referral package, we would like to ask why those with opposing views can request a refusal of a certificate based on beliefs without having to support that belief with facts, but the proponents must have science based facts to support any opinion.” We also asked “As the new ministers, we request that you give our application a fair and impartial review.”

In June 2018, the BC Government announced that it was changing the environmental assessment process to ensure the legal rights of First Nations are respected and the public’s expectation of a strong, transparent process is met. Changes to B.C.'s environmental assessment process are focused on enhancing public confidence by ensuring impacted First Nations, local communities and governments and the broader public can meaningfully participate in all stages of environmental assessment through a process that is robust, transparent, timely and predictable; advancing reconciliation with First Nations; and protecting the environment while offering clear pathways to sustainable project approvals by providing certainty of process and clarity of regulatory considerations including opportunities for early indications of the likelihood of success. A Discussion Paper was released which outlined the proposed changes and a public comment period was held.

In September 2018, an update from the BC Government on the EA revitalization process called the “What We Heard” Report was released, outlining the feedback that was received during the public comment period.

In October 2018, PBM sent a comment letter to the Environmental Assessment Advisory Committee, directed to the Committee co-chairs that a requirement for the disclosure of a “vested interest” by any person or group commenting on the revitalization should have been part of the process, so that the opinions provided can be considered in the appropriate context. In the Comment paper tabled by Lake Babine Nation (presented by Councillor Bessie West, Councillor Verna Power, Betty Patrick, and Dominique Nouvet and referenced in the “What we Heard” report), Ms. Nouvet has not identified herself as a legal professional in that report or that she (or the firm she works for) has been hired by the LBN to represent them on treaty matters. Ms. Nouvet is not a member of the Lake Babine Nation. She is a Member of the Law Society of B.C. and is a Senior Counsel with Woodward & Company LLP. The firm’s website states that they “work exclusively for First Nations governments and organizations in their quest for justice”. We believe that anyone reading the comments “submitted” by the LBN should have the knowledge that Ms. Nouvet is a legal professional that makes her living by representing First Nations in treaty matters, and is not an individual with environmental expertise or an individual that would be impacted by the development of a mine in the Lake Babine Territory. Advocates that are motivated by personal financial consideration are not generally unbiased. With treaty negotiations ongoing between the BC Government and the Lake Babine Nation, the Morrison project became a “political football” in both the treaty negotiation process and in the LNG pipeline process. Both of those matters are outside of the scope of the EA process, yet had a significant impact on our relations with the Lake Babine Nation and on the Morrison review.

PBM also sent the same comments (with some additional details) to George Heyman, Minister of Environment and Climate Change Strategy and to Michelle Mungall, Minister of Energy, Mines and Petroleum Resources and cc’d those comments to John Horgan, Andrew Wilkinson, Dr. Andrew Weaver, and David Eby.

PBM received a letter from Kevin Jardine, Associate Deputy Minister of the Ministry of Environment, on behalf of the Minister, George Heyman. The letter acknowledged our comments on the EA revitalization and acknowledged our concerns relating to the EA of the Morrison Copper/Gold Project and noted that the further assessment process remains underway.

The new Bill 51 – 2018 ENVIRONMENTAL ASSESSMENT ACT was given Royal Assent on November 27th. The 3rd Reading text of the act was the one voted on and is available online at: https://www.leg.bc.ca/parliamentary-business/legislation-debates-proceedings/41st-parliament/3rd-session/bills/third-reading/gov51-3. Before making a recommendation, the chief executive assessment officer must seek to achieve, with respect to the recommendation, consensus with participating Indigenous nations. One of the most significant items is in Section 29 - Decision on application. Section 4 (c) states that on receipt of a referral under subsection (1), the ministers must, within 30 days of receiving the referral, (i) issue an environmental assessment certificate to the proponent and attach any conditions to the certificate that the ministers consider necessary, including, without limitation, conditions respecting payments to be made for initiatives to mitigate effects of the project, or (ii) refuse to issue the certificate to the proponent. Please note that the 3rd option of further assessment required is no longer available. And the reasons for the recommendations must accompany the documents.

In July 2018, the Lake Babine Nation elected a new chief and councillors. Gordon Alec is the new chief and many of the councillors are new to the position. PBM has already written to the new chief congratulating him on his win and stating that we would be very pleased to be able to meet with him at his convenience to introduce ourselves and to answer any questions he may have. In November 2018, PBM again wrote to Chief Alec and said “I reached out to you directly, disregarding the past instructions not to communicate with the Chief and Council of the Lake Babine Nation and that all communications must be directed to Dominique Nouvet, of Woodward and Co. I would prefer to meet with you "one on one" to be able to discuss the Morrison project. After we have come to an understanding of our matter, then we can reach out to an appropriately qualified individual to proceed with further arrangements and/or discussions, as necessary. We hope that you will consent to a meeting where we can discuss these matters.” To date, we have not received a response from the Chief.

The Company had also been made aware of an online video posted by Raven Trust to raise funds for a legal challenge to "Save the Morrison". In July 2018, PBM sent a letter to Raven Trust to make them aware of some incorrect or misleading statements in the video and the text presented. The video can be found at: https://raventrust.com/save-morrison-lake/.

In February 2019, PBM received a letter from Kevin Jardine, Associate Deputy Minister, Environmental Assessment Office which stated in part: “As you note, the new Act, which is not yet in force, does not include an option for reassessment. However, if and when the Lieutenant Governor in Council brings the new Act into force, the order for reassessment made by Ministers in July 2015 will continue to be in effect under the transition provisions of the new Act. The order for reassessment will continue in force until it is suspended or cancelled under the new Act. The Environmental Assessment Office will conduct the reassessment consistent with its practice and procedures as they evolve and are informed by the principles of the new Act.” It also included the following: “As you know, the order for reassessment provided that the reassessment must be completed within three years of the approval of the SAIR. This timeline was based on the assumption that the first step set out in section 5.1 of the reassessment order, the provision of the draft SAIR, would be completed in a reasonable time frame. Given that three and a half years have now passed since the order was made by the Ministers, some consideration may need to be given to whether the information provided in the Application has become outdated and what, if any, steps may be required in order for information to be updated in order for Ministers to make an informed decision. I note in your letter your desire to advance this Project. If that is the case, please advise, within 30 days of your receipt of this letter, when you will provide the draft SAIR for review. If I do not hear from you in this regard, or if you are unable to commit to a date by which you would provide the draft SAIR, then I will consider the appropriate next steps to ensure this proceeds in a timely manner or is otherwise concluded.”

In March 2019, PBM answered Kevin Jardine and said “We will prepare the draft SAIR for review. We expect that we will require 30 days to provide that document. Our issue with the SAIR has to do with the fact that the original decision announced on October 1, 2012 was based on the referral documents provided by Derek Sturko to Ministers Lake and Coleman. It appears that the original decision was based on incorrect information. Because of the incorrect information provided to the Ministers, and the statement from the EAO representatives that we would need to start the entire process again if we wanted the certificate, and that we could not get the Ministers or the EA to address any of the errors or even review the facts, we had no choice but to seek the assistance of the court to preserve the progress we had made to date. We were very pleased with the judgement from the court as we believed that a new referral would correct the misinformation that was part of the original decision. Unfortunately, that was not the case. After an additional year went by and more responses were required on matters outside of our terms of reference, including the dam failure at Mt. Polley, we were finally in the decision phase again. We were disturbed that the EAC Rejection Response Report dated October 30, 2012, prepared by our Qualified Professional (Harvey McLeod, P.Eng of Klohn Crippen Berger) was ignored. This document was emailed to the ministers and posted on the Company's website in October 2012. And even more disturbing to us was that the Executive Directors Recommendation of September 2012 was part of the referral documents yet again. With all of the misinformation again presented to the Ministers, we end up with the decision of Further Assessment Required. We are now prepared to proceed with the hope and expectation that a meaningful two way discussion on the necessary details will be part of the next phase in our long stay in the EA process.”

In April 2019, PBM submitted a first draft document and stated: “Please find enclosed our first attempt at preparing the draft SAIR for review. We hope that this document will be a starting point for the preparation of a document that will meet the need dictated by the Section 17 order. We found it difficult to find any comparable documents online to use as a guideline and/or example of what is expected in a report of this nature. The only SAIR we could find was the one for Garibaldi At Squamish Project from November 2013 and it is for an all-season resort, not an easy comparison to a mining project. We look forward to your feedback on this early version.”

On June 18, 2019 PBM received a letter from the BCEAO in response to the documents submitted April 4th. Kevin Jardine, Associate Deputy Minister, Environmental Assessment Office replied with “Thank you for the letter dated April 4, 2019. I have reviewed and am responding to your initial draft Supplemental Application Information Requirements (SAIR) submitted in response to the Section 17(3)(c)(iii) Order (Section 17 Order) issued by the Ministers under the Environmental Assessment Act on July 7, 2015. While I appreciate the opportunity to review an early draft, the content of this version of the draft SAIR does not appear substantially different from the version provided on December 23, 2015, which was found to not contain the information requirements set out in the Ministers' Order. Below I have provided some additional detail as to why the draft SAIR is not adequate”. He provided some additional details on responding to certain sections of the Section 17 Order. He also stated “In order for the EAO to complete the further assessment of Morrison Mine, the EAO requires that a revised draft SAIR that materially addresses the requirements in the Ministers' Order be submitted by September 3, 2019.” PBM was expecting that the document submitted would not be considered acceptable by the EAO, but would start the discussion on what is required. PBM stated this to Mr. Jardine in our covering letter dated April 4, “Please find enclosed our first attempt at preparing the draft SAIR for review. We hope that this document will be a starting point for the preparation of a document that will meet the need dictated by the Section 17 order.” On August 29th, PBM submitted a revised SAIR draft.

On July 19, 2019, the BC Chief Gold Commissioner issued a mining lease for the Morrison mine project (mineral claims 625123, 625143 and 625183, encompassing approximately 1,090 ha) for an initial term of one year. These three mineral claims are located along the east shore of Morrison Lake. PBM had submitted an application in 2012, which was not completed at that time because of the October 2012 decision. The mining lease application area is located within the consultation area of the Lake Babine Nation (“LBN”) and the Yekooche First Nation (“YFN”). According to the Gold Commissioner’s Reasons for Decision report, consultation began February 5, 2019 by notifying the LBN and the YFN of the application and inviting input on how the mining lease may impact their Aboriginal rights and title. No response was received from YFN. LBN responded by stating their firm opposition to a decision to issue a mining lease and requested an in-person meeting with the statutory decision maker. On February 26th, the Chief Gold Commissioner met with representatives of the LBN. On April 12th, the Chief Gold Commissioner sent a letter to PBM and LBN indicating that he was considering a decision to issue a mining lease for an initial term of one year. In May 2019, the LBN responded to his letter re-stating their objections and that the decision should be to not issue the lease. PBM responded that we did not object to a decision to issue a mining lease for a one-year term. The Ministry of Forests, Lands, Natural Resource Operations & Rural Development (“FLNRORD”) provided a consultation summary report, dated June 26, 2019, which provided information regarding the consultation on the mining lease application and indicated that consultation had been completed. In the Chief Gold Commissioner’s conclusion, he stated “I am satisfied that the consultation process has been reasonable and appropriate. I have considered relevant facts and submissions, even if they are not specifically identified in this document, and I am of the view that a decision to issue a mining lease, with an initial term of one year, will not significantly impact the Aboriginal rights and interests of the LBN and the YFN. The applicant has fulfilled the requirements of the Mineral Tenure Act by completing a survey approved by the Surveyor General, posting a notice in the prescribed form in the office of the Chief Gold Commissioner, and publishing a notice in one issue of the Gazette and in local newspapers, as required. For these reasons, I am satisfied that it is reasonable to issue a mining lease according to the approved surveyed boundaries that comprise the area of existing mineral claims 625123, 625143 and 625183 for a term of one year.” A mining lease conveys the exclusive right to all minerals on the lease area to the recorded holder but does not authorize mining activities required or related to the production of minerals. A recorded holder of a mining lease may register an application to renew the term of the mining lease for a period of up to thirty years. The renewal of the term of a mining lease is subject to the approval of the Chief Gold Commissioner that the mining lease is required for a mining activity.

Outlook for 2019/20

Since the end of the period under discussion, early in December, PBM received the recommendation from KCB and has forwarded a “draft for discussion” to Katherine St. James of the BCEAO on December 12th.

PBM intends to submit a description of the Project to the Federal authority in accordance with the requirements of the Impact Assessment Act, as soon as possible and intends on referencing the relevant information gathered for the EA to inform any process steps under the IAA. The document is underway and will be submitted early in the new year.

Pacific Booker Minerals has always intended for the Morrison Mine, which is located in an historical mining area, to be operated in a way that will not impact in a negative manner on the surrounding communities. PBM preferred to hire local workers and use local suppliers during the time of the exploration and intends to continue that practice during the construction and operation of the mine.

Subject to receiving all required permits and authorizations, mine construction will proceed with the following activities:

Apply for permits and other authorizations and licenses;

Finalize our contracting strategy for Pre-production and;

Tender Pre-Production Contracts (EPC);

Proceed with procurement including ordering long lead time items (i.e. HPGR, etc);

Site Engineering Survey; and

Detailed Engineering and Design

Subsequent to the end of the period, the Company has not granted or cancelled any options, has not announced or completed any private placements, and has not issued any common shares on exercise of warrants or options.

The Company’s current share capital is approx. 20 million shares fully diluted including 250,000 common shares to be issued to Glencore LC (formerly Noranda, Falconbridge, Xstrata) upon the start of commercial production as part of the purchase agreement with Noranda.

Results of Operations

A significant expense on the Statement of Comprehensive Loss is the recording of the option based payments and the offsetting contributed surplus in equity. As a non-cash transaction, it has no impact on the working capital of the Company. This calculation creates a cost of granting options to Eligible Persons (as defined by the policies of the TSX Venture Exchange and/or National Instrument 45-106). The cost is added to our operating expenses with a corresponding increase in the Company’s equity. The option based payment expense is allocated, in proportion to the number of options granted, to our operating expense accounts for Consulting fees, Directors fees, Investor relations fees and Professional fees.

For the nine month period ended October 31, 2019 compared with October 31, 2018

The option based payment expense for the period was allocated to the accounts for Consulting fees $nil (2018 - $nil), Directors fees $nil (2018 - $nil), Investor relations fees $545,662 (2018 - $nil) and Professional fees $nil (2018 - $75,426). These amounts total $545,662 for the 2019 period compared to $75,426 for the 2018 period. If the option based payments amounts were removed from the operating loss, the loss would show as $405,745 for the 2019 period compared to $144,486 for the 2018 period. The difference between these two periods was $261,259, with 2018 lower. The largest amount difference was in Investor Relations fees which were higher by $198,000 in the 2019 period reflecting a reduction in fees paid/payable to John Plourde in the 2018 period. The next largest amount difference was in Shareholder information and promotion which was higher by $20,974 in the 2019 period, due to a cost for assistance with shareholder relations and additional poster printing. The next largest amount difference was in Professional fees, which were higher in the 2019 period by $13,771 due to an increased cost for accounting/management services. The next largest amount difference was in Foreign exchange gain/loss which was a loss of $996 in the 2019 period compared to a gain of $7,378 in the 2018 period for a difference of $8,374. The next largest amount difference was in Filing and Transfer agent fees which were higher in the 2019 period by $8,213 due to the warrants certificates issue cost, a higher fee paid to the TSX-V exchange and the cost for filing insider reports and a higher cost for news release dissemination. The next largest amount difference was from the gain on the disposal of the company truck in the amount of $6,491 due to the trade in value of $8,000 (plus PST charged at 10%) for the truck less a book value of $2,309. The next largest amount difference was in Depreciation which was higher by $5,655 in the 2019 period due to the depreciation on the new truck. The next largest amount difference was in Office Rent which was higher in the 2019 period by $3,638 due to the increased rental cost on the current lease. The next largest amount difference was in Director Fees which were higher in the 2019 period by $3,500, due to extra meetings held. The next largest amount difference was in Office and Miscellaneous which was higher in 2019 period by $2,707 mostly due to the replacement of an old internet router, new toner cartridges for the copier/printer and the cost of our payment cheques. The next largest amount difference was in Travel which was higher in 2019 period by $2,198 due to a maintenance cost for the old company truck and the fees for the purchase of the new truck. The other expenses were within $1,000 (plus or minus) of the 2018 period amounts with the difference noted as follows: Consulting fees ($225 lower in the 2019 period), Telephone ($101 higher in the 2019 period), Finance income ($6 higher in the 2019 period) and Wages and benefits for the cost of WCB on deemed income from option exercise ($850 higher in the 2019 period).

During the 2019 period, the Company incurred $2,106 in exploration & evaluation expenditures on the Morrison property compared to $6,000 in 2018 period.

At the beginning of the period, the cash held was $564,507 (2018 - $696,395). Cash used in operations was $383,289 (2018 - $124,844). Cash raised from sale of shares was $1,895,565 (2018 - $73,500). Cash used to fund exploration activities was $702 (2018 - $10,132). Cash gained from the disposal of the truck was $2,309 (2018 - $nil). Cash used to purchase a replacement truck was $62,633 (2018 - $nil). The net change in cash for the period was an increase of $1,451,250 (2018 - $61,476 decrease) leaving the Company holding $2,015,757 (2018 - $634,919) in cash at the end of the period.

For the three month period ended October 31, 2019 compared with October 31, 2018

During the 2019 period, the Company incurred $2,106 in exploration & evaluation expenditures on the Morrison property compared to $nil in 2018 period.

At the beginning of the period, the cash held was $1,783,963 (2018 - $666,153). Cash used in operations was $62,504 (2018 - $31,234). Cash raised from sale of shares was $295,000 (2018 - $nil). Cash used to fund exploration activities was $702 (2018 - $nil). The net change in cash for the period was an increase of $231,794 (2018 - $31,234 decrease) leaving the Company holding $2,015,757 (2018 - $634,919) in cash at the end of the period.

Liquidity

The Company does not yet have a producing mineral property. The Company’s only source of funds has been from sale of common shares and some revenue from reclamation bond interest. The exploration and development of mineral deposits involve significant risks including commodity prices, project financing, permits and licenses from various agencies in the Province of British Columbia and local political and economic developments.

The Company’s financial instruments consist of cash, reclamation deposits, accounts payable and accrued liabilities and amounts owing to related parties. It is management’s opinion that the Company is not exposed to significant interest, currency or credit risks arising from its financial instruments.

At the end of the fiscal year 2019, the Company reported a net loss of $283,552 ($0.02 per share) compared to a net loss of $400,029 ($0.03 per share) for the year ended January 31, 2018.

Cash held at the end of the period was sufficient to meet our current liabilities.

Pacific Booker has a lease for the rental premise in which the Company’s head office operates. It is a standard rental lease which expires in January 2020. Details on the financial obligations are detailed in our annual financial statements (Note 13).

Off-Balance Sheet Arrangements

The Company has one off Balance Sheet arrangement with Glencore LC (originally Noranda Mining and Exploration Inc, which was subsequently acquired by Falconbridge Limited, which was subsequently acquired by Xstrata LP, which was subsequently acquired by Glencore) for 250,000 shares to be issued on commencement of commercial production on the Morrison property. The details on this transaction are disclosed in our interim and annual financial statements (Note 5).

The Company has signed an agreement with a hunting lodge in the area of the project, which, conditional on the receipt of applicable permits and licences, requires the Company to pay $100,000 (plus sales tax if required) as full and final compensation for any loss of business which the lodge may suffer in connection with the construction, development and overall operation of the mine. This payment is required to be made three months prior to commencement of construction.

Related Party Transactions

Related party transactions were made for services provided in the course of normal business operations with 2 directors and an officer of the Company.

to John Plourde, a PBM director, for shareholder relations and financing duties, in the amount of $33,000 (2018 - $nil) for the current quarter and in the amount of $198,000 (2018 - $nil) for the fiscal year to date.

to Victor Eng, a PBM director, for consulting services, in the amount of $225 (2018 - $225) for the current quarter and in the amount of $675 (2018 - $900) for the fiscal year to date

to Ruth Swan, a PBM officer, for accounting and management services, in the amount of $9,625 (2018 - $6,255) for the current quarter and in the amount of $32,425 (2018 - $19,695) for the fiscal year to date.

There are no ongoing contractual or other commitments resulting from the transactions. Fees for these services amounted to $42,850 (2018 - $6,480) for the quarter and in the amount of $231,100 (2018 - $20,595) for the fiscal year to date.

Also, payments were made to our independent directors for attendance at board and committee meetings. Fees for this amounted to $2,000 (2018 - $2,000) for the current quarter and in the amount of $12,500 (2018 - $9,000) for the fiscal year to date.

Proposed Transactions

The Company does not have any proposed transactions planned, with the exception of continued funding arrangements.

Accounting Estimates and changes in policies

The Company has detailed its significant accounting policies in Note 3 of the annual financial statements.

Forward Looking Statements

This discussion does not include any forward-looking statements of a material nature in respect to the Company’s strategies. The discussion following the heading “Outlook for 2019/20” does include a statement of future intent. The discussion following the heading “Off-Balance Sheet Arrangements” discloses future obligations. The Company will update or revise these forward-looking statements when and/or if there is a change in intent or future obligations.

Selected Annual Information

The following summary information has been taken from the financial statements of Pacific Booker Minerals Inc., which have been prepared in accordance with International Financial Reporting Standards (“IFRS”). The figures reported are all in Canadian dollars.

The following table shows the total revenue (Finance income), the loss from our financial statements, total assets, and total long term liabilities for each of the three most recently completed financial years.

For the year ended	Total Assets	Total<br><br><br>Long-term Liabilities	Total<br><br><br>Revenue	Net Loss
				Total	Per Share
January 31, 2017	$ 30,013,896	$ -	$ 784	$ 2,438,331	$ 0.19
January 31, 2018	$ 30,608,811	$ -	$ 704	$ 400,029	$ 0.03
January 31, 2019	$ 30,472,301	$ -	$ 811	$ 283,552	$ 0.02

Summary of Quarterly Results

The following summary information has been taken from the financial statements of Pacific Booker Minerals Inc., which have been prepared in accordance International Financial Reporting Standards (“IFRS”). The figures reported are all in Canadian dollars. US dollar amounts held as US dollars are converted into Canadian dollars at current exchange rates until actually converted into Canadian dollars, at which time the actual amount received is recorded. Any gains or losses from the exchange of currencies are reported on the Statement of Comprehensive Loss for the company in the current period.

The following table shows the total revenue (Finance income), the loss from our financial statements (cost of operating expenses, etc) before any unusual items, and the total loss and loss per share for each three month period for the last eight quarters. The second table following shows the same items on an accumulating basis per fiscal year.

For the three months ended	Total<br><br><br>Revenue		Loss before<br><br><br>other items		Net Loss
		Total			Per Share
January 31, 2018	$	439	$	144,743	$	144,304	$	0.01
April 30, 2018	$	-	$	47,209	$	47,209	$	0.00
July 31, 2018	$	-	$	130,703	$	130,703	$	0.01
October 31, 2018	$	253	$	42,253	$	42,000	$	0.00
January 31, 2019	$	558	$	64,198	$	63,640	$	0.01
April 30, 2019	$	-	$	208,816	$	208,816	$	0.01
July 31, 2019	$	2	$	113,160	$	113,158	$	0.01
October 31, 2019	$	257	$	629,690	$	629,433	$	0.04
For the period ended	Total<br><br><br>Revenue		Loss before<br><br><br>other items		Net Loss
---	---	---	---	---	---	---	---	---
		Total			Per Share
for the year ended January 31, 2018	$	704	$	400,733	$	400,029	$	0.03
for the 3 month period ended April 30, 2018	$	-	$	47,209	$	47,209	$	0.00
for the 6 month period ended July 31, 2018	$	-	$	177,912	$	177,912	$	0.01
for the 9 month period ended October 31, 2018	$	253	$	220,165	$	219,912	$	0.01
for the year ended January 31, 2019	$	811	$	284,363	$	283,552	$	0.02
for the 3 month period ended April 30, 2019	$	-	$	208,816	$	208,816	$	0.01
for the 6 month period ended July 31, 2019	$	2	$	321,976	$	321,974	$	0.02
for the 9 month period ended October 31, 2019	$	259	$	951,666	$	951,407	$	0.06

Additional Disclosure for Venture Issuers

Mineral Property Interests

The following tables show the cost (write off) of acquisition payments by claim for each of the last eight quarters.

	Morrison		Total
As at October 31, 2017	$	4,832,500	$	4,832,500
to January 31, 2018		-		-
As at January 31, 2018	$	4,832,500	$	4,832,500
to April 30, 2018		-		-
to July 31, 2018		-		-
to October 31, 2018		-		-
to January 31, 2019		-		-
As at January 31, 2019	$	4,832,500	$	4,832,500
to April 30, 2019		-		-
to July 31, 2019		-		-
to October 31, 2019		-		-
As at October 31, 2019	$	4,832,500	$	4,832,500

Deferred Exploration & Development expenditures

The table following shows the exploration expenditures or (write-offs) for each of the last eight quarters on a per claim basis.

	Morrison		Grants/Tax Credits		Total
As at October 31, 2017	$	25,706,554	$	(859,434)	$	24,847,120
to January 31, 2018		16,999		-		16,999
As at January 31, 2018	$	25,723,553	$	(859,434)	$	24,864,119
to April 30, 2018		6,000		-		6,000
to July 31, 2018		-		-		-
to October 31, 2018		-		-		-
to January 31, 2019		-		-		-
As at January 31, 2019	$	25,729,553	$	(859,434)	$	24,870,119
to April 30, 2019		-		-		-
to July 31, 2019		-		-		-
to October 31, 2019		2,106		-		2,106
As at October 31, 2019	$	25,731,659	$	(859,434)	$	24,872,225

Equity

The table following shows the change in capital stock and net operating expenses for each three month period and the accumulated operating deficit and total equity for the last eight quarters.

	Capital<br><br><br>Stock	Subscriptions<br><br><br>Received		Contributed Surplus	Operating<br><br><br>Loss	Deficit<br><br><br>ending	Total Equity
As at October 31, 2017	$ 51,547,055	$	448,050	$ 17,124,353	$ 255,725	$ 38,389,082	$ 30,730,376
to January 31, 2018	448,050		(448,050)	1	144,304	38,533,386	30,586,073
As at January 31, 2018	$ 51,995,105	$	-	$ 17,124,354	$ 400,029	$ 38,533,386	$ 30,586,073
to April 30, 2018	73,500		-	-	47,209	38,580,595	30,612,364
to July 31, 2018	-		-	75,426	130,703	38,711,298	30,557,087
to October 31, 2018	-		-	-	42,000	38,753,298	30,515,087
to January 31, 2019	-		-	-	63,640	38,816,938	30,451,447
As at January 31, 2019	$ 52,068,605	$	-	$ 17,199,780	$ 283,552	$ 38,816,938	$ 30,451,447
to April 30, 2019	1,575,565		-	-	208,816	39,025,754	31,818,196
to July 31, 2019	45,259		-	(20,259)	113,158	39,138,912	31,730,038
to October 31, 2019	534,052		-	306,610	629,433	39,768,345	31,941,267
As at October 31, 2019	$ 54,223,481	$	-	$ 17,486,131	$ 951,407	$ 39,768,345	$ 31,941,267

Disclosure of outstanding share data

Details of our share transactions for the period and a listing of our outstanding options and warrants can be found in Note 8 of our financial statements.

Subsequent to the end of the period, the Company has not issued any common shares on exercise of options or warrants.