Pacific Booker Minerals Inc 20-F for FY2025
Pacific Booker Minerals Inc. (PBMLF)
About this 20-F
Pacific Booker Minerals Inc filed this 20-F on June 2, 2025, covering the fiscal year ended January 31, 2025 (FY2025).
Headline figures
Fiscal year ended January 31, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Net loss
- 633.17K CAD
- compared with a net loss of 523.91K CAD a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
OR
For the fiscal year ended
OR
For the transition period from ____________ to __________
OR
Date of event requiring this shell company report
(Exact name of Registrant as specified in its charter)
British Columbia
(Jurisdiction of incorporation or organization)
(
Contact person:
(Name, email address and phone number of contact person)
Commission File Number:
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered |
Common Stock, no par value | PBMLF | None |
Securities to be registered pursuant to Section 12(g) of the Act:
None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None
Indicate the number of outstanding shares of each of the Company’s classes of capital or common stock as of the close of the period covered by the annual report.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes ¨
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ¨
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 12 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past ninety days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer ¨ | Accelerated filer ¨ | Emerging growth company |
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
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U.S. GAAP ¨ | by the International Accounting Standards Board x | Other ¨ |
Indicate by check mark which financial statement item the registrant has elected to follow:
Item 17 ¨ Item 18 x
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes
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Pacific Booker Minerals Inc.
Form 20-F Annual Report
Table of Contents
| PART I | Page |
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Item 1. | ||
Item 2. | ||
Item 3. | ||
Item 4. | ||
Item 5. | ||
Item 6. | ||
Item 7. | ||
Item 8. | ||
Item 9. | ||
Item 10. | ||
Item 11. | ||
Item 12. | Description of Other Securities Other Than Equity Securities | |
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| PART II |
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Item 13. | ||
Item 14. | Material Modifications to the Rights of Security Holders and Use of Proceeds | |
Item 15. | ||
Item 16. | ||
Item 16A. | ||
Item 16B. | ||
Item 16C. | ||
Item 16D. | ||
Item 16E. | Purchase of Equity Securities by the Issuer and Affiliated Purchasers | |
Item 16F. | ||
Item 16G. | ||
Item 16H. | ||
Item 16J. | ||
Item 16K. | ||
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| PART III |
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Item 17. | ||
Item 18. | ||
Item 19. |
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METRIC EQUIVALENTS
For ease of reference, the following factors for converting metric measurements into imperial equivalents are provided:
To Convert from Metric | To Imperial | Multiply by |
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Hectares | Acres | 2.471 |
Meters | Feet (ft.) | 3.281 |
Kilometers (km) | Miles | 0.621 |
Tonnes | Tons (2000 pounds) | 1.102 |
Grams/tonne | Ounces (troy/ton) | 0.029 |
Glossary of Terms
Alteration – any change in the mineral composition of a rock brought about by physical or chemical means.
Andesite - A dark-colored, fine-grained extrusive rock that, when porphyritic, contains phenocrysts composed primarily of zoned sodic plagioclase and one or more of the mafic minerals.
Argillite - A compact rock, derived either from mudstone or shale.
Assaying - laboratory examination that determines the content or proportion of a specific metal (ie: silver) contained within a sample. Technique usually involves firing/smelting.
Biotite - a common rock-forming mineral in crystalline rocks, either as an original crystal in igneous rocks or as a metamorphic product in gneisses and schists.
Bornite – A copper ore found in hypogene and contact metamorphic deposits and mafic rocks.
Breccia - A rock in which angular fragments are surrounded by a mass of fine-grained minerals.
Bulk Sample – A collection of representative mineralized material whose location, geologic character and metal assay content can be determined and then used for metallurgical or geotechnical testing purposes.
Chalcopyrite - A sulphide mineral of copper and iron.
Clastic - Fragments of minerals and rocks that have been moved individually from their places of origin.
Copper Oxide & Copper Sulphide - There are two major divisions of copper classes found in copper porphyry deposits - oxides and sulphides. Copper oxide, often referred to as "supergene", are the more highly concentrated material generally found at the top of a deposit. Copper sulphide, often referred to as "hypogene", is the copper mineralization generally found at the bottom of a deposit.
Core Samples - the cylindrical form of rock called “core” that is extracted from a diamond drill hole. Mineralized sections are separated and these samples are sent to a laboratory for analysis.
Diamond Drilling – a type of rotary drilling in which diamond bits are used as the rock-cutting tool to produce a recoverable drill core sample of rock for observation and analysis.
Diorite - An intrusive igneous rock.
Disseminated – where minerals occur as scattered particles in the rock.
Dyke - A tabular igneous intrusion that cuts across the bedding or foliation of the country rock.
Epithermal – low temperature hydrothermal process or product.
Exploration – work involved in searching for ore, usually by drilling or driving a drift.
Fault – a fracture or break in rock along which there has been movement.
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Feasibility Study – is a definitive study of the viability of a mineral project by a qualified professional which defines: (1) mining methods, pit configuration, mine scheduling, mine equipment and all related costing, (2) method of mineral processing and all related plant, equipment and costing, (3) necessary determination of all infrastructure required and relevant costs and (4) all requirements of government and markets for mine operation. A definitive financial analysis of the mineral project taking into consideration all relevant factors, which will establish the presence of a Mineral Reserve and the details of its economic viability.
Felsic – an adjective describing an igneous rock having mostly light colored minerals and rich in silica, potassium and sodium.
Fire Assay - The assaying of metallic minerals by use of a miniature smelting procedure with various agents.
Galena - A lead and silver ore that occurs in hydrothermal veins and as replacement deposits in sedimentary rocks.
Geochemistry - The study of the chemical properties of rocks.
Geophysical Survey - A scientific method of prospecting that measures the physical properties of rock formations. Common properties investigated include magnetism, specific gravity, electrical conductivity and radioactivity.
Graben – A depressed crustal unit or block that is bounded by faults on its long sides.
Grade – The metal content of rock with precious metals, grade can be expressed as troy ounces or grams per tonne of rock.
Greywacke - a dark gray, firmly indurated, coarse-grained sandstone that consists of poorly sorted, angular to subangular grains of quartz and feldspar, with a variety of dark rock and mineral fragments embedded
Hornblende - A felsic plutonic rock.
Horst - An uplifted crustal unit or block that is bounded by faults on its long sides.
Igneous – a primary type of rock formed by the cooling of molten material.
Induced Polarization (I.P.) - A type of geophysical survey where electrical current is passed through rock and the polarization is measured to estimate the content of metallic sulphide minerals.
Indurated - rock or soil hardened or consolidated by pressure, cementation, or heat.
Intrusion; Intrusive – molten rock that is intruded (injected) into spaces that are created by a combination of melting and displacement.
Lapilli - Pyroclastics that may be essential, accessory, or accidental in origin, of a size range that has been variously defined within the limits of 2 mm and 64 mm.
LT - long tons.
Mafic - Igneous rocks composed mostly of dark, iron-and magnesium-rich minerals.
Magnetite - An iron ore that occurs in banded iron formations and as an accessory mineral in many igneous rocks.
Marcasite - An iron pyrite that is bronze-yellow to white and is a supergene mineral from acid solutions.
Metallurgy – the study of the extractive processes which produce minerals from their host rocks.
Metallurgical Tests - are scientific examinations of rock/material to determine the optimum extraction of metal contained. Core samples from diamond drill holes are used as representative samples of the mineralization for this test work.
Mineral – a naturally formed chemical element or compound having a definitive chemical composition and, usually a characteristic crystal form.
Mineralization – a natural concentration in rocks or soil of one or more metalliferous minerals.
MLT - thousands of long tons.
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Net Smelter Return ("NSR") - revenue available from the concentrate produced. It does not include the processing costs associated with producing the concentrate. NSR is an imput to the determination of cut-off grade.
Net Smelter Return Royalty/ NSR Royalty – A phrase used to describe a royalty payment made by a producer of metals based on gross metal production from the property, less deduction of certain limited costs including smelting, refining, transportation and insurance costs.
Outcrop - An exposure of rock or mineral deposit that can be seen on surface.
Phenocryst - A term for large crystals or mineral grains floating in the matrix or groundmass of a porphyry.
Plagioclase - Any of a group of feldspars containing a mixture of sodium and calcium feldspars.
Plug - A vertical, pipelike body of magma that represents the conduit to a former volcanic vent.
Pluton - A body of igneous rock that formed beneath the surface by crystallization of magma.
Porphyritic - the texture of an igneous rock in which larger crystals (phenocrysts) are set in a finer-grained groundmass, which may be crystalline or glassy or both.
Porphyry - Any igneous rock in which relatively large crystals, are set in a fine-grained groundmass.
Prefeasability Study – is a comprehensive study of the viability of a mineral project that has advanced to a stage where the mining method, in the case of underground mining, or the pit configuration, in the case of an open pit, has been established, and where an effective method of mineral processing had been determined. This Study must include a financial analysis based on reasonable assumptions of technical engineering, operating, and economic factors, which are sufficient for a Qualified Person acting reasonably, to determine if all or part of the Mineral Resource may be classified as a Mineral Reserve.
Pyrite - an iron sulphide mineral (FeS2), the most common naturally occurring sulphide mineral.
Pyroclastic - Produced by explosive or aerial ejection of ash, fragments, and glassy material from a volcanic vent. Applied to the rocks and rock layers as well as to the textures so formed.
Pyrrhotite - A bronze-colored, often magnetic iron sulphide mineral.
Quartz – crystalline silica; often forming veins in fractures and faults within older rocks.
Reclamation - Restoration of mined land to original contour, use, or condition.
Resource – a concentration of mineral material in such form and amount that economic extraction of a commodity from the concentration is currently or potentially feasible. Locations, grade, quality or quantity are estimated from specific geologic evidence.
Reverse Circulation Drilling (RC) – a drilling method used in geological appraisals whereby the drilling fluid passes inside the drill stem to a down-the-hole percussion bit and returns to the surface outside the drill stem carrying the drill chip samples.
Scoping Study - A scoping study is the first level of study that is performed on a mineral deposit to determine its economic viability. This is usually performed to determine whether the expense of a full pre-feasibility study and later full feasibility study is warranted.
Sedimentary - Formed by the deposition of sediment or pertaining to the process of sedimentation.
Sediments - Solid fragmental material that originates from weathering of rocks and is transported or deposited by air, water, or ice, or that accumulates by other natural agents, such as chemical precipitation from solution or secretion by organisms, and that forms in layers on the Earth's surface at ordinary temperatures in a loose, unconsolidated form; e.g., sand, gravel, silt, mud, alluvium.
Shale - A fine-grained sedimentary rock formed by the consolidation, particularly by compression, of clay, silt, or mud.
Showing - Surface occurrence of mineral.
Silicified - The process of introducing silica into a non-siliceous rock, either by filling pore spaces or as a replacement of calcite in limestone.
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Siltstone – An indurated silt having the texture and composition of shale but lacking its fine lamination or fissility; a massive mudstone in which the silt predominates over clay.
Sphalerite – A zinc sulphide that occurs with galena in veins and irregular replacement in limestone.
Stockwork - A mineral deposit consisting of a three-dimensional network of planar to irregular veinlets close enough that the entire mass can be mined.
Stratigraphy – the sequence of bedded rocks in a particular area.
Talus - Rock fragments derived from and lying at the base of a cliff or slope, or the accumulated mass of such loose broken rock.
Tonne – A metric ton, or 2,204 pounds.
Trenching - the process of exploration by which till is removed from a trench cut from the earth’s surface.
Tuff - A general term for all consolidated pyroclastic rocks.
Vein – a thin, sheet-like, crosscutting body of hydrothermal mineralization, principally quartz.
Volcanics – those originally molten rocks, generally fine grained, that have reached or nearly reached the Earth’s surface before solidifying.
Wacke - A dirty sandstone that consists of a mixed variety of angular and unsorted or poorly sorted mineral and rock fragments, and of an abundant matrix of clay and fine silt.
Waste – barren rock in a mine, or mineralized material that is too low in grade to be mined and milled at a profit.
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Part I
Item 1. Identity of Directors, Senior Management and Advisors
Table No. 1
Company Directors and Officers
Name | Position | Business Address | |||
John Joseph Plourde | President, CEO and Director | #1203 – 1166 Alberni Street Vancouver, B.C. V6E 3Z3 | |||
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Ruth Swan | Chief Financial Officer | #1203 – 1166 Alberni Street, Vancouver, B.C. V6E 3Z3 | |||
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Gregory R. Anderson | Director | 1304 S 105th Pl, Apt 1038, Mesa, AZ 85209-3822 | |||
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Victor Eng | Director | 6710 Blackcomb Way Vernon, BC V1B OA3 | |||
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Dennis Simmons | Director | 599 Lake Creek Circle The Villages Okahumpka, FL 34762 | |||
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William F. Webster | Director | 1729 East Tower, 400 Walmer Road, Toronto, ON M5P 2X7 | |||
The Company's auditor for fiscal 2025, 2024 and 2023 was DeVisser Gray LLP, Chartered Professional Accountants, Suite 401 - 905 West Pender, Vancouver, British Columbia, Canada, V6C 1L6.
The Company’s legal advisor is Dentons Canada LLP, 250 Howe Street, 20th Floor, Vancouver, British Columbia, V6C 3R8.
Item 2. Offer Statistics and Expected Timetable
Not Applicable
Item 3. Key Information
As used within this Annual Report, the terms “Pacific Booker”, “the Company”, “Issuer” and “Registrant” refer collectively to Pacific Booker Minerals Inc, its predecessors, subsidiaries and affiliates.
In this Annual Report, unless otherwise specified, all dollar amounts are expressed in Canadian Dollars (CDN$). The Government of Canada permits a floating exchange rate to determine the value of the Canadian Dollar against the U.S. Dollar (US$).
Table No. 2 sets forth the rate of exchange for the Canadian Dollar at the end of the five most recent years ended December 31st and the most recent twelve quarters, including the average rates for the period, and the range of high and low rates for the period. Table No. 2 also sets forth the rate of exchange for the Canadian Dollar for the six most recent months, and the range of high and low rates for these periods.
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For purposes of this table, the rate of exchange means the noon buying rate in New York City for cable transfers in foreign currencies as certified for customs purposes by the Federal Reserve Bank of New York. The table sets forth the number of U.S. dollars required under that formula to buy one Canadian Dollar. The average rate means the average of the exchange rates on the last day of each month during the period.
Table No. 2
Canadian Dollar/U.S. Dollar Exchange Rate
Period | Average | High | Low | Close |
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Year Ended 12/31/24 | $ 1.37 | $ 1.44 | $ 1.33 | $ 1.44 |
Year Ended 12/31/23 | 1.35 | 1.39 | 1.31 | 1.32 |
Year Ended 12/31/22 | 1.30 | 1.39 | 1.24 | 1.35 |
Year Ended 12/31/21 | 1.26 | 1.29 | 1.20 | 1.28 |
Year Ended 12/31/20 | 1.34 | 1.45 | 1.27 | 1.28 |
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Three Months Ended 12/31/24 | $ 1.41 | $ 1.44 | $ 1.35 | $ 1.44 |
Three Months Ended 9/30/24 | 1.36 | 1.39 | 1.35 | 1.35 |
Three Months Ended 6/30/24 | 1.37 | 1.38 | 1.35 | 1.37 |
Three Months Ended 3/31/24 | 1.35 | 1.36 | 1.33 | 1.35 |
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Three Months Ended 12/31/23 | $ 1.36 | $ 1.39 | $ 1.32 | $ 1.32 |
Three Months Ended 9/30/23 | 1.34 | 1.37 | 1.31 | 1.35 |
Three Months Ended 6/30/23 | 1.35 | 1.36 | 1.31 | 1.32 |
Three Months Ended 3/31/23 | 1.35 | 1.38 | 1.33 | 1.35 |
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Three Months Ended 12/31/22 | $ 1.35 | $ 1.39 | $ 1.33 | $ 1.35 |
Three Months Ended 9/30/22 | 1.32 | 1.38 | 1.27 | 1.38 |
Three Months Ended 6/30/22 | 1.28 | 1.31 | 1.25 | 1.29 |
Three Months Ended 3/31/22 | 1.26 | 1.30 | 1.24 | 1.25 |
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April 2025 |
| $ 1.43 | $ 1.38 | $ 1.38 |
March 2025 |
| 1.45 | 1.43 | 1.44 |
February 2025 |
| 1.46 | 1.42 | 1.44 |
January 2025 |
| 1.45 | 1.43 | 1.45 |
December 2024 |
| 1.44 | 1.40 | 1.44 |
November 2024 |
| 1.41 | 1.39 | 1.40 |
The Exchange Rate was $1.38 on April 30, 2025.
Forward Looking Statements
Certain Statements presented herein are forward-looking statements which may include conclusions of prefeasibility and feasibility studies, estimates of future production, capital and operating costs, prices of silver and gold and other known and unknown risks. These and other factors and uncertainties may cause material differences from future results as expressed or implied by these forward-looking statements. These risks, uncertainties and other factors include but are not limited to the risks involved in the exploration, development and mining business.
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Statement of Capitalization and Indebtedness
Not Applicable
Risk Factors
An investment in the Common Shares of the Company must be considered speculative due to the nature of the Company’s business and the present stage of exploration and development of its non producing mineral properties. In particular, the following risk factors apply:
The Company Has Been Unsuccessful in its Efforts to Receive an Environmental Assessment Certificate on its Flagship Morrison Project which is Required to Proceed to the Construction and Operation of a Mine
In 2009, the Company completed its initial Environmental Assessment on the Morrison Project and submitted it to the British Columbia Environmental Assessment Office (“BCEAO”) for approval and issuance of the certificate. This certificate is required in order to apply for the various licenses and permits required to construct, operate, decommission, and reclaim a mine in British Columbia. That application for the project, as first proposed, was finally rejected in 2022 by the Province, with the statement that the Company could redesign the project and resubmit their application. The BCEAO has since advised the Company that the support of the Lake Babine Nation (“LBN”) is needed for their approval of the project. Since that time, the Company has been unsuccessful in getting the LBN to agree to meet with the Company’s representatives to discuss potential ideas that PBM has proposed to redesign the project. In 2012, the BCEAO concluded that the proposed project can be constructed, operated, maintained, and decommissioned without significant adverse biological, physical, or human health effects, including consideration of cumulative effects and that any residual effects are predicted to be of low magnitude, moderate duration, localized in geographic extent, and reversible over the long term following decommissioning. The LBN have disputed the conclusions of the environmental studies completed for the Environmental Assessment Certificate. The LBN refusal to meet has effectively given the LBN a veto over the project. The Company believes that it has no other option and is now exploring possible legal recourse against the Province and the LBN. If the Company is unsuccessful in its legal efforts, or is unable to obtain the required Environmental Assessment Certificate, the Morrison Project will be unable to advance. The Company may ultimately write-off its entire investment in the project which is currently its sole focus of operations.
Risks Associated with Mineral Exploration
The Company is Involved in the Resource Industry which is Highly Speculative and has Certain Inherent Exploration Risks which Could have an Negative Effect on the Company
Resource exploration is a speculative business, characterized by a number of significant risks including, among other things, unprofitable efforts resulting not only from the failure to discover mineral deposits but from finding mineral deposits which, though present, are insufficient in quantity and quality to return a profit from production. The marketability of minerals acquired or discovered by the Company may be affected by numerous factors which are beyond the control of the Company and which cannot be accurately predicted, such as market fluctuations, the proximity and capacity of milling facilities, mineral markets and processing equipment, and such other factors as government regulations, including regulations relating to royalties, allowable production, importing and exporting of minerals, and environment protection, the combination of which factors may result in the Company not receiving an adequate return on investment capital.
All of the Company’s Mineral Properties are at the Exploration Stage and all of the Company’s Property Expenditures May Be Lost
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The Company is currently focusing all of its efforts and funds on the Morrison Project, which is at the exploration stage. If the Company is successful in obtaining the required environmental certificates and mining permits, substantial additional work and funds will be required in order to bring the Company through the development stage. Mineral Exploration is highly risky, and most exploration properties do not contain any economic deposits of minerals. If a property is determined to not contain any economic reserves of minerals, the entire amount spent on exploration will be lost.
The Company Has Not Surveyed Any of Its Properties and the Company Could Lose Title to Its Properties
The Company has only done a preliminary legal survey of the boundaries of any of these properties, and therefore, in accordance with the laws of the jurisdictions in which these properties are situated, their existence and area could be in doubt. The Company has not obtained formal title reports on any of its properties and title may be in doubt. If title is disputed, the Company will have to defend its ownership through the courts. In the event of an adverse judgment, the Company would lose its property rights.
The Mining Industry is Highly Competitive
The Company will be required to compete in the future directly with other corporations that may have greater resources. Such corporations could outbid the Company for potential projects or produce minerals at lower costs which would have a negative effect on the Company’s operations.
Mineral Operations are Subject to Market Forces Outside of the Company’s Control
The marketability of minerals is affected by numerous factors beyond the control of the entity involved in their mining and processing. These factors include market fluctuations, government regulations relating to prices, taxes royalties, allowable production, import, exports and supply and demand. One or more of these risk elements could have an impact on costs of an operation and if significant enough, reduce the profitability of the operation and threaten its continuation.
The Company is Subject to Substantial Government Regulatory Requirements
The Company’s exploration operations are affected to varying degrees by government regulations relating to resource operations, the acquisition of land, pollution control and environmental protection, safety, production and expropriation of property. Changes in these regulations or in their application are beyond the control of the Company and may adversely affect its operations, business and results of operations. Failure to comply with the conditions set out in any permit or failure to comply with the applicable statutes and regulations may result in orders to cease or curtail operations or to install additional equipment. The Company may be required to compensate those suffering loss or damage by reason of its operating or exploration activities. Operations may be affected in varying degrees by government regulations with respect to restrictions on production, price controls, export controls, foreign exchange controls, income taxes, expropriation of property, environmental legislation and mine safety.
Currently, the Company’s Canadian properties are subject to the jurisdiction of the federal laws of Canada and the provincial laws of British Columbia.
On the Federal and Provincial level, the Company must comply with exploration permitting requirements which require sound operating and reclamation plans to be approved by the applicable government body prior to the start of exploration. Depending upon the type and extent of the exploration activities, the Company may be required to post reclamation bonds and/or assurances that the affected areas will be reclaimed. If the reclamation requires funds in addition to those already allocated, the Company could be forced to pay for the extra work and it could have a significant negative effect upon the Company’s financial position and operations.
The Company is Subject to Substantial Environmental Requirements
In connection with its operations and properties, the Company is subject to extensive and changing environmental legislation, regulation and actions. The Company cannot predict what environmental legislation,
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regulation or policy will be enacted or adopted in the future or how future laws and regulations will be administered or interpreted. The recent trend in environmental legislation and regulation generally is toward stricter standards and this trend is likely to continue in the future. The recent trend includes, without limitation, laws and regulations relating to air and water quality, mine reclamation, waste handling and disposal, the protection of certain species and the preservation of certain lands. These regulations may require obtaining permits or other authorizations for certain activities. These laws and regulations may also limit or prohibit activities on certain lands lying within wetland areas, area providing for habitat for certain species or other protected areas. Compliance with more stringent laws and regulations, as well as potentially more vigorous enforcement policies or stricter interpretation of existing laws, may necessitate significant capital outlays, may materially affect the Company’s results of operations and business, or may cause material changes or delays in the Company’s intended activities.
Currently, the Company has $123,600 on deposit as a reclamation bond for exploration work and site disturbance at the Morrison property. These allocated funds have been deposited for the benefit of the Province of British Columbia until released upon approval from the Province after all necessary reclamation work on the property has been performed. If the reclamation is more prolonged and requires funds in addition to those already allocated, Pacific Booker could be forced to pay for the extra work and it could have a significant negative impact upon the Company’s financial position and operations.
Risks Associated with Financing the Company
The Company’s auditors have Expressed a “Going Concern” Opinion.
The Company’s auditor has included a “going concern” opinion in its auditors’ report to the Company's consolidated financial statements for the fiscal year ended January 31, 2025. The qualification was included as a result of the Company having incurred losses and negative cash flows from operations since inception, and the need to obtain additional financing. If the Company is unable to meet its obligations, it will not be able to fulfill its business plan and be forced to reduce certain operations or cease operations altogether.
The Company is Likely to Require Additional Financing which Could Result in Substantial Dilution to Existing Shareholders
The Company, while engaged in the business of exploiting mineral properties, has sufficient funds to undertake its planned current exploration projects. The Company has completed a positive Full Feasibility Study at its Morrison project and will require further financing to develop the Morrison project and to place it into commercial production. The development of the Company’s mineral properties is, therefore, dependent upon the Company’s ability to obtain financing through the joint venturing of projects, debt financing, equity financing or other means. Such sources of financing may not be available on acceptable terms, if at all. Failure to obtain such financing may result in delay or indefinite postponement of exploration work on the Company’s mineral properties, as well as the possible loss of such properties. Any transaction involving the issuance of previously authorized but unissued shares of common or preferred stock, or securities convertible into common stock, could result in dilution, possibly substantial, to present and prospective holders of common stock. These financings may be on terms less favorable to the Company than those obtained previously.
The Company Has a History of Net Losses and Expects Losses to Continue for the Foreseeable Future
The Company has had a history of losses and there is no assurance that it can reach profitability in the future. The Company will require significant additional funding to meet its business objectives. Capital will need to be available to help maintain and to expand work on the Company’s Morrison Property. The Company may not be able to obtain additional financing on reasonable terms, or at all. If equity financing is required, as expected, then such financings could result in significant dilution to existing shareholders. If the Company is unable to obtain sufficient financing, the Company might have to dramatically slow exploration efforts and/or lose control
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of its projects. The Company has historically obtained the preponderance of its financing through the issuance of equity and the Company has no current plans to obtain financing through means other than equity financing.
The Company has a Deficit and a Lack of Cash Flow to Sustain Operations and Does Not Expect to Begin Receiving Operating Revenue in the Foreseeable Future
As of January 31, 2025, the end of the Company’s most recent fiscal year, the Company had a deficit of $76,986,773. None of the Company’s properties have advanced to the commercial production stage and the Company has no history of earnings or cash flow from operations. The Company has paid no dividends on its shares since incorporation and does not anticipate doing so in the foreseeable future. Historically, the only source of funds available to the company has been through the sale of its common shares. Any future additional equity financing would cause dilution to current stockholders. If the Company does not have sufficient capital for its operations, management would be forced to reduce or discontinue its activities which would likely have a negative effect on the stock price.
The effects of a global pandemic may have a negative effect on the Company’s operations and financial condition
The World Health Organization declared the novel coronavirus COVID-19 as a pandemic in March 2020. This declaration led to numerous emergency measures being instituted in many countries, including Canada. These measures included government and business closures, stay-at-home orders, and limitations placed on work and travel. The continued outbreak of COVID-19, or any other pandemic, could materially and adversely impact the Company’s operations including mineral exploration, receipt of necessary government approvals, and regulatory compliance. It may also have a negative effect on the equity and debt markets, which may make raising additional capital more difficult or not available. The full extent of such impacts is outside the Company’s control and may have a significant negative effect on the Company’s operations and financial condition.
Risks Relating to an Investment in the Securities of the Company
The Market for the Company’s Stock has Been Subject to Volume and Price Volatility which Could Negatively Affect a Shareholder’s Ability to Buy or Sell the Company’s Shares
The market for the common shares of the Company may be highly volatile for reasons both related to the performance of the Company or events pertaining to the industry (i.e., mineral price fluctuation/high production costs/accidents) as well as factors unrelated to the Company or its industry. In particular, market demand for products incorporating minerals in their manufacture fluctuates from one business cycle to the next, resulting in change of demand for the mineral and an attendant change in the price for the mineral. The Company’s common shares can be expected to be subject to volatility in both price and volume arising from market expectations, announcements and press releases regarding the Company’s business, and changes in estimates and evaluations by securities analysts or other events or factors. In recent years the securities markets in the United States and Canada have experienced a high level of price and volume volatility, and the market price of securities of many companies, particularly small-capitalization companies such as the Company, have experienced wide fluctuations that have not necessarily been related to the operations, performances, underlying asset values, or prospects of such companies. For these reasons, the shares of the Company’s common shares can also be expected to be subject to volatility resulting from purely market forces over which the Company will have no control. Further, despite the existence of a market for trading the Company’s common shares in Canada, stockholders of the Company may be unable to sell significant quantities of common shares in the public trading markets without a significant reduction in the price of the stock.
The Company Could be Deemed a Passive Foreign Investment Company Which Could have Negative Consequences for U.S. Investors
The Company could be classified as a Passive Foreign Investment Company (“PFIC”) under the United States tax code. If the Company is declared a PFIC, then owners of the Company’s Common Stock who are U.S. taxpayers generally will be required to treat any so-called "excess distribution" received on its common shares,
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or any gain realized upon a disposition of common shares, as ordinary income and to pay an interest charge on a portion of such distribution or gain, unless the taxpayer makes a qualified electing fund ("QEF") election or a mark-to-market election with respect to the Company’s shares. A U.S. taxpayer who makes a QEF election generally must report on a current basis its share of the Company’s net capital gain and ordinary earnings for any year in which the Company is classified as a PFIC, whether or not the Company distributes any amounts to its shareholders.
U.S. Investors May Not Be Able to Enforce Their Civil Liabilities Against The Company or Its Directors, Controlling Persons and Officers
It may be difficult to bring and enforce suits against the Company. The Company is a corporation incorporated in Canada under the laws of British Columbia. The majority of the Company’s directors and officers are residents of Canada and all of the Company’s assets and its subsidiaries are located outside of the United States. Consequently, it may be difficult for United States investors to effect service of process in the United States upon those directors or officers who are not residents of the United States, or to realize in the United States upon judgments of United States courts predicated upon civil liabilities under United States securities laws. There is substantial doubt whether an original action could be brought successfully in Canada against any of such persons or the Company predicated solely upon such civil liabilities under the U.S. Securities Act.
As a “Foreign Private Issuer”, the Company is Exempt from the Section 14 Proxy Rules and Section 16 of the 1934 Securities Act
The submission of proxy and annual meeting of shareholder information (prepared to Canadian standards) on Form 6-K may result is shareholders having less complete and timely data. As a Foreign Private Issuer, the Company’s officers, directors and principal shareholders are exempt from Exchange Act Section 16’s short-swing insider disclosure and profit recovery provisions. The exemption from Section 16 rules regarding sales of common shares by insiders may result in shareholders having less data.
Item 4. Information on the Company
DESCRIPTION OF BUSINESS
Introduction
The Company’s executive office is located at:
#1203-1166 Alberni Street, Vancouver, B.C. V6E 3Z3 Canada
Telephone: (604) 681-8556
Facsimile: (604) 687-5995
E-Mail: info@pacificbooker.com
Website: www.pacificbooker.com
The Contact persons in Vancouver are Ruth Swan, Chief Financial Officer, and John Plourde, President/CEO & Director.
The Company currently leases its executive offices in Vancouver. The lease covers approximately 1,260 square feet and is currently $6,511 per month. The lease is in effect until January 31, 2027, and allows for an early termination with a 6 month notice and payment of one months rent as a penalty for early termination. The premises are considered adequate for the Company’s current needs. However, the Company may seek to lease additional office space in the future to meet its requirements as it transitions into development of its mineral property.
The Company's fiscal year ends January 31st.
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The Company's common shares trade on the TSX Venture Exchange under the symbol "BKM" and over-the-counter in the United States under the symbol “PBMLF”. The Company was formerly listed on the NYSE MKT (now NYSE American) Exchange under the symbol “PBM” until its voluntary delisting on April 29, 2016.
The authorized share capital of the Company consists of 100,000,000 common shares without par value. As of January 31, 2025, the end of the most recent fiscal year, there were 16,816,969 common shares issued and outstanding.
Corporate Background
The Company was originally incorporated under the Company Act of British Columbia under the name of Booker Gold Explorations Ltd. on February 18, 1983. On February 8, 2000, the Company conducted a 1 for 5 reverse split and changed its name to Pacific Booker Minerals Inc. At the Company’s Annual General Meeting held on July 16, 2004, shareholder’s approved new Articles of Incorporation under the new British Columbia Business Corporations Act which replaced the Company Act of British Columbia.
The Company presently has no subsidiaries.
Currently, the Company conducts all of its operations Canada and all of its assets are located in Canada.
History and Development of the Business
Since inception, the Company has been involved in mineral exploration. The majority of the Company’s efforts since inception have been conducted on properties in Canada, particularly the Morrison and Hearne Hill copper/gold properties. The Company originally entered into an option agreement to earn a 100% interest in the Hearne Hill property in December, 1992, subject to a 4% Net Smelter Royalty (“NSR”). The Company met the option requirements until December 2004. During the year ended January 31, 2006, the Company wrote-off the entire capitalized value of the Hearne Hill property which totaled $7,851,288.
In October 1997, the Company optioned the adjacent Morrison Property from Noranda (which was subsequently acquired by Falconbridge Limited, which was subsequently acquired by Xstrata LLP, which was subsequently acquired by Glencore PLC.). The Noranda option agreement allowed the Company to earn a 50% interest in the Morrison Property upon the expenditure of $2,600,000 on exploration over five years and delivery of a bankable feasibility study. If Noranda decided not to proceed with development of the Morrison Property, the Company could acquire a 100% interest (subject to a 3% NSR) in the property. The Company met the expenditure requirement under the Noranda agreement.
In April 2004, the Company announced that it had signed a purchase agreement with Noranda on the Morrison property whereby Pacific Booker can acquire a 100% interest in the property by paying Noranda $3,500,000 cash over 36 months and issuing to Noranda 250,000 common shares and 250,000 warrants, as well as 250,000 additional common shares upon commencement of commercial production. The Company’s final cash payment of $1,500,000 was due to Falconbridge Ltd., the successor company to Noranda, on or before April 17, 2007. In September 2006, the final cash payment was made to Falconbridge, less a $50,000 discount for early payment.
Since the acquisition of the Morrison project in 1997, the Company has concentrated its efforts on exploring the project and initiated a Full Feasibility Study on the Morrison project in January 2004.
On March 12, 2009, the Company released the positive full Feasibility Study on the Morrison Project as completed by Wardrop Engineering Ltd. The study describes the scope, design features and financial viability of a conventional open pit mine with a 30,000 tonnes per day mill.
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On September 28, 2009, the company announced it had completed the Environmental Assessment on the Morrison Project and submitted the Application for an Environmental Assessment Certificate to the British Columbia Environmental Assessment Office ("BCEAO"). The Environmental Assessment Certificate is required to apply for the various Licenses and Permits required for the construction, operation, decommissioning and reclamation of the proposed open-pit mine at the Morrison property. On July 12, 2010, the Company announced that the BCEAO accepted for review the Company's Application for an Environmental Assessment Certificate. The Company was also notified by the BCEAO that it has met the requirements of the Section 11 Order with respect to both public and First Nations Consultation and is satisfied with the Consultation Plans proposed by the Company for the Application Review period.
On October 1, 2012, the Company announced that the Honourable Rich Coleman, British Columbia Minister of Energy, Mines and Natural Gas and Minister Responsible for Housing and Deputy Premier, and the Honourable Terry Lake, British Columbia Minister of Environment have decided to refuse to issue an Environmental Assessment Certificate for the Morrison Project as proposed. On October 30, 2012, the Company was advised by the Canadian Environmental Assessment Agency ("CEAA") that due to the refusal of the BC Environmental Assessment Certificate, the CEAA is requesting additional information regarding whether and how the Company intends to redesign the Morrison Copper/Gold Project to address the concerns identified.
On April 4, 2013, the Company announced that John J.L. Hunter, Q.C. of Hunter Litigation Chambers Law Corporation has filed a petition with the Supreme Court of British Columbia on behalf of Pacific Booker Minerals Inc. to set aside the decision in late September 2012 of the Minister of the Environment and the Minister of Energy, Mines, and Natural Gas to deny Pacific Booker Mineral Inc.’s application for an Environmental Assessment Certificate in connection with the Company’s proposal to construct and operate an open pit copper/gold mine on the Morrison Project. The petition is seeking the following relief: a.) an order in the nature of certiorari quashing and setting aside the decision made in late September 2012 of the Minister of the Environment and the Minister of Energy, Mines, and Natural Gas to deny Pacific Booker’s application for an Environmental Assessment Certificate in connection with the Company’s proposal to construct and operate an open pit copper/gold mine near Morrison Lake in north-central British Columbia; b.) an order remitting the Company’s application for a Certificate to the Ministers for reconsideration with directions from the Court; c.) costs; and d.) such further and other relief as this Court considers just and appropriate.
On May 1, 2013, the Company announced that it had received a request to its counsel from the Ministry of Justice for a period of time to respond to the Supreme Court of British Columbia petition. The Company has agreed to May 31st as the date by which the Ministry of Justice is to respond. The parties have also agreed to a hearing date in July.
On August 14, 2013, the Company announced that the hearing in the British Columbia Supreme Court regarding its challenge of the decision to turn down the proposed Morrison Copper/Gold Mine, announced by the provincial government on October 1st of last year, had concluded. The hearing was before Justice Kenneth Affleck, Q.C. and lasted two and a half days. During the hearing, oral submissions were made by lawyers for the Company, for the Government, for the Lake Babine Nation, and for the Hereditary Chiefs of the Gitxsan Nation. The Company is seeking an order setting aside the government's decision and remitting it back to the government for reconsideration. At the conclusion of the hearing, Justice Affleck reserved judgment.
On December 9, 2013, the Company announced that the British Columbia Supreme Court released the Judgement regarding the Company’s challenge of the decision by the Provincial Government to turn down the proposed Morrison Copper/Gold Mine, announced by the provincial government on October 1st of last year. Justice Affleck ruled that: “The petitioner is entitled to a declaration that the executive director’s referral of the application for a certificate to the ministers and the ministers’ decision refusing to issue the certificate failed to comport with the requirements of procedural fairness. There will be an order in the nature of certiorari quashing
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and setting aside the ministers’ decision and an order remitting the petitioner’s application for a certificate to the ministers for reconsideration. The petitioner is entitled to costs.”
On January 13, 2014, the Company announced that the 30 day period for the BC Government to challenge the December 9, 2013 BC Supreme Court decision has ended without challenge from the BC Government. The Company and the interveners will be entitled to be provided with a copy of the recommendations, if any, sent to the Ministers and will be entitled to provide a written response to the recommendations in advance of a further decision.
On March 12, 2014, the Company announced that it had submitted a response to the letter from the Associate Deputy Minister and Executive Director of the BC Environmental Assessment Office (“EAO”), Doug Caul, dated January 24, 2014, regarding the opportunity for Pacific Booker to respond to the updated version of the September 20, 2012 Recommendations of the Executive Director report in regards to the Company’s application for an Environmental Assessment Certificate. At the request of the Company, Klohn Crippen Berger (“KCB”) prepared a report that clarifies the remaining concerns of the EAO regarding the Morrison Copper/Gold Project. This information should allow the EAO and the Ministers to make an informed decision with respect to supporting the EAO Conclusion that “EAO is satisfied that the Assessment process has adequately identified and addressed the potential adverse environmental, economic, social, heritage and health effects of the proposed Project, having regard to the successful implementation of the conditions and the mitigation measures set out in Schedule B to the draft EA Certificate”.
On May 23, 2014 the Company’s response to the Working Group comments was submitted to the BC Environmental Assessment Office (“BCEAO”).
On July 4, 2014, the Company’s application for the Environmental Assessment Certificate for the Morrison Copper/Gold Mine Project was referred to the Minister of Environment and the Minister of Energy and Mines for reconsideration.
On August 19, 2014, the environmental assessment of the Morrison Copper/Gold project was suspended by the Honourable Mary Polak, Minister of Environment, pending the outcome of the Independent Expert Engineering Investigation and Review Panel in relation to the tailings dam breach at the Mt. Polley mine. Mt. Polley, operated by Imperial Metals and unrelated to Pacific Booker Minerals, is an open pit copper/gold mine with a developing underground project located in south-central British Columbia. Under the BC Environmental Assessment Act (“EAA”), the Minister of Environment can suspend an assessment until the outcome of any investigation, inquiry, hearing or other process that is being conducted by the Government of British Columbia and is material to the assessment.
In February 2015, the Company was provided an opportunity to provide comments on the Mount Polley Investigation and Report in relation to the Morrison project, with the comments to be received by March 20, 2015. The Company submitted a report, prepared by Harvey McLeod of Klohn Crippen Berger Ltd., to the BC Environmental Assessment Office, the Ministry of Energy and Mines and the Ministry of Environment in response to the Mount Polley Independent Technical Review Board Panel Report Recommendations in regards to the Mount Polley TSF Failure. The report continues to support KCB’s opinion that the Project has been designed using Best Available Practices and can be safely constructed, operated, and closed to protect the environment. It also states that the design of the Morrison Tailings Storage Facility (“TSF”) uses Best Available Technologies that are appropriate for the site conditions.
On April 17, 2015, 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 BC Government’s e-PIC site. Klohn Crippen Berger Ltd will prepare a response to the comments before the May 8th deadline.
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On May 8, 2015, the Company submitted a response to the BC Environmental Assessment Office, the Ministry of Environment and the Ministry of Energy and Mines in response to the Aboriginal groups’ comments on both the Mount Polley Independent Technical Review Board Panel Report Recommendations and Pacific Booker’s response to the Report. The response included a letter, prepared by Harvey McLeod of Klohn Crippen Berger Ltd., which addresses the points raised in the April 2015 letters from the First Nations.
On July 8, 2015, the Company announced that the Minister of Environment and the Minister of Energy and Mines have made a decision under Section 17(3)(c) of the Environmental Assessment Act regarding the application that the Company has made for an Environmental Assessment Certificate for the proposed Morrison Copper/Gold Project and have ordered that the Morrison Project undergo further assessment.
On December 23, 2015, the Company submitted a response document to the July 2015 decision by the Minister of Environment and Minister of Energy and Mines that the Morrison Project undergo further assessment. The document has been acknowledged as received by Kevin Jardine, Associate Deputy Minister, Environmental Assessment Office.
On February 7, 2022, the Company was informed by British Columbia that George Heyman, Minister of Environment and Climate Change Strategy, and Bruce Ralston, Minister of Energy, Mines and Low Carbon Innovation, had decided to deny the Company an Environmental Assessment Certificate (“EAC”) which would permit construction of the proposed mine at the Morrison Project. However, the Company has been advised that the Environmental Assessment Act allows the Company to submit another proposal based on a new project design in the future. The Company is currently investigating ways to improve the project in relation to the perceived environmental impact and will be consulting with the technical individuals and firms that assisted with the preparation of the original design plan.
In May 2024, the Company announced that all attempts to meet with the current leadership of the Lake Babine Nation (“LBN”), the closest indigenous people to the Company’s Morrison Project, have been unsuccessful. Officials in the BC Environmental Assessment Office have informed the Company that a new application would not be considered unless it was actively supported by the LBN. The Company believes it has exhausted all options to place the Morrison Project into production and is left with exploring all avenues of legal recourse against the Province and the LBN.
Business Overview
All of the Company’s mineral operations are located in Canada. The Company and all of its properties are at the exploration stage. Currently, the Company is evaluating improvements to the project design to submit a revised Environmental Assessment to the British Columbia Government under the EAC review process. The Company intends to continue to proceed with development of a mine at Morrison once the required permits are received.
Operations are not seasonal as the Company can conduct certain types of work at its properties year-round. To date, the Company’s revenue has been limited to interest on its cash balances and therefore it is not currently dependent upon market prices for its operations, nor is it dependent upon any patents, licenses or manufacturing processes. The Company’s operations are dependent upon mining exploration rights and claims as well as the terms of option and/or joint venture agreements on those properties. Please see the individual property descriptions below for the details of each of the Company’s mineral exploration projects.
The mineral operations of the Company are subject to regulation by several government agencies at the Federal, Provincial and local levels. These regulations are well documented and a fundamental aspect of operations for any resource company in Canada. Management believes it is in compliance with all current requirements and does not anticipate any significant changes to these regulations which will have a material effect on the Company’s operations.
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Mineral Properties
The Company currently operates in the mineral exploration sector. All of the Company’s properties are located in British Columbia, Canada and are at the exploration stage. Currently, the Company’s only active project is the Morrison project in British Columbia. The individual mineral properties are described below.
Morrison Project
The Morrison Project is a copper/gold exploration project covering an area of approximately 941.67 hectares in British Columbia, Canada. Morrison is subject to a purchase agreement between the Company and Glencore where the Company can acquire a 100% interest in the Morrison property. Under the acquisition agreement, the Company has made all the required cash payments to Glencore (previously Falconbridge) and is only required to issue Glencore 250,000 additional common shares upon commencement of commercial production.
The project is currently at the exploration stage. In February 2022, the Company was informed that, - following a decision by George Heyman, British Columbia’s Minister of Environment and Climate Change Strategy, and Bruce Ralston, Minister of Energy, Mines and Low Carbon Innovation, an Environmental Assessment Certificate (EAC) would not be issued by the Government of British Columbia for the construction of a mine at the Morrison Project. The Company may, however, submit an application for a new EAC and is currently studying ways to improve the project in relation to the perceived environmental impact.
Location and Access
The project is located in the Omineca District approximately 65 kilometers northeast of the town of Smithers in the Babine Lake region of north-central portion of British Columbia, Canada. The project lies 30 kilometers north of the town of Granisle which was originally built to service several mines in the area. Access is via paved British Columbia Provincial Highway 321 from Topley to Granisle to Michelle Bay, then by barge across Babine Lake to Nosebay. A network of logging roads provides access to the Morrison Project approximately 38 kilometers from the barge landing.
Mineral Claims and Land Title
The Morrison Property consists of various mineral claims which were formerly held as mining leases but reverted back to claim status in 2021. Due to the current uncertainties and the cost of maintaining the title to all of the currently held claims, PBM has decided to reduce its mineral titles to the claim that contains the orebody. If the right to develop the mine is obtained, surface rights for the necessary infrastructure can be acquired. With the exception of the claims that are being abandoned, the claims are all currently in good standing, with the significant claim having an expiry date of May 2025. The claims may be extended each year either by providing proof of the required exploration expenditures or payments to the Province of British Columbia under the following schedule:
Work Requirement:
·$5 per hectare for anniversary years 1 and 2;
·$10 per hectare for anniversary years 3 and 4;
·$15 per hectare for anniversary years 5 and 6; and
·$20 per hectare for subsequent anniversary years
Cash-in-lieu of work:
·$10 per hectare for anniversary years 1 and 2;
·$20 per hectare for anniversary years 3 and 4;
·$30 per hectare for anniversary years 5 and 6; and
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·$40 per hectare for subsequent anniversary years
The Company originally acquired the Morrison Property from Falconbridge Ltd. All of the required cash payments under the agreement have been paid. Upon commencement of commercial production, the Company must issue 250,000 common shares to Falconbridge.
Although the project lies within the traditional Lake Babine First Nations region, the project area is not under any native claim, nor is any claim anticipated based upon currently available information. The Company has endeavored to appraise the Lake Babine First Nations on its planning and results of its studies, including environmental, wildlife, and fish studies.
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How Acquired
The Company originally signed an agreement with Noranda Mining and Exploration Inc. (“Noranda”) dated October 22, 1997 regarding the underlying claims. Under the agreement, Pacific Booker can earn a 50% interest in the Morrison claims by spending $2,600,000 over a period of five years and delivery of a bankable feasibility study by October 31, 2003. If Pacific Booker has met the expenditure requirement, Noranda may, under the agreement and upon receipt of a written request from Pacific Booker, extend the date for completion and delivery of the bankable feasibility study for up to an additional two years. The agreement with Noranda also allowed the Company to recover from Noranda 15% of its total exploration expenditures on the Morrison Property in order to offset additional overhead and administration costs associated with financing and administration of the exploration program.
In April 2004, the Company announced that it had signed a new purchase agreement with Noranda Inc. (now Glencore) regarding the Morrison Property which would replace the original agreement signed in October 1997 as described above. Under the agreement, the Company would acquire a 100% interest in the project from Noranda in exchange for the payment of $3,500,000 cash and issuance of 250,000 common shares and 250,000 common share purchase warrants under the following schedule:
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|
Cash Amount | Due Date of Payment |
|
|
$1,000,000 | Within 60 days of signing the Agreement (Paid) |
$1,000,000 | 18 months from the date of the signing of the Agreement (Paid) |
$1,500,000 | 36 months from the date of the signing of the Agreement (Paid) |
Upon Commencement of any commercial production from the property, the Company must issue to Falconbridge an additional 250,000 common shares. If at the time of issuance, the Company’s common share price is below $4.00 per share, the Company is obligated to pay, in cash, the difference between $1,000,000 and the value of the 250,000 common shares issued. This amount is figured by the average trading price which is less than $4.00 per share multiplied by 250,000 common shares.
If the Company is unable to comply with the terms of the above agreement, it will be required to execute a re-transfer of its interest in the project to Falconbridge which would result in Falconbridge holding a 100% interest in the Morrison claims.
The final cash payment of $1,500,000 was due to Falconbridge on or before April 19, 2007. In September 2006, the Company satisfied this payment by paying Falconbridge $1,450,000 after negotiating a $50,000 early payment discount. In addition to the cash payments, the Company issued 250,000 common shares and 250,000 warrants exercisable until June 5, 2006 at an exercise price of $4.05.
During 2005, Noranda amalgamated with Falconbridge and continued as Falconbridge Limited. In August 2006, Falconbridge was acquired by Xstrata Plc. In May 2013, Xstrata was acquired by Glencore PLC. There were no changes to the Company’s agreement with Noranda/Falconbridge/Xstrata/Glencore as a result of either merger.
Regional Geology
The properties are situated on the northern edge of the Skeena Arch in a region underlain by volcanic, clastic and epiclastic rocks. This sequence of rocks has been cut by a northwest trending series of faults that have created a long linear sequence of horsts and grabens. The rocks have been intruded by a variety of intermediate to felsic stocks, plugs and dykes of Eocene age.
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During the Tertiary-Eocene period, Biotite Feldspar Porphyry (“BFP”) plugs and stocks of the Babine Igneous Suite were emplaced along major faults in a continental magmatic arc. Porphyry copper deposits in the area are temporally and spatially associated with the Babine Igneous Suite intrusions.
Property Geology
The Morrison copper-gold porphyry deposit is an elongated 600 by 1,500 m long northwesterly-trending deposit. The main BFP pluton at Morrison is a faulted plug, with nearly vertical contacts, which occupies a northwesterly oriented elliptical area. The Morrison plug is known to contain a large number of phases of BFP. There are numerous offshoots of the plug, many of which are northerly trending dykes or sills. The offshoots vary in width from less than 1 meter to greater than 500 meters.
The mineralization at Morrison occupies the central part of a major graben that is a component of the regional northwesterly trending block-fault system of the Babine area. The western bounding fault is believed to be along Morrison Lake, and the eastern fault is about 0.8 kilometers east of the property. The most prominent structure at Morrison is the north-northwest trending East Fault, which bisects the BFP plug and copper zone. The Morrison copper zone conforms to the shape of the BHP plug and is disrupted by the East and West faults. The copper zone is defined by external and internal boundaries that mark the limits of lithologic units with copper content consistently greater than 0.2% copper. In most places, the external boundary is relatively sharp and copper content declines outward to less than 0.1% copper within about 40 meters. The low-grade core averages between 0.15-0.2% copper. All copper sulphides are primary, with chalcopyrite the main copper-bearing mineral. A pyrite halo is developed in the chlorite-carbonate altered wallrock that spatially bounds the copper zone. Copper mineralization is weakly developed in the pyrite halo.
Current Infrastructure
Only minimal facilities currently exist on the property. Smaller buildings are on site, including a permanent core shack. Most exploration supplies are brought in via barge across Babine Lake and stored on site for the duration of the exploration program. Access from the barge landing to the camp and the exploration area is by heavy logging road. This network of logging roads is maintained by Canfor, a separate company that has logging rights over the area, including the Company’s property.
Water is available from the lakes and watercourses adjacent to the property. This water can be used for both potable and process water. A large source of electrical power is not currently available on the project site. An existing BC Hydro substation is located on the west side of Babine Lake near Granisle Township. An existing 138 kV line served the Bell mine site south of the property. In June 2008, the Company confirmed the availability of power from the Bell mine electrical facility which is now energized at 25 kV and can be re-energized to its design voltage. A new 24.7 km 138 kV overhead line will be constructed to link from the former Bell mine site to the proposed Morrison mine site substation. BC Hydro has completed a study regarding the system load for the new line.
The economy of the region is based upon resource production, primarily mining and logging. The town of Granisle on Babine Lake was built to support the mines in the area, and offers housing and basic support services. An experienced workforce lives in the area of the property, and it is anticipated that most would commute to the property daily via barge or boat.
Previous Exploration History
The Morrison Lake area was first explored for minerals in the early 1960’s. Regional stream sediment sampling in 1962 by Noranda Exploration Ltd. led to the discovery of the Morrison deposit in 1963. Between 1963 and 1973, Noranda conducted exploration at Morrison and drilled 95 diamond holes. By 1968, a sub-economic copper deposit had been outlined at Morrison that consisted of two zones. The zones are immediately northwest
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and southeast of a small central pond, and their positions correspond closely to strong geochemical and magnetic anomalies. Geological mapping done in 1963 and 1967 indicated the possibility that the two zones might be part of a single faulted deposit. Drilling in 1970 to test the central areas succeeded in joining the portions of the faulted copper zone. In total, Noranda drilled 95 diamond drill holes totaling 13,893 meters.
Following the completion of the 1973 drill program, Noranda conducted no further field work at Morrison, although pit design studies were conducted in 1988 and 1990 in order to determine if the deposit could economically supply feed to the operating mill at its Bell Mine located approximately 15 kilometers south. Noranda determined that the deposit would not be economical to mine and process at Bell at that time.
Prior Exploration by Pacific Booker
The Company acquired an option to acquire the Morrison property in 1997. The Company initiated Phase I exploration shortly after finalizing the option agreement. Work including a property wide geochemical survey, trenching, mapping, and diamond drilling was conducted from 1997 to July 2000. Eleven diamond drill holes of large size NQ core totaling 3,818 meters were used to confirm and validate Noranda’s previous work as well as to test and define the mineralization at depth. Based upon the results of the Phase 1 program, the Company initiated Phase 2 of exploration, which included the drilling of 13 additional diamond drill holes totaling 3,181 in order define the configuration and potential economic limits of the deposit. The Company also completed an IP survey over the northwest sector of the deposit area to search for possible extensions to the known deposit and to possibly define the boundary between the copper zone and the pyrite halo.
In 2001, the Company initiated Phase III exploration at Morrison. The program was designed to delineate the deposit both laterally and to depth by completing a series of diamond drill holes at 60-meter centers. The program was also designed to determine the copper and gold distribution of the deposit and identify potentially higher grade zones of mineralization in order to complete a resource study of the deposit and provide data for a full feasibility study. From June 2001 to July 2002, the Company drilled 58 holes totaling 15,284 meters. The review of the prior work conducted by Noranda as well as the 3 exploration phases conducted by Pacific Booker has allowed the Company to identify three main zones of mineralization for the deposit. These are the Central, Southeast and Northwest Zones.
The Central Zone forms the main segment of the Morrison deposit. It is largely bounded by the East and West Faults with part of the southwesterly margin of the zone conforming to the transitional contact with the pyrite halo. The Phase III drilling defined and confirmed three significant copper-gold mineralization domains within the Central Zone. Drilling has confirmed the dimensions, configuration and continuity of higher grade copper and gold domains within the Central Zone.
The Southeast Zone occurs as a 300 m wide semi-circular-shaped zone east of the East Fault. The copper-gold mineralization abruptly weakens along the eastern margin where it transitionally changes to the pyrite halo style of mineralization. The zone remains open to the south.
The Northwest Zone is interpreted as an apparent faulted off-set of the Central Zone and lies west of the West Fault and is bounded by the pyrite halo to the west. The zone is 75 by 400 meters long and drilling to date extends the zone to a depth of 170 meters.
Several areas of mineralization at the Morrison deposit remain open and require additional drilling to test for extensions or further definition. These include southern and southeastern portions of the deposit, where mineralization remains open and the boundaries of the copper/gold mineralization remain undefined; and at depth, where drill hole MO-99-04, the deepest drilled on the property to date, ended in mineralization at a depth of 454.46 meters. There are also several areas of interest on the property around the main Morrison deposit which have also been identified for drilling to test for possible satalitic mineralization, particularly to the northwest and southeast of the known mineralization.
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The Phase III drill program totaled 82 holes of about 23,000 meters which succeeded in substantially delineating the Morrison deposit. The Company engaged SNC Lavalin of Toronto, Ontario, to prepare a scoping study for Morrison which included a geostatistical block model and a resource estimate. Snowden Mining Industry Consultants of Vancouver, British Columbia was engaged to incorporate SNC’s work into generating optimized pit designs and manual geological polygonal block models for further developing resource estimates for the Morrison deposit. Snowden completed and delivered its report to Booker’s management in early May 2003.
Upon receipt of the Snowden Resource Estimation and Preliminary Pit Optimisation Study, Booker initiated a Feasibility Study on the Morrison property. In December 2003, the company engaged Beacon Hill Consultants to prepare a full feasibility study on the Morrison project. The Study includes geotechnical, waste management and environmental studies, as well as studying potential waste and tailings sites. The feasibility study will also include a further 4000 meters of drilling to obtained geotechnical data as well as further delineate the higher grade mineralization in the central copper zone, explore mineralization to the south-east and close off the deposit to the north and south. In September 2003, the Company released assay results from 5 holes drilled along the known northern limits of the Morrison deposit and which management believes has successfully closed off the northern edge of the deposit.
Beacon Hill completed a draft of a Preliminary Assessment Report on the feasibility of the claims and continued the work to bring the draft report to the Final Feasibility Report. During the second half of 2004, work at the property site was primarily composed of environmental studies, including surface water quality sampling and flow rate monitoring, fish habitat studies, acid-rock drainage potential, and wildlife impact studies.
Fieldwork resumed in January 2005 after a winter break. 4 large (PQ) diameter drill holes totaling 700 meters were drilled as part of the metallurgical test program. These holes were twinned from smaller holes drilled between 1998 and 2002 and were designed to obtain representative bulk samples of potential mill feed material. Process Research Associates of Vancouver was retained to conduct the material test program including comminution and flotation tests on these samples in order to determine an optimal ore treatment process. The testwork indicated the metallurgy of the deposit was relatively straightforward and used to construct a metallurgical database as part of the criteria to determine potential mining and resource estimates.
The design criteria will also be used to develop preliminary capital and operating cost estimates at a range of potential rates of tonnes mined to enable optimization of the proposed mine. These cost estimates are critical components of establishing a mine cut-off grade, optimized mill throughput and the overall mining plan. Following the review of the optimization studies, design activities for the mill and concentrator plant will proceed. Core from the metallurgical drill holes are also used for Acid Rock draining studies. Waste rock intersected in two holes is being used in humidity cell tests, which are used to determine the long term effects of the environment on the waste rock materials in regards to future potential environmental impact.
Environmental baseline studies continued for Surface Water Hydrology, Groundwater Hydrology, Wildlife and Wildlife Habitat, Fisheries and Aquatic Habitat, Trace Metals in Vegetation and Acid Rock Drainage studies. Digital water pressure monitors were installed in three drill holes for modeling pit hydrogeology, and static groundwater monitoring in old drill holes is continuing in order to test for seasonal changes in water levels. A Preliminary Hydrology Report was submitted which is also to be used for the planning and design of the mine infrastructure and facilities.
A drill program was completed during the winter of 2005 to finalize ore delineation and to determine geo-technical criteria for the design of the pit. Detailed design of the pit and updated mineral resource estimates will be completed which incorporate the drilling results. On October 14, 2005, a “Draft Terms of Reference” document was developed and submitted to the British Columbia Environmental Assessment Office (“BCEAO”) for an Application for an Environmental Assessment Certificate for the construction, operation, maintenance, decommissioning and reclamation of an open-pit mine on the Morrison property. The final “Terms of
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Reference” document was developed in consultation with government agencies, First Nations, and the public. A revised Project Description was also submitted to the British Columbia Environmental Assessment Office.
A geotechnical investigations program was completed on the proposed open pit. The main purpose of the site investigation program was to collect the geotechnical information for the open pit slope design for the feasibility study. Seven oriented core drill holes were drilled to provide geotechnical information for the rock mass in the vicinity of the proposed final pit walls and to intersect the major structures that were identified in previous investigations. In addition to detailed geotechnical logging, core sample collection and packer permeability tests were completed on the drill holes. Laboratory test work on selected samples included point load tests, unconfined compressive strength tests and direct shear tests. Detailed geotechnical logs were compiled along with the field and laboratory tests results to establish a complete geotechnical database for the open pit area.
The geotechnical drill program commenced on the proposed waste management site and plant site included drilling 14 short geotechnical and condemnation drill holes, and 35 test pits. The purpose of the drill holes is to test the foundations of the waste retaining dam, to test the foundations for the plant site, and to monitor ground water. Standard Penetrometer Testing (“SPT”) was used for overburden intervals and Packer Testing for rock foundations. Soil samples for laboratory geotechnical tests were collected from the SPT process. The primary purpose of the test pits is to test waste dam, plant site and waste conveyor foundation and slope stability. Another purpose of the test pits is to determine locations of potential construction material, i.e., till, sand, or gravel. One geotechnical drill hole was drilled in the proposed open pit to monitor groundwater quality in the mineralized zone and two drill holes were drilled downstream of the waste management site to monitor groundwater quality.
During fiscal 2007, work continued on the full Feasibility Study. The following consulting firms have been retained to perform these specific work programs as part of the Feasibility Study.
·Wardrop Engineering Inc – to complete the Feasibility Study.
·Geo-Sim Services Inc – to update the NI43-101 compliant Resource Estimate.
·Nilsson Mine Services – to update the Open Pit Optimization and schedule.
·Rescan Environmental Services Ltd. – to complete the Environmental Assessment.
·SGS Canada Inc. – to complete the grinding and floatation test work and circuit design.
·Klohn Crippen Burger Ltd. – to complete the Geotechnical Engineering and Design for tailings and waste rock management, surface water management and infrastructure foundation design.
During fiscal 2007, work on the project included:
·Commenced work on the Open Pit Optimization. This work includes mine plan, resource reserves, mill size, equipment requirements, equipment costs, and haulage costs.
·Feasibility level Open Pit Geo-technical investigations, to provide the geo-technical information required for the feasibility level open pit slope design;
·Feasibility level Open Pit Slope Design, to determine the steepest practical slope angles for the open pit mine;
·Waste Management Site and Plant Site Geo-technical Investigations, to provide geo-technical information for the design of the Waste Management Facility and the proposed plant.
·Completed a waste management site alternative study.
·Geo-chemical analysis of geologic samples for Acid Base Accounting and assaying of samples for molybdenum.
·Commenced with metallurgical (grindability) testing.
·Additional Environmental Baseline Studies.
·Continued to develop the Decommissioning, Reclamation, and Closure Plan.
·Continued work to complete an NI 43-101 compliant Resource Estimate.
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In April 2007, the updated Resource Estimate for the Morrison project was completed by Geosim Services Ltd. and filed. The estimate was prepared using a cut-off grade of 0.3% Equivalent Copper. The copper equivalent was calculated using relative recovery and metal prices of $1.78/lb copper, $465/oz gold, and $10/lb molybdenum. Composited intervals from 98 drill holes representing 22,982 meters of core were used in the block model estimation. Block size was 20x20x12 meters and grade estimation was carried out by the ordinary kriging using 6-meter downhole drill composites. Gold grades were capped at 1.5 g/t prior to compositing.
Sample Protocols
All project samples are covered under a quality control program which commenced in the Phase II program beginning with drill hole Mo-00-17. There was no systematic quality control program implemented for samples from the first 16 drill hole samples.
All drill core is delivered to the core shack by the diamond drillers at the end of each shift. The core shack is a permanent, insulated and locking structure. All drill core is photographed prior to any disruption by geologists and geotechnicians before logging. Detailed core logs are compiled in 3.05 meter intervals. All core is split with a diamond saw into two halves. The first half is packaged and bagged and tagged in plastic bags for shipment to the laboratory, and the second half is replaced in the core box for reference and storage in the core shack.
Samples are organized into 20-sample batches with inclusion of quality control samples into the sample sequence of each batch. The suite of 17 core samples in the batch are complemented with one Booker Standard prepared by CDN Resource Laboratories of Delta, B.C., one Blank Standard from barren Morrison drill core, and one certified reference standard from Rocklabs Ltd. in Auckland, New Zealand in every second sample batch. One sample in the batch is prepared as a duplicate. The sample batches are transported by Company personnel to a shipping point where they are carried by private trucking company to independent certified assay laboratories. Check assays are submitted to a separate independent assay laboratory.
All of the Company’s work on the property is supervised by a Qualified Person as defined under National Instrument 43-101 in Canada. National Instrument 43-101 is a set of rules developed and administered by the Canadian securities regulators to govern how Canadian resource companies handle and disclose technical information regarding their mineral project operations to the general public. It requires all disclosure be based on advice by a “Qualified Person”, which is defined as an individual that is an engineer or geoscientist with at least 5 years of experience in mineral exploration, mine development or operation or mineral project assessment; has experience relevant to the mineral project and technical report; and is a member in good standing of a relevant professional association.
Work on the full Feasibility Study and the environmental assessment continued during Fiscal 2008. The environmental assessment will be used to apply for a mining permit for the construction, operation and maintenance, and decommissioning and reclamation of an open-pit mine on the property. On January 18, 2008, a Section 11 Order under the BC Environmental Assessment Act was issued to the Company, which permits the Company to conduct a formal environmental assessment in support of the Morrison Project Permit to construct application.
A Geotechnical and Hydrogeology Drill program was completed, as 15 geotechnical and 16 water monitoring holes were drilled in the proposed impoundment area, the open pit, and the plant site. This concluded the fieldwork, although environmental monitoring continued.
Wardrop Engineering completed a Trade-off Study to evaluate the application of High Pressure Grinding Rolls (“HGPR”) as an alternative technology to the conventional semi-autogenous milling process for the project. The results of the Study indicate the application of HPGR would result in significant operating costs savings amounting to more than 23%, including the reduction of power of 3.67 megawatts, or $0.08/t, and reduction of consumables of $0.59/t. As a result, HGPR was incorporated into the project design.
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Floatation and grinding testwork was completed by SGS Canada. The testing recoveries were Copper of 84.4%, Molybdenum of 79%, Gold of 59.4%, and Silver of 55.6%, with a concentrate grade of 25.1%.
Work on the full Feasibility Study and the environmental assessment continued during Fiscal 2009 and was completed early in Fiscal 2010. Nilsson Mine Services finalized the mine plan based on the four year trailing average metal prices of Copper $2.75, Gold $658.32 and Molybdenum $29.23, resource reserves, haulage costs, and pit optimization. As a result of the increase in the mineable reserve, the plan for disposal of Waste Rock (PAG/NAG) was revised. Also required was a Geotechnical, Hydrogeology and Condemnation Drill program; and test-pitting program, including : the drilling of four geotechnical and six water monitoring drill holes in the proposed plant site, waste storage and low grade ore stockpile areas; one condemnation drill hole in the plant site area; seven test-pits for soil characterization in the open pit area; and fourteen test-pits in the proposed plant site, waste rock storage, low grade ore stock pile, and over-burden storage areas; and an update of the Capital and Operating costs.
Updated Project Description was completed and submitted to British Columbia Environmental Assessment Office in September 2008.
In November 2008, the Company and the Lake Babine Nation (“LBN”) signed a Capacity Funding agreement for the LBN to participate in the Environmental Assessment and for community engagement. The Company provided the LBN with capacity funding to enable effective consultations in the environmental assessment process, as well as for developing a communications protocol.
Work on the full Feasibility Study was completed and the environmental assessment work continued during Fiscal 2010 and continued into Fiscal 2011. The Feasibility Study was completed by Wardrop Engineering Ltd., a Tetra Tech Company, on March 12, 2009. The study describes the scope, design features and financial viability of a conventional open pit mine with a 30,000 tonnes per day mill.
Cut- off grade was determined by combining mining, processing, disposal and overhead costs of the ore, as well as the Net Smelter Return ("NSR") from the concentrate produced. Estimates used include Operating Costs of CDN$8.15 per tonne milled over the life of the mine, and the overburden and waste total is 184.12 Mt for a strip ratio of 0.82:1. NSR cut-off-value is $CDN5.60/t, based upon the geo-spatial location of the ore within the mine design. The cut-off grade is determined when the cost of processing a block as ore equals the cost of handling the block as waste.
Metal prices used in the study were a four year trailing average (as of January 12, 2009) of $2.75/lb Copper, $658.32/oz Gold, and $29.23/lb Molybdenum, at an exchange rate of US$0.87. Metallurgical test-work to date has reported silver present in the concentrate, but silver was not included in the financial analysis. Recovered metal is estimated at 1.37 billion lb Cu, 658,090 oz Au and 10.05 million lb Mo. Metal recoveries are estimated at 84% Cu, 56% Au, and 50% Mo. Mine life is estimated to be 21 years, and capital costs are estimated at CDN$516.68 million (including a CDN$59.92 million contingency allocation). Pre-Income Tax Internal Rate of Return (IRR) of 20.05%, based on Net Present Value (NPV) at 8.0% discount rate is CDN$495.9M; and the Payback period on capital is 4.2 years. A copy of the Feasibility Study was filed on EDGAR under Form 6-K on April 23, 2009.
With the receipt of the positive Feasibility Study, the Company focused its efforts on permitting issues for the planned development of the Morrison project. On May 22, 2009, the British Columbia Environmental Assessment Office ("BCEAO") issued the Final Terms of Reference for an Environmental Assessment Certificate application. An Application for an Environmental Assessment Certificate was submitted by the Company to the BCEAO on September 28, 2009. The Application was evaluated to determine if the Application addressed all the items in the Application Terms of Reference. On October 27, 2009, the EAO issued a letter to the Company accompanied by a list of deficiencies in the Application itemized in a Screening Evaluation Table
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which identified information or clarification requests to be addressed by the Company for the Application to progress to the Review stage. In addition, the Company submitted Licenses and Permits, including Mining Lease (MEMPR), Crown Lease for mineral tenure 520519 (tailings storage facility) (ILMB), Statutory Right-of-Way Crown Land Tenure for a transmission line (ILMB), Occupant License to Cut for the mine site (MOFR), Special Use Permit (MOFR), Road Permits and Road Use Agreements (MOFR),and Forest License to Cut for the transmission line (MOFR), for Concurrent Review with the Application for an Environmental Assessment Certificate.
On July 14, 2009, pursuant to the Canadian Environmental Assessment Act (CEAA), Fisheries and Oceans (DFO), Natural Resources (NRCan), Transport Canada (TC) issued a Notice of Commencement to conduct a comprehensive study. The BCEAO and the Canadian Environmental Assessment Agency will coordinate their respective review processes to ensure that joint steps are undertaken wherever that can appropriately be done consistent with the Canada-British Columbia Agreement for Environmental Assessment. The Morrison Copper/Gold Project was accepted as an MPMO project by Major Project Management Office (MPMO) who oversee and track the federal review and Aboriginal engagement and consultation for major resource projects.
From January to March 2010, the Company completed a drill program around the perimeter of the proposed open pit in order to better characterize the Acid Rock Drainage and Metal Leaching ("ML-ARD") potential of waste rock and pit walls. The hydraulic conductivity of the rock and faults was also tested and the geotechnical characteristics of the rock observed. Results from the drilling indicated that waste rock and pit walls contain less pyrite than had been predicted in preliminary assessments.
In May 2010, an Addendum to address the deficiencies in the EAC Application was submitted to the BCEAO and accepted for Review in July. The BCEAO informed the Company that it had met the requirements of the Section 11 Order with respect to both public and First Nations Consultation and was satisfied with the Consultation Plans proposed by the Company for the Application Review period.
In October and November 2010, the Company responded to the comments and issues raised by the reviewers of the Application and submitted its responses in the Review Response Report.
In December 2010, the Company met with BCEAO, and Canadian Environmental Assessment Agency (“CEAA”) to discuss reviews of tracking tables (this table tracks the comments and responses to the comments raised during the review process), the Table of Commitments and the BCEAO draft Assessment Report. BCEAO requested that the Company consider changes to the project design, mainly dealing with changes to the closure phase of the project and water management. The changes were intended to significantly reduce the risk of long-term residual and cumulative effects and in the potential magnitude of effects associated with the operating and closure plan.
As per the Project Terms of Reference and Canadian legislation, the Company must devise a Fish Habitat Compensation Plan ("FHCP") to replace fish-bearing and aquatic habitat that will be lost as a result of the Project. In general, new habitat is required to replace lost habitat at a 2:1 ratio, however the submitted FHCP provides new habitat at a 3:1 ratio. The Company submitted a FHCP to DFO and EAO on December 8, 2010.
The Lake Babine Nation (“LBN”) completed a Salmon Spawning Survey in October/November 2010. The LBN also completed a study with respect to relocating the Overburden Stockpile from Morrison Point as it was considered to be a barrier to wildlife migration, potentially too close to Morrison Lake with the potential to contribute dust and drainage to the lake which would impact salmon spawning. As a result, the Overburden Stockpile was relocated inland 700 meters from Morrison Lake.
The Morrison Copper/Gold Project has been identified as a major natural resource project. The federal Major Projects Management Office ("MPMO") will track and monitor the progress of the Project through the federal EA and ensure service standards and timelines are met. On May 10, 2010, MPMO completed the Project
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Agreement and posted the document on their website: (http://www.mpmo.gc.ca/project-projet/morrison-eng.php). The Agreement describes the federal review process and outlines the key roles, responsibilities and service standards required of the Proponent and federal agencies. The federal review includes environmental assessment, regulatory reviews, aboriginal engagement and consultation activities. Federal agencies signatory to the Agreement include: Canadian Environmental Assessment Agency, Natural Resources Canada, Fisheries and Oceans Canada, Environment Canada, Transport Canada and Indian and Northern Affairs Canada.
As a result of the December 16, 2010 meeting with the BC Environmental Assessment Office (EAO), and Canadian Environmental Assessment Agency (“CEAA”) the Company proceeded with incorporating the changes into a conceptual design, which was subsequently discussed with the EAO and other reviewers in January and February 2011. Feedback from these meetings was used prepare a Review Response Report which was submitted to the EAO on March 30, 2011. The Company also submitted an Application Information Key (“AIK”) identifying the order of precedence by identifying the more current documents that take precedence over prior documents.
EDI Environmental Inc., with participation of the Lake Babine Nation, completed a Moose and Mule Deer winter survey in January 2011 to determine habitat use within the Project area during a typical winter.
As a result of comments received from the Department of Fisheries and Oceans (DFO), Canada, the Company submitted an updated Fish Habitat Compensation Plan (FHCP) to DFO and EAO on March 23, 2011.
Further comments were received from the EAO on April 15, 2011 that dealt mainly with the segregation of waste rock. The Company expanded on the waste segregation plan and submitted this plan to the EAO and CEAA for review on April 26, 2011. Additional comments from the Federal agencies, Environment Canada and Natural Resources Canada were then received on May 25, 2011.
Considering all the comments received as well as additional data acquired from field work during spring break-up, the Review Response Report Rev. 2 ("RRR Rev. 2") was submitted to the EAO on July 4, 2011 and that the Review period resumed on July 18, 2011. In August 2011, the Company responded to additional questions and provided clarification on commitments coming from the RRR Rev. 2.
In September 2011, the EAO issued copies of their draft Environmental Assessment Report to the Working Group for review. Subsequent to receiving comments from the Working Group, the EAO determined that it could not come to a conclusion regarding the significance of Project effects. The EAO, therefore, sought a 3rd party assessment of the Project effects to confirm and inform them.
In September 2011, the Company collected additional baseline and freshet data. Baseline data was collected for Streams 7, 8 and 10, Morrison Lake, Nakinilerak Lake and leach barrels for ML/ARD. An additional salmon spawning study was in process with Lake Babine Nation performing the study.
On November 13, 2011 Robertson Geoconsultants Inc. (RGC) submitted the 3rd party review on Hydrogeology and Water Quality. They concluded that no additional field work was required and that the scope of hydrogeological site characterization work completed to date may exceed baseline data collected for Environmental Assessment Certificate applications of other mining Projects in B.C. They also concluded that any uncertainties could be addressed by way of sensitivity analysis.
On November 21, 2011 Solander Ecological Research Ltd. submitted the 3rd party review of the Aquatic Resources and Fisheries. They concluded that if the proponent is able to demonstrate with reasonable confidence that seepage and effluent discharges will not exceed BC Water Quality Guidelines (BCWQGs), then only minimal fisheries work appears to be required for the Environmental Assessment, although additional work may be required for permitting. The 3rd Party Aquatic Effects review focused to a large degree on the
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requirements for potential technical studies if the water quality modeling indicated the potential for significant adverse effects on Morrison Lake.
On December 16, 2011 the Company met with the EAO, the CEAA, RGC and the Company consultants Klohn Crippen Berger Ltd. and Minesite Drainage Assessment Group to review the scope of work to address the recommendations made in the 3rd party review reports.
On December 21, 2011, the EAO requested that the Company commit to lining the TSF with a geomembrane or equivalent with a permeability of 10-10(m/s). The Company committed to lining the TSF with an engineered soil barrier and/or geo-membrane with an average permeability of 10-9m/s to limit seepage to the receiving streams and Morrison lakebed to meet water quality objectives that are protective of salmon spawning habitat and stream aquatic habitat. The water quality objectives would be developed to the satisfaction of the Permitting agencies.
On January 31, 2012, the Company submitted the 3rd Party Review Response Report, which incorporated the scope of work agreed to in the December 16, 2011 meeting. The Report was directed towards hydrogeology, water balance, geochemistry and aquatic habitat with respect to the potential for significant adverse effects on Morrison Lake; adaptive management plans that would be further developed in the detail design and permitting stage to ensure that operations will be managed to mitigate potential effects; and additional commitments to include physical lake behavior, fish populations and distribution, spawning surveys, and salmon escapement. The report also included Preliminary Proposed Water Quality Objectives (PPWQOs) to be used primarily for emergent groundwater that may surface in the Tailings Storage Facility receiving streams and the Morrison lakebed.
The 3rd Party Review Response Report was provided to RGC and the Ministry of Environment for review. In addition, the EAO commissioned Dr. Laval of the University of British Columbia (UBC) to review the results of the Lake Effects section of the 3rd Party Review Response Report completed by Dr. Lawrence of UBC.
The result of the review of the 3rd Party Review Response Report was a request by EAO to provide Tailings Storage Facility (TSF) seepage estimates for a full geo-membrane liner. In addition, the EAO commented that BCWQG are the objectives that Company should be striving to achieve, and that is the EAO’s strong first preference.
On March 19, 2012, the Company announced that it had published a Notice for an Application for a Mining Lease, as required under Section 42(1)(c) of the Mineral Tenure Act. The mineral claims subject to the mining lease application are Tenure Numbers 625123, 625143, 625183, surveyed by Mark McGladrey, BCLS, whose field notes and plans have been approved by the Surveyor General.
On April 27, 2012, the Company submitted a 3rd Party Review Response Report - Addendum 1, which provided the results of lining the TSF with a geo-membrane liner; leakage through the geo-membrane liner, geo-chemical loading in streams and emerging groundwater and Morrison Lake effects.
As a result of the Company' responses to the 3rd Party Review, the Company received a revised draft copy of the EAO’s Assessment Report. The Company completed a review of the draft assessment report and provided comments to the EAO for consideration and prepared an updated Project Description, Key Commitments (Conditions) List and Tracking Tables to accompany the EAO’s Assessment Report.
On July 9, 2012, the Company provided comments to the Canadian Environmental Assessment Agency (CEAA) on a draft Comprehensive Study Report (“CSR”).
On July 23, 2012, the Company announced that it was in receipt of a Memorandum of Understanding (MOU) with the Lake Babine Nation.
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In August 2012, the Company was informed by the BCEAO that the timing for referral to the Minister of Environment, and the Minister of Energy and Mines would take place on August 20, 2012. On August 13, 2012, the Company submitted its’ final response to the BCEAO with respect to the Environmental Assessment Application.
The referral documents, consisting of the Final Environmental Assessment Report (Schedule A, Certified Project Description and Schedule B, Table of Conditions) and the Environmental Assessment Certificate #M12-01 (to be signed by the Ministers), were submitted to the Ministers on August 21, 2012. The Company received a copy of the referral documents on August 27, 2012.
On August 29th, the Company announced that the BCEAO had completed the Review Stage of the Morrison Copper/Gold Project and submitted their referral documents to the Minister of Energy and Mines and the Minister of Environment.
On August 30, 2012, the Canadian Environmental Assessment Agency (“CEAA”) informed the Company that CEAA had received feedback from the federal departments on the draft Comprehensive Study Report (“CSR”) and was planning to have a second draft prepared for the Company's comments during the week of September 4, 2012 and advised PBM that the final public comment period would be in October 2012 with the referral to the Federal Minister of Environment in November 2012. On September 9th, PBM received an email from CEAA asking a few questions for clarification to finalize the draft CSR including a request for “environmental photo’s to use in our final report”. On September 19th, PBM received a draft of Comprehensive Study Report that concludes that the proposed Project is not likely to cause significant adverse environmental effects stating that: “The environmental effects of the Project have been determined using assessment methods and analytical tools that reflect the current best practices of impact assessment practitioners. As a result of incremental changes to the project design and additional mitigation measures and commitments applied to the Project throughout the comprehensive study process, the Agency concluded that the proposed project can be constructed, operated, maintained, and decommissioned without significant adverse effects, including consideration of cumulative effects. No significant adverse biological, physical, or human health effects are predicted. Any residual effects are predicted to be of low magnitude, moderate duration, localized in geographic extent, and reversible over the long term following decommissioning”.
CEAA requested a Commitment letter to comply with Commitments and Follow-up Program. On September 20th, PBM committed in writing to Robyn McLean, Project Manager, CEAA, our Compliance with Table of Commitments and Follow-up Program Requirements under CEAA stating categorically that PBM will comply with the environment related commitments summarized in the Table of Commitments.
On October 1, 2012, the Minister of Energy, Mines and Natural Gas, and the Minister of Environment had decided to refuse to issue an EA certificate for the Project as proposed. On October 30, 2012, the Company was advised by the CEAA that due to the refusal of the BC Environmental Assessment Certificate, CEAA was requesting additional information regarding whether and how the Company intends to redesign the Morrison Copper/Gold Project to address the concerns identified. On October 31, 2012, the Company responded to the Ministry of Environment rejection of the Company’s Application for an Environmental Assessment Certificate addressing the factors that were considered by the Ministers in reaching their decision, (as per the email from the Minister of Environment received October 1, 2012) and emailed to the appropriate ministers and posted on the Company’s website.
Between the November 1st and the end of the fiscal year, the Company provided various updates and information in regards to the Environmental Assessment process and decision.
On November 8th, the Company clarified information in regards to the Salmon population in Morrison Lake, stating that the Morrison Copper/Gold Project is not located within the Skeena River headwaters.
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On November 20th, the Company released information on the plan to line the Tailings Storage Facility.
On November 22nd, the Company commented on the Ministry of Energy and Mines (“MEM”) expressed concerns with respect to the Company’s compliance with the Provincial Metal Leaching/Acid Rock Drainage (“ML/ARD”) Policy.
On November 28th, the Company provided information on the effects of the project on the Morrison Lake Water Quality. On December 6th, the Company released information on the amount of data collected to support the Company’s understanding of Morrison Lake Water.
On December 10th, the Company provided the information that the Morrison Lake Sockeye Salmon stock was historically enhanced by the Babine Salmon Hatchery which operated from 1907 to 1936.
On December 12th, the Company released information on the dilution capacity of the Morrison Lake.
On December 19th, the Company released information on the conclusions of the Canadian Environmental Assessment Agency on the Morrison project. The BCEAO Executive Director’s report stated the position of the Federal Agencies. It summarized that “CEAA considers that the issues examined by its agencies have been addressed through project design, mitigation measures and other commitments agreed to by the Proponent. CEAA has produced a draft Comprehensive Study Report that concludes that the proposed Project is not likely to cause significant adverse environmental effects.” The CEAA draft Comprehensive Study Report, September 2012, concluded that: “The environmental effects of the Project have been determined using assessment methods and analytical tools that reflect the current best practices of impact assessment practitioners. As a result of incremental changes to the project design and additional mitigation measures and commitments applied to the Project throughout the comprehensive study process, the Agency concludes that the proposed project can be constructed, operated, maintained, and decommissioned without significant adverse effects, including consideration of cumulative effects. No significant adverse biological, physical, or human health effects are predicted. Any residual effects are predicted to be of low magnitude, moderate duration, localized in geographic extent, and reversible over the long term following decommissioning. Taking into account the above, including proposed mitigation measures and proponent commitments; the Agency concludes that the Project is not likely to cause significant adverse environmental effects.”
On January 9, 2013, the Company released some information on the extent of work completed during the Morrison Copper/Gold Project Environmental Assessment period.
On January 16th, the Company repeated the 2009 Feasibility Study Results. 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 Canadian Standards (NI 43-101). Under US standards, no reserve declaration is possible until financing and permits are acquired.
On February 13 2013, the Company announced that it had retained John J.L. Hunter, Q.C. of Hunter Litigation Chambers Law Corporation to advance litigation against the Province of British Columbia in connection with the refusal of the Government to issue an Environmental Assessment Certificate for the Morrison Copper/Gold Mine Project. On April 4th, John J.L. Hunter filed a petition with the Supreme Court of British Columbia on behalf of Pacific Booker Minerals Inc. to set aside the decision in late September 2012 of the Minister of the Environment and the Minister of Energy, Mines, and Natural Gas to deny Pacific Booker Mineral Inc.’s application for an Environmental Assessment Certificate pursuant to the Environmental Assessment Act, SBC 2002, c 43 in connection with the Company’s proposal to construct and operate an open pit copper/gold mine (the Morrison Copper/Gold Project) near Morrison Lake in north-central British Columbia. The petition is seeking the following relief: a.) an order in the nature of certiorari quashing and setting aside the decision made
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in late September 2012 of the Minister of the Environment and the Minister of Energy, Mines, and Natural Gas to deny Pacific Booker’s application for an Environmental Assessment Certificate in connection with the Company’s proposal to construct and operate an open pit copper/gold mine near Morrison Lake in north-central British Columbia; b.) an order remitting the Company’s application for a Certificate to the Ministers for reconsideration with directions from the Court; c.) costs; and d.) such further and other relief as this Court considers just and appropriate.
In March 2013, the Company, through its counsel at Hunter Litigation Chambers, filed two separate requests to the Environmental Assessment Office (“EAO”), the Ministry of the Environment (“MOE”) and the Ministry of Energy, Mines, and Natural Gas (“MEM”) to access records under the Freedom of Information and Protection of Privacy Act. The purpose of these requests was to obtain further information regarding the government's decision to deny Pacific Booker's application for an Environmental Assessment Certificate in connection with the proposed Morrison Copper/Gold Mine. The first request was for a copy of a report containing the recommendations of the Executive Director of the EAO, as submitted by the EAO to the MOE and the MEM on or about August 21, 2012 (as well as any subsequent or revised versions of the Recommendations). The EAO provided a copy of the August 21, 2012 Executive Director's Recommendations as per the request. In contrast, the MOE responded to the first request on April 8, 2013 and advised that no records were located in response to the request. Pacific Booker's second freedom of information request was for: (1) all documents submitted by the EAO to the MOE and/or the MEM between August 1, 2012 and October 1, 2012; and (2) all documents relating to the denial of Pacific Booker’s application for an environmental assessment certificate. On April 9, 2013, the MOE again advised the Company that no records were located in response to the request.
On July 18, 2013, the Company received an envelope in the mail containing what appears to be an August 13, 2012 draft of the Recommendations of the Executive Director of the Environmental Assessment Office in respect of Pacific Booker's application for an Environmental Assessment Certificate for the Morrison Copper/Gold Mine. The Company had not previously seen the draft Recommendations and was not aware that this document existed. This document was submitted to the BC Supreme Court on July 18, 2013 as Affidavit #4 of Erik A. Tornquist.
On August 7, 2013, the Company was in British Columbia Supreme Court challenging a decision announced by the provincial government on October 1, 2012 to turn down its proposed Morrison Copper/Gold Mine. The Company stated that it believes the government erred in overlooking conclusions in their own 206-page comprehensive assessment report dated August 21, 2012. That report stated that, based upon successful implementation of mitigation measures and legally-binding conditions, the Environmental Assessment Office “is satisfied that the proposed Project is not likely to have significant adverse effects.” The comprehensive assessment report also concluded that the First Nations consultation process was “carried out in good faith,” was “appropriate and reasonable in the circumstances,” and was sufficient to “maintain the honour of the Crown.” The Executive Director of the Environmental Assessment Office rejected the conclusions of his office's comprehensive assessment report and recommended that the Morrison Copper/Gold Mine not be approved. The Executive Director's recommendation was based in part on a new “risk versus benefit” test introduced after the assessment report was completed, and which the Company was not given any opportunity to address. This test was not included in the Terms of Reference established for the environmental assessment, was not applied previously to other projects and has not been consistently applied since the negative decision regarding the Morrison Copper/Gold Mine project. The Company believed this fails to meet the requirements of procedural fairness.
The Company announced on August 14, 2013, that the hearing in the British Columbia Supreme Court before Justice Kenneth Affleck, Q.C. had lasted two and a half days. During the hearing, oral submissions were made by lawyers for the Company, for the Government, for the Lake Babine Nation, and for the Hereditary Chiefs of the Gitxsan Nation. The Company is seeking an order setting aside the government's decision and remitting it back to the government for reconsideration. At the conclusion of the hearing, Justice Affleck reserved judgment.
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On August 26, 2013, the Company announced receipt of a memorandum, prepared by Klohn Crippen Berger Ltd., on geomembrane lined tailings storage facilities. The memorandum provides a summary of geomembrane lined tailings storage facilities and lists a number of projects where liners are used and where liners are incorporated into the design phase. The memorandum suggests (at least) a thousand years as the potential life of a liner that is buried below tailings (maintains a near constant moderate temperature).
On October 3, 2013, the Company clarified the bonding requirements for the Morrison Copper/Gold project. The BC Mines Act and the Health, Safety and Reclamation Code for Mines in BC require mining operations to carry out a program of environmental protection and reclamation to ensure that land, watercourses and cultural heritage resources will be returned to a safe and environmentally sound state and to an acceptable end land use upon termination of mining. The Chief Inspector of Mines has the ultimate legislative authority for all issues pertaining to the Mines Act and the Health, Safety and Reclamation Code. The amount of the bond is progressive over the life of the mine as the disturbance area increases. This bond is held until the Chief Inspector of Mines is satisfied that all reclamation requirements for the operation have been fulfilled.
On December 9, 2013, the Company announced that the British Columbia Supreme Court had released the Judgement regarding the Company’s challenge of the decision by the Provincial Government to turn down the proposed Morrison Copper/Gold Mine, announced by the provincial government on October 1st of last year. Justice Kenneth Affleck, Q.C. ruled that: “The petitioner is entitled to a declaration that the executive director’s referral of the application for a certificate to the ministers and the ministers’ decision refusing to issue the certificate failed to comport with the requirements of procedural fairness. There will be an order in the nature of certiorari quashing and setting aside the ministers’ decision and an order remitting the petitioner’s application for a certificate to the ministers for reconsideration. The petitioner is entitled to costs.”
In his decision, Justice Affleck found the administrative process which was followed, including the decision of the previous Minister of Environment and the previous Minister of Energy & Mines, “failed to comport with the requirements of procedural fairness”. In reaching this conclusion, Justice Affleck rejected arguments by the government’s lawyer that common law rules of procedural fairness do not apply to the environmental assessment process. The Court ordered that the Ministers’ decision be quashed and set aside, and ordered that the Company’s application for an environmental certificate be remitted to the current Ministers for reconsideration. This time, the Company and interveners will be entitled to be provided with a copy of the recommendations, if any, sent to the Ministers and will be entitled to provide written response to the recommendations in advance of a further decision.
On January 13, 2014, the Company announced that the 30 day period for the BC Government to challenge the December 9, 2013 BC Supreme Court decision had ended without challenge from the BC Government.
On March 12, 2014, the Company announced that it had submitted a response to the letter from the Associate Deputy Minister and Executive Director of the BC Environmental Assessment Office, Doug Caul, dated January 24, 2014, regarding the opportunity for Pacific Booker to respond to the updated version of the September 20, 2012 Recommendations of the Executive Director report in regards to the Company’s application for an Environmental Assessment Certificate.
At the request of the Company, Klohn Crippen Berger (“KCB”) prepared a report that clarifies the remaining concerns of the EAO regarding the Morrison Copper/Gold Project. This information should allow the EAO and the Ministers to make an informed decision with respect to supporting the EAO Conclusion that “EAO is satisfied that the Assessment process has adequately identified and addressed the potential adverse environmental, economic, social, heritage and health effects of the proposed Project, having regard to the successful implementation of the conditions and the mitigation measures set out in Schedule B to the draft EA Certificate”.
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The EAO’s January 24, 2014 letter outlines the key conclusions of the December 9, 2013 decision of the British Columbia Supreme Court in Pacific Booker Minerals Inc. v. British Columbia (Environment), 2013 BCSC 2258. The important elements that apply to the Company in addressing the concerns underlying the negative recommendation include:
·The rejection “failed to comport with the requirements of procedural fairness”;
·Pacific Booker should not have been prevented from “learning at least the substance of the recommendations”;
·Stipulated that: On the reconsideration, Pacific Booker and the interveners will be entitled to be provided with the Executive Director’s recommendations, if any, to the Ministers, and will be entitled to provide a written response to the recommendations.
The EAO letter also outlines the substance of the key concerns underlying the negative recommendation, which are summarized as follows:
1.“The project design provides for end-stage mitigation rather than up-front prevention of metal leaching and acid rock drainage.”
2.“The project design is based on the unproven assumption that effluent to be discharged directly into Morrison Lake would be diffused by the behaviour of the Lake.”
3.“Provincial technical reviewers expressed significant concerns about whether the proposed measure (geomembrane liner of the 5 km2) would work as modeled.”
4.“The project has the potential to result in significant long-term financial and environmental liabilities”. These aspects relate to the size of the reclamation bond and the proximity to valued fish resources.
5.“The project was opposed by Gitxsan and Gitanyow Nations and Lake Babine Nation”.
Furthermore, the Company recognizes that “the Executive Director was of the view that the Company should consider feasible design alternatives for its proposed mine”. It is the Company’s interpretation of this comment that the substance of this view is associated with the design alternative of placing potentially acid generating mine rock into the tailings storage facility (TSF) as opposed to infilling the open pit on mine closure.
In addition, the economic effects on the Province was raised as a concern as part of the Executive Director’s recommendations.
KCB believes that the Project design is protective of the environment and clarification of the rationale and the potential for environmental effects are presented within the report. To further support the assessment, three Technical Expert Opinions are included for lake modeling of water quality predictions, aquatic effects and geomembrane liners.
On March 28th, the Company was advised by letter from Associate Deputy Minister and Executive Director of the BCEAO, Doug Caul that a two-week extension (to April 25, 2014) to the deadline for the members of the Working Group to submit their responses to the response prepared by Klohn Crippen Berger and the Company. The Company was also advised that following receipt by EAO, any responses from the Working Group will be provided to the Company and the Company would have 20 days from the receipt of those comments to reply.
On April 29th, the Company was advised by letter that the second phase of the reconsideration process was complete. The Company was given until May 20, 2014 to provide a reply to any new comments or evidence by the Aboriginal groups and the Working Group and that following receipt of the reply that all parties would be contacted and provided with a outline of the process and procedure for referral to the Honourable Mary Polak, Minister of Environment and the Honourable Bill Bennett, Minister of Energy and Mines. On May 20th, the Company requested a 3 day extension (to May 23rd) to the submission date.
On May 23rd, the Company submitted its response to the Working Group comments received on April 29, 2014. The letter from the Company states “our technical response is contained in the enclosed report prepared by KCB with support from a number of Technical Experts. This letter will provide more general comments on the
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process to date and the relevant questions for your consideration.” It also states that “the Morrison Copper/Gold Project is located in a resource development area (not a protected area) within the Morice Land and Resource Management Plan, a component of British Columbia's land use strategy and signed by the BC Government in May 2007, which supports economic activities such as mining and forestry. It clearly states that mining is an encouraged economic activity in the region. Also, the Lake Babine Nation's 5-year Economic Development Plan, March 2012, supports mining within its' Traditional Territory.” The letter also commented that “The consistent theme is that the reviewers seem to want absolute certainty on all environmental matters before a Certificate can be issued. This represents a misunderstanding of the environmental assessment process and should not be allowed to influence your recommendation to the Ministers” and “many of the reviewers have taken the position that there are "uncertainties" that should lead to the denial of the Certificate. Very few things in life are absolutely certain, and decisions of this nature cannot be made on the basis of certainty but rather on the best independent scientific evidence of likelihood and consequence.” The EAO Assessment Report demonstrates that the Company's mitigation plan is sound and that there are no significant adverse effects. None of the comments by the current reviewers provide any new information to contradict this finding. PBM's Application was prepared by Qualified Professionals and the Company wishes to express a concern that some reviewers of PBM's submission to the September 2012 Reasons and Recommendation of the Executive Director may not be impartial reviewers, may not have reviewed all available documents and may not have exercised due care and attention in reviewing documents.
The letter accompanying the technical response, prepared by KCB states “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 reviewers of the Morrison Copper/Gold Project EAO Decision Response Document (KCB 2014). These comments were received from the Working Group members and associated parties. This report is provided on behalf of Pacific Booker Minerals Inc. who requested the opportunity to respond to the comments received.
On July 16th, the Company announced that PBM had received a letter from the Associate Deputy Minister and Executive Director of the BCEAO, Doug Caul, advising that the Company’s application for the EAC for the Morrison Copper/Gold Mine Project was referred to the Minister of Environment and the Minister of Energy and Mines for reconsideration on July 4, 2014. The letter stated that the 45 day timeline for a decision by the Ministers, subject to any extensions, will continue to be applied.
On August 19th, the Company announced that the Honourable Mary Polak, Minister of Environment, had suspended the environmental assessment of the Morrison Copper/Gold project pending the outcome of the Independent Expert Engineering Investigation and Review Panel in relation to the tailings dam breach at the Mt. Polley mine, which was announced on August 18th by the Minister of Energy and Mines, the Honourable Bill Bennett.
Under the BC Environmental Assessment Act (“EAA”), the Minister of Environment can suspend an assessment until the outcome of any investigation, inquiry, hearing or other process that is being conducted by the Government of British Columbia and is material to the assessment.
The Independent Review Panel Report on the investigation into the cause of the failure of the tailings storage facility (“TSF”) at the Mount Polley Mine was released on January 30, 2015. One of the seven recommendations in the report was that future permit applications for a TSF should be based on a bankable feasibility study.
On February 11, 2015, the Company announced that it had conducted geotechnical site investigations during 2006 and 2007 on the TSF (Tailings Storage Facility). The Site investigations included approximately 20 drill holes, 9.5 km of geophysical survey lines and over 15 test pits, along with geotechnical and hydrogeological testing consistent with good practice for a Feasibility Study and environmental application. In 2009, Klohn Crippen Berger prepared a Geotechnical Feasibility Study design of the tailings storage facility, mine waste
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rock dump, low grade ore stockpile, and the associated facilities. The design covered the geotechnical, water management and civil aspects of the works.
On February 26, 2015, the Company announced that it had received a letter from Doug Caul, Associate Deputy Minister, BC Environmental Assessment Office in which he provided PBM an opportunity to provide comments on the Mount Polley Investigation and Report in relation to the Morrison project by March 20, 2015. He asked that PBM focus their comments on the potential implications of the recommendations of the Report to Morrison and effects relating to its proposed tailings management facility and that it is not necessary to reiterate the submissions made previously regarding the Morrison project. Mr. Caul advised PBM that he had committed to providing that same opportunity to the Lake Babine Nation, the Gitxsan Treaty Society and the Gitanyow Hereditary Chiefs. He also stated “any materials provided by them will be forwarded to you, with a short opportunity to respond. The same opportunity to respond to your submissions will be provided to Lake Babine Nation, the Gitxsan Treaty Society and the Gitanyow Hereditary Chiefs.”
On March 23rd, the Company submitted a report to the BCEAO, the Ministry of Energy and Mines and the Ministry of Environment in response to the Mount Polley Independent Technical Review Board Panel Report Recommendations in regards to the Mount Polley Tailing Storage Facility (“TSF”) failure. The report, prepared by Harvey McLeod of Klohn Crippen Berger Ltd (“KCB”), continues to support KCB’s opinion that the Morrison project has been designed using Best Available Practices and can be safely constructed, operated, and closed to protect the environment. It also states that the design of the TSF uses Best Available Technologies that are appropriate for the site conditions. The Company’s letter and the KCB report have been posted on the Company’s website.
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 BC Government’s e-PIC site.
On May 8th, the Company submitted a response to the BC Environmental Assessment Office, the Ministry of Environment and the Ministry of Energy and Mines in response to the Aboriginal groups’ comments on both the Mount Polley Independent Technical Review Board Panel Report Recommendations and Pacific Booker’s response to the Report. The response includes a letter, prepared by Harvey McLeod of Klohn Crippen Berger Ltd., which addresses the points raised in the April 2015 letters from the First Nations. The letters have been posted on the Company’s website.
On July 8, 2015, the Company 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 regarding the application that the Company has made for an Environmental Assessment Certificate for the proposed Morrison Copper/Gold Project and ordered that the Morrison Project undergo further assessment.
On December 23, 2015, the Company submitted a response document to the July 2015 decision by the Minister of Environment and Minister of Energy and Mines that the Morrison Project undergo further assessment. The document has been acknowledged as received by Kevin Jardine, Associate Deputy Minister, Environmental Assessment Office.
On February 16, 2016, 3 Pacific Booker Minerals directors and Robin Junger, of McMillan LLP, attended a meeting in Prince George at the request of the Lake Babine Nation. Dominique Nouvet of the law firm Woodward and Company initiated the meeting arrangements on behalf of the LBN and was in attendance. PBM directors were advised that the LBN’s Chief and Council would not support the Morrison project at that time.
In May of 2016, the Company restarted the water monitoring on the Morrison Lake in order to obtain the additional information of a full years’ data to report.
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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.
In May 2017, the Company completed and reported on the 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 the 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 the Company website at: http://www.pacificbooker.com/reports.htm
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.
The new Bill 51 – 2018 ENVIRONMENTAL ASSESSMENT ACT was given Royal Assent on November 27th. One of the more significant changes includes a statement that before making a recommendation, the chief executive assessment officer (EAO) must seek to achieve, with respect to the recommendation, consensus with participating Indigenous nations and the reasons for the recommendations must accompany the documents. In the decision on application for environmental assessment certificate section, 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. The option of further assessment required is no longer available.
Between February and April 2019, PBM corresponded with Kevin Jardine, Associate Deputy Minister, British Columbia Environmental Assessment Office (“BCEAO”) regarding the submission of a draft Supplemental Application Information Requirements (“SAIR”). The Company submitted the first draft SAIR in April for review and comment. In June 2019, the Company received the results of the review from Kevin Jardine which stated the draft required additional details to meet the requirements of the Section 17 Order, and a revised draft would be due by September 3, 2019.
In July 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.
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These three mineral claims are located along the east shore of Morrison Lake. The Company 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 the Company 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, while the Company responded that it 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.
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, the Company is now 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 and intends on referencing the relevant information gathered for the EA to inform any process steps under the IAA.
A revised draft of the SAIR which contained additional information was submitted on August 29th and posted on the Environmental Assessment website. After the BCEAO review, further discussions between the Company, its technical consultants and the BCEAO were held regarding what additional information would be required in the next submission. Early in December, the Company forwarded a “draft for discussion” to Katherine St. James of the BCEAO. This draft incorporated the recommendations for work programs prepared by Harvey McLeod and a “Proponent Statement on the Additional Information Request”. The content of the Proponent statement was a summary of the Company’s history with the EAO and some of the issues with the process and decisions made by the EAO.
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In January 2020, the BCEAO emailed the Company and acknowledged the improvements in the current draft, but that more information is still required. An in person meeting was arranged for February 12th at the BCEAO office in Victoria to review what specific information the BCEAO would require in the next submission.
In February 2020, the Company met with the BCEAO and discussed the draft submitted in December. They requested that the words in the document be reduced to what is required without additional details and that statements of intent be strengthened from “cans” to “wills”. The Company requested a clarification on the name of the stream that connects Morrison Lake with the Morrison Arm as it has been called Morrison Creek and Morrison River. The Company also asked to clarify the statement made in 2012 that Morrison Lake is located at the headwaters of the Skeena River as the Company has never agreed with that statement."
On March 5, 2020, Dr. Andrew Weaver, MLA, directed a question to Bruce Ralston, the Minister of Energy, Mines and Petroleum Resources, during Question Period in the Legislative Assembly of British Columbia. Dr. Weaver asked about the regulatory inconsistencies facing the Morrison mine project Dr. Weaver’s website states “I was not particularly impressed with the Minister’s response to my questions. I intend to explore this issue further in the coming weeks.”
Prior to his election in May 2013, Dr. Weaver served as Canada Research Chair in climate modelling and analysis in the School of Earth and Ocean Sciences at the University of Victoria. He has been a Lead Author on the 2nd, 3rd, 4th and 5th Intergovernmental Panel on Climate Change's scientific assessments and has authored or coauthored over 200 peer-reviewed, scientific papers and was the Chief Editor of the Journal of Climate from 2005-2009.
On April 17, 2020, the Company announced that the mining lease for the Morrison project, which was issued in July 2019 for an initial term of one year, had been extended to December 31, 2021 by an order from the Chief Gold Commissioner. The order extended the time frame for registering work requirements or registering revised expiry dates for all existing mineral and placer claims due to the impacts of COVID-19.
On June 23rd, Dr. Weaver posted an article on his website called “Pacific Booker Minerals and their quest to develop Morrison Mine near Smithers” (written by: Noah Conrad). The article includes the following statements: “In 2002, Pacific Booker Minerals began the formal environmental assessment process required to obtain ministerial certification for Morrison Mine, their proposed copper and gold mine near Smithers, BC. A decade later, after $10 million worth of consultations, meetings, and assessments, the company decided to proceed to the next stage of the certification process in which the Environmental Assessment Office (EAO) submits a formal environmental assessment report to the relevant ministers via the executive director. At the time of submission, all indications were that the mine would receive approval. EAO assessment reports had given the project a clean assessment and the company had proposed to undertake measures unprecedented in the copper mining industry to address the project’s environmental risks.
On June 24th, Dr. Weaver asked Environment Minister Heyman a question about the Morrison project in the BC Legislature. Dr. Weaver said: Given the extensive work undertaken by Pacific Booker Minerals to examine and reduce the environmental impact of the potential Morrison mine project and the potential economic benefit to the province, will this government commit to ensuring that the company receives a timely, unbiased review of the latest proposal, and in particular, is given clear instructions from your office so that it knows what boxes need to be ticked so that they can follow due process, rather than second-guessing certain people who haven’t made that very clear.
On July 28th, 2020, PBM requested a halt in trading because of an issue with a part of the area of the Morrison project site. Due to a misunderstanding of the COVID-19 protection order issued in March, the request for an
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extension of the lease was not made on time. The halt in trading was lifted July 30th. A notice was filed with Mineral Titles of PBM’s intention to appeal the expiry and a copy was sent to the owners of the overlying claim.
On September 1st, the formal submission was delivered to the Chief Gold Commissioner regarding Pacific Booker's request to appeal the expiry of mining lease no. 1069796. Due to a misunderstanding of the COVID-19 protection order issued in March, the request for an extension of the lease was not made on time and claims were recorded by other individuals in the area of the lease. The Company filed a notice of its intention to appeal the expiry and a copy of the notice was sent to the owners of the overlying claim. It was anticipated that the Chief Gold Commissioner would provide the impacted parties an opportunity to be heard and to make submissions before any decision under Section 67(2) of the Act is made.
On October 27th, PBM submitted a rebuttal to the impacted parties' submissions to the Gold Commissioner on the matter of the re-instatement of the lease.
On November 13th, the Chief Gold Commissioner made the decision to reinstate mining lease 1069796 until May 20, 2021, in order to allow PBM to comply with Section 6.31(2)(a) of the Minerals Title Act. PBM started the Lease Term Extension Application promptly.
On January 13, 2021, PBM wrote to Premier John Horgan (and cc'd Minister Heyman and Minister Ralston) and asked him to address our issue. PBM said (in part): We understand that the Environment Minister has stayed out of the discussions of these issues because we are in the Environmental Assessment process, but the current "loggerhead" needs to be addressed by someone that can correct a significant error perpetrated by the previous ministers and the EAO."
On January 13, 2021, PBM received a request from the Chief Gold Commissioner in regards to the lease extension application. He asked PBM to explain the lack of progress made with the EAO in regards to the EAC. A mining lease is usually only granted when there is a need for it. He gave PBM 90 days to make submissions in regards to his question. PBM responded that it would make a submission within the time allowed.
Late in January 2021, the EAO posted the following letters to our EPIC site: 1) Letter from PBM that accompanied submission of draft SAIR on August 29, 2019; 2) Letter from EAO to PBM – dated August 20, 2020 – Response from EAO to PBM based on correspondence to Minister; 3) Letter from EAO to PBM – dated September 28, 2020 – Response from EAO to PBM based on correspondence to the Minister; 4) Letter from PBM to EAO – dated October 15, 2020 – Response from PBM to previous letters on August 20 and Sept 28 from EAO; 5) Letter from EAO to PBM – dated February 4, 2019.
On February 11, 2021, EAO wrote to PBM and stated that the EAO had considered how best to address the lack of progress being made on the further assessment for the Morrison project and was seeking PBM’s views on the following options. The EAO advised PBM that they will also be seeking the views from Indigenous nations and other affected parties regarding these potential options and will consider all input received. The potential options are: 1) Amending the Order to add defined timelines to complete key milestones in the further assessment process (such as for PBM to provide a draft SAIR acceptable to the Chief Executive Assessment Officer for review or for the completion of the further assessment process) or 2) Rescinding the Order entirely and proceed to a decision by Ministers on Morrison with the information available. After hearing the views on the potential options, the EAO will prepare the necessary materials to bring forward these options to Ministers for their consideration. The EAO requested PBM’s response by March 11, 2021. The letter can be found at:
https://projects.eao.gov.bc.ca/api/public/document/604a6046887eda0022fcdd62/download/369037-Plourde-FINAL.pdf.
On March 11th, PBM responded to the EAO and stated a preference for Option 2. PBM has been advised that the views from the other affected parties have been provided to the EAO. The letter can be found at:
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https://projects.eao.gov.bc.ca/api/public/document/60c7bd5d1260100023babd02/download/Letter-from-PBM-March%2011%202021-signed.pdf
On March 10th, PBM made the submission to the Chief Gold Commissioner in regards to the mining lease extension. PBM detailed our opinion on the reasons for the lack of progress made on the "Further Assessment" order and provided documentation in support of those statements. PBM has received the decision from the Chief Gold Commissioner. His decision was that PBM presently does not require a mining lease to engage in mining activity on the mining lease, as it has no authority to do so, and no obvious near-term prospect of obtaining any such authority and has decided not to renew the term of the lease. He allowed PBM to register new mineral tenure on the area of the lease. On May 19th, PBM registered a new mineral tenure on the area of the lease and the claim is in good standing until May 2022.
On April 13th, PBM received an email from EAO that stated that they will be developing an information package to go to Ministers with the two options suggested and the responses from the parties they have received.
On August 17th, the EAO sent the draft of their document to PBM and the First Nations and asked for any comments by August 31st. On August 31st, PBM forwarded our revisions to their words and our comments in response to statements made in the document.
On October 12th, PBM announced that Kent Zehr, Registered Professional Engineer, has agreed to provide services for a 3-month period to research and prepare a report on the work necessary to prepare for the construction phase of the Morrison mine project. Mr. Zehr has worked in the industry for over 50 years and has performed many duties during his career. He has worked for Iron Ore Company of Canada, McIntyre Mines Ltd, Syncrude Canada Ltd, Advocate Mines Ltd, Suncor Energy Inc, Imperial Oil Resource Venture Ltd and others.
PBM received the final draft of the EAO document as an "FYI" by email on October 18, 2021. It has been posted on the EPIC site at:
https://projects.eao.gov.bc.ca/api/public/document/61aa79ea361161002231d4fb/download/
Morrison_ChangetoFurtherAssessment_2211103_FINAL.pdf
On December 2nd, the Minister's decided to rescind the Section 17(3)(c)(iii) Order (Further Assessment) issued in July 2015 under the Environmental Assessment Act (2002). The order can be found at:
https://projects.eao.gov.bc.ca/api/public/document/61aa7c7c361161002231d54d/download/
Morrison_Order%20Further%20Assessment_MGH%20Signed_MBRsig_20211202.pdf
The reasons for decision can be found at:
https://projects.eao.gov.bc.ca/api/public/document/61aa85b1361161002231d619/download/
Morrison%20Reasons%20for%20Decision%20of%20the%20Ministers%20%20MGH%20
signed_BRsig20211202.pdf
On December 3rd, PBM was advised that the decision to rescind the Section 17(3)(c)(iii) Order (Further Assessment) issued in July 2015 under the Environmental Assessment Act (2002), and the documents were posted on the EPIC site. The EAO provided the referral materials to Ministers for their decision on whether or not to issue an Environmental Assessment Certificate. The letter from the EAO also stated that "to ensure administrative and procedural fairness of the decision, the referral materials will be limited to: materials that were provided to the then-Ministers as part of the previous 2015 decision; the 2015 Ministers’ reasons for decision that led to the Further Assessment Order, and; a covering memo listing the materials within. The EAO would not be providing a new recommendation to the Ministers.
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On December 17, 2021, the EAO has referred the unmodified 2015 decision materials, including PBMs’ Application for an Environmental Assessment Certificate, to the Minister of Environment and Climate Change Strategy and the Minister of Energy, Mines and Low Carbon Innovation for a decision. In accordance with the Environmental Assessment Act (2002), Ministers have up to 45 days to decide whether to issue a certificate, not issue a certificate, or require further assessment. Referral materials and the Ministers' decision will be posted on the EAO website following the Ministers' decision.
Fiscal 2023 Work
On February 7th, 2022, the decision by George Heyman, Minister of Environment and Climate Change Strategy, and Bruce Ralston, Minister of Energy, Mines and Low Carbon Innovation was posted on the EPIC site stating that an EAC would not be granted for the Morrison Project. The accompanying letter from the Ministers advised PBM that the Environmental Assessment Act allows PBM to submit another proposal based on a new project design.
On February 7th at approximately 1pm, PBM was contacted by the EAO by phone and advised that the decision would be posted after 2pm. PBM was not advised of the content of the decision before it was posted publicly. The Lake Babine Nation was prepared and issued their news release promptly. Some of the media coverage of the decision stated again that "Morrison Lake produces the second-largest number of sockeye salmon in BC and is at the headwaters of the Skeena River". Neither of those statements is correct. Verna Power, who holds the Natural Resources Portfolio for the Lake Babine Nation, was quoted as saying that the Morrison project is "finally dead". But according to the letter signed by the Minister, the Environmental Assessment Act allows PBM to submit another proposal based on a new project design.
PBM started investigating the possibility of submitting another proposal to the EAO. PBM has relied on the statements of our qualified independent professionals, including Harvey McLeod, FEC, P.Eng., P.Geo., a Principal of KCB, who has stated the opinion that the project has been designed using Best Available Practices and can be safely constructed, operated and closed to protect the environment. The challenge going forward for PBM will be to address the First Nations concerns in regards to the projects' impact on Babine Lake and the Skeena River.
PBM reached out to the Ministers for a meeting and also contacted Dominique Nouvet, LBN legal professional, to discuss the issues. On March 9th, our independent consultant, Kent Zehr contacted Dominique Nouvet by email requesting an opportunity to discuss her insights in the matter, but she did not respond to the request.
The response from the Ministers was made by on March 17th by Elenore Arend, Associate Deputy Minister and Chief Executive Assessment Officer, BCEAO. Her recommendation was to contact Tracy James, Executive Project Director for the Metal Mining Sector at the Environmental Assessment Office, to discuss the potential to restart the Environmental Assessment process.
In June 2022, PBM announced that our independent consultant, Kent Zehr, had completed a "cold eyes review" of the project (as designed in 2012) and has identified certain items that can be improved to protect the environment and improve the project. He states in a report to Management that "given that the feasibility study project design had previously been judged acceptable by the EAO and given that no material exceptions were expressed in the (February 7) rejection in 2022, it became apparent that other issues may have been at play." He also states "that on its first proposed day of production the Morrison Mine can be one of the most modern mines, with respect to at least its equipment, in northern BC."
On July 7th, PBM's legal counsel sent a letter to the legal counsel for the Lake Babine Nation which outlines some ideas including re-design of the project site; enhancement and protection of the salmon and their waterways; and benefits of an economic and related nature. PBM also stated that PBM is open to discussion of
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any additional items that are a concern for the LBN. These proposals include a Salmon Enhancement program, including a Spawning Channel in the Morrison Creek area, and additional Environmental Baseline work and Project design modernization which reflect the mining and milling science changes developed since the original design was done. Also proposed was a Sharing of Benefits with local Hiring and contributions to a Scholarship Fund to assist LBN members that want to further their professional education.
On July 21st, our independent consultant, Kent Zehr sent a letter by email to the Ministers of Environment and Climate Change Strategy; Energy, Mines and Carbon Innovation; and Land, Water and Resource Stewardship and Minister Responsible for Fisheries.
While considering how PBM should go forward to a successful EAO application, our independent consultant came to the conclusion that only an unimpeachable, unbiased, fact-based, treatment of all the potential water-related issues, including the salmon population, could succeed. He has proposed the formation of an independent steering committee, consisting of knowledgeable people, including local indigenous representatives, supported by but independent of the Company, and having the sole objective of using science to provide clear direction to PBM in the management of this critical area.
On November 16th, PBM announced that Dr. Andrew Weaver had agreed to provide advice and guidance services in his areas of knowledge, on a consulting basis in regards to the Morrison mine project. He is currently a Professor in the School of Earth & Ocean Sciences at the University of Victoria.
In November, PBM continued with the water monitoring program on the Morrison project.
On November 17th, Chief Murphy Abraham responded to PBM's legal counsel letter. He restated the LBN's position that it is strongly opposed to any open pit mine beside Morrison Lake. The letter stated that the LBN are not anti-mining but they will not support any exploration and development projects that do not meet all their decision-making criteria. He stated that the LBN believe that the project is not sustainable as it would destroy an environmentally and culturally sensitive part of their Territory. He also stated that the second fundamental problem is the LBN's relationship with PBM, which he stated is "beyond repair" stating that PBM actions in the past "showed a fundamental disrespect" for the LBN people and their Aboriginal title and rights.
At the end of November, PBM sent a letter to the LBN Chief stating that PBM will not propose the original design plan any more and agreed that as originally proposed, the mine should not be built. And that, PBM agrees with all of the concerns expressed in the Chief's letter. It stated that we believe, however, that with the new ideas brought by our new consultants, and the clear concerns expressed by previous documents from the Lake Babine Nation, that the Morrison project may be completed to the benefit of the Lake Babine Nation and the shareholders of Pacific Booker. PBM respectfully requested that the LBN allow PBM to present the new directions that PBM sees as key to making the Morrison Project a success for all stakeholders. The request for a meeting is at their convenience and place of their choosing. PBM acknowledged that we failed to meet LBN expectations previously, but very much wish to correct those previous errors and to move forward with the LBN in a mutually beneficial and sustainable manner.
Fiscal 2024 Work
On March 27, 2023, PBM sent another letter to LBN Chief Abraham by email asking that they allow us to update the Chief with respect to the project. The letter stated that we have recently been informed by the BCEAO that if we still wish to pursue an application for the Morrison Project, we must go back to the very beginning of the application process. We were advised that we cannot make any progress in the application process unless we have the support of the LBN, which is a significant change from what we were originally told and what was indicated in 2009. Considering that it will take time to get all the needed permits, the current time is ideal for PBM and the LBN to explore and agree on the full range of opportunities that can be derived
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from the development of the mine, and which would be available to the LBN, if we can first agree to allow the mine to be developed. In the professional opinion of our consultant, Kent Zehr, the concerns expressed were entirely valid and could have been addressed much better and more completely than they were. Mr. Zehr has a number of suggestions for improvement of the previous project design and is prepared to discuss those proposals with the Chief or any designated representatives. Also, we noted that the Foundation Agreement entered into by the Lake Babine Nation and respectfully suggested that perhaps the Lake Babine Nation and Pacific Booker could constitute one of the pilot projects as described in the agreement. PBM stated that we have many ideas about how to address the LBN’s concerns, but the letter was more importantly, the first words in a new process of reconciliation between the modern, chastened, Pacific Booker, and the Lake Babine Nation.
On May 25, 2023, PBM received a letter from Chief Murphy Abraham addressed to our CEO. He repeated his statement that "an open pit mine beside T'akh Tla'an Bin is inherently unacceptable because it would destroy a culturally and environmentally sensitive part of our territory and put our water and talok at risk, making the project unsustainable for Lake Babine." The letter stated that "successful projects will be those that align with the priorities and values of the most affected nations, and successful proponents will be those that develop respectful relationships with Indigenous nations and ultimately respect the decisions of Indigenous governments.”
At the end of June 2023, PBM responded to the May letter. PBM again challenged the statement that the open pit mine would destroy an environmentally sensitive area and put the water and salmon at risk. During the environmental assessment, the water and salmon received considerable attention and the opinion of the scientific professionals that studied the project does not support that statement. PBM stated that there have been misunderstandings on both sides and that we now have an opportunity to start fresh on a new working relationship with the restart of the EA process.
As we did not receive any response from the LBN, a decision was made to place an open letter advertisement in the Burns Lake (on July 19th) and Smithers (on July 20th) news papers. The open letter provided some history of Morrison project, outlined some of the ideas that PBM has requested discussion of and stated that PBM is open to discussion of any additional items that are a concern for the LBN. A copy of the open letter has been posted on our website on the Property tab and was disclosed by news release and sent to our news group. The LBN have refused to meet but PBM will continue trying to arrange a meeting with the LBN.
On August 10, 2023, PBM's CEO wrote to the LBN Chief and stated "I understand that you have been very busy lately, with the fires in your area and your many duties as Chief but Pacific Booker Minerals ("PBM"), respectfully requests that the Lake Babine Nation ("LBN"), meet with us to allow an opportunity to hear the LBN concerns in person and to present the new ideas for improvement that we have discovered." PBM again acknowledged that we did not address the concerns of the LBN as clearly as was needed for the LBN to understand that PBM does not wish to harm the territory or leave a lasting environmental hazard for their people and ours and also stated that we believe that constructing and operating a mine at Morrison Lake provides very significant opportunities to achieve financial security for many of the LBN people in addition to the direct benefits that accrue to the LBN itself. We again stated that PBM is willing and that we believe meeting the highly respected and knowledgeable individuals assisting PBM, and engaging with them openly, will provide an opportunity to improve understanding on both sides. We asked "Is the LBN willing to hear our new ideas and allow us the opportunity to show that we understand our obligations to the LBN? The BC Government has advised us that it is our duty to consult with the LBN, not theirs, as was the requirement in the past."
With no response from the LBN to our August letter, management decided to place another open letter in the Burns Lake and Houston (on Sept 13th) and Smithers (on Sept 14th) news papers. This open letter provides information on the opportunities available to the local people if the Morrison project was allowed to proceed. It also states that the willing cooperation of the LBN is needed to begin the process of bringing the Morrison
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project to production. A copy of the open letter has been posted on our website on the Property tab and sent to our news group.
Receiving no response to the open letter, PBM decided to send another letter to Chief Abraham on November 2, 2023, This letter stated that science clearly indicates there will be no lasting harm to the environment or to the salmon associated with the development of a mine at Morrison Lake, and that PBM believes all of the concerns expressed in the Lake Babine documents delivered more than ten years ago can be easily accommodated in a new mine design. PBM has also have devised a method, intended to be written into legal standing in the necessary permits to build and operate the mine, that will allow the Lake Babine Nation unprecedented oversight and control of key aspects of the mining operation. This letter also stated that PBM believes, that fairly or unfairly, the opposition to the Morrison project from the LBN is associated strictly with PBM and suggested that if the Lake Babine Nation were to partner with a mining company of their choice, that partnership could then purchase the shares of Pacific Booker, thereby removing Pacific Booker completely from the picture.
PBM did not receive a response from the LBN to the November 2nd letter. PBM continued to focus on ways to secure a meeting, to lead to an agreement with the Lake Babine Nation to officially support the Morrison Project’s development. PBM believes that this will offer lucrative financial gains to the local indigenous and nonindigenous people through employment and contracting opportunities.
Fiscal 2025 Work
On March 19, 2024, PBM sent another letter to the Lake Babine Nation (“LBN”) Chief by email, which has not been responded to by the LBN. PBM stated our appreciation to the Chief for opening a direct line of communication to him which PBM used to communicate directly to the Chief. PBM restated our willingness to work to ensure our Morrison Project does no lasting harm to the land, the water, or the fish. PBM also restated our willingness to modify the mine site design to accommodate most, if not all, of the LBN concerns. The letter also repeated PBM's plan to introduce innovative approaches to management of all environmental areas that would ensure the involvement of the LBN and give them a direct voice and control over the outcomes of all environmental management activities. The letter also repeated PBM's commitment to ensuring employment opportunities are available to the LBN people on a priority basis and stated that these offers have been made in the spirit of cooperation and respect for the values the LBN hold as we attempt to move forward together.
In closing, PBM reminded the LBN that the Company is also obligated to serve the interests of the shareholders, who have been very patient, after spending millions of dollars in advancing the Morrison Project. PBM asked the LBN Chief to finally agree to meet with, and to assist PBM, to move the Morrison Project forward with LBN active cooperation so that all may benefit, together, from this significant opportunity.
Due to the current uncertainties and the cost of maintaining the title to all of the currently held claims, PBM decided to reduce its mineral titles to the claim that contains the orebody. If the right to develop the mine is obtained, surface rights for the necessary infrastructure can be acquired. Recording done in May 2024 has the key claim in good standing to May 25, 2025.
On May 13th, PBM announced that it would seek legal avenues to address the lack of co-operation from the Lake Babine Nation. Officials from the BC Environmental Assessment Office have informed PBM that a new application would not be considered unless the LBN actively support the process.
An individual who not connected to the LBN requested a meeting with PBM and advised that there was a "path forward" with the LBN. At about the same time, another individual made arrangements for a Zoom meeting between the Company and the LBN CEO. That meeting went well and a follow up meeting was discussed.
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Unofficial communications via go-betweens continued and based on those events, the Company decided to postpone any additional steps in regards to legal recourse and allowed additional time for meeting(s) to take place.
The follow up meeting with the LBN CEO did not take place and is not expected to, as that individual is no longer employed by the LBN. A meeting between PBM and the LBN Chief has also been discussed but no date has been confirmed yet. There had been no direct contact between the LBN Chief and PBM by the end of the period under discussion.
Unofficial communications via go-betweens continued but no indication of a date for the follow up meeting has been confirmed.
PBM's consultant, Kent Zehr, has been investigating the presence of strategic minerals in the assays from the Morrison project and has indicated that some are present in the assay results. The analysis showed the presence of 7 elements from the Critical Minerals list. The metals that were present include Barium, Chromium, Gallium, Magnesium, Manganese, Molybdenum, Scandium and Vanadium. Most of these elements show in ppm (parts per million) which is equal to one gram per tonne. It must be recognized that the presence of an element in the assays is not an indication that it will be a commercially recoverable metal. Metallurgical testing would be required to provide guidance on the value to the project. This testing has not yet been done.
In January, PBM had a visit by a member of the Yekooche Nation. While he was in the office, he requested copies of agreements/correspondence between PBM and the Yekooche Nation, that related to the Morrison project. The requested copies were forwarded by email. Also in January, PBM met twice with a representative for the Lake Babine Nation. These meetings were very friendly and informative.
Current and Anticipated Fiscal 2026 Work
In early March, PBM’s CEO met with the LBN Chief in Vancouver for a breakfast meeting. Further meetings were discussed.
In April, PBM was able to provide some information to the individual that is working for the Chief on Economic Development improvements for the LBN.
Recording done in May 2025 has the Morrison claim in good standing to May 25, 2026.
The Company estimates its expenditures for the anticipated work on the Morrison project for the year ending January 31, 2026 will be CDN$50,000. If agreement with the LBN is reached, then the Company estimates that it will spend $500,000.
Item 5. Operating and Financial Review and Prospects
Overview
The Company's financial statements are stated in Canadian Dollars (C$) and are prepared in accordance with International Financial Reporting Standards for fiscal years ended January 31, 2025 and 2024. The value of the U.S. Dollar in relationship to the Canadian Dollar was $1.45 as of January 31, 2025.
The Company has since inception financed its activities through the distribution of equity capital. The Company anticipates having to raise additional funds by equity issuance in the next several years, as all of the Company’s
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properties are at the exploration stage. The timing of such offerings is dependent upon the success of the Company’s exploration program and feasibility study as well as the general economic climate.
As a mineral explorer in the Province of British Columbia, the Company was eligible to receive British Columbia Mining Tax Credits for “grass-roots” exploration expenditures. These credits are a percentage of the Company’s eligible exploration expenditures made each year. The credits are refundable annually, and application for reimbursement is made along with the Company’s annual Federal tax return. After a review by the tax authorities, the Canadian Federal government, on behalf of the British Columbia Provincial government, issues a check for those credits. Since the refund process typically takes about a year, the Company accounts for these tax credits as a Receivable on its balance sheet upon the Company attaining reasonable assurance of collection from the Canadian Federal Government. At January 31, 2017, the Company had no receivable on its Balance Sheet for the mining tax credit because the exploration work done is no longer considered “grass-roots” exploration.
The Company typically contracts with outside suppliers for the majority of its exploration work. In order to ensure the availability of these contractors, the Company in the past has maintained cash deposits with some of these suppliers as an advance against anticipated payments for exploration work performed. The Company accounts for these payments when made as Exploration Advances on its balance sheet. As these contractors perform the exploration work, the amounts of the advances are deducted from any amounts owed to the contractors and are recorded by the Company as deferred exploration costs.
Results of Operations
Year Ended 1/31/2025 vs. Year Ended 1/31/2024
The net loss for the year ended January 31, 2025 was ($633,173), or ($0.04) per share, compared to a loss of ($523,905), or ($0.03) per share for the year ended January 31, 2024. The increased loss in the current year included an increase in Share based payment expense (previously called Stock-based Compensation expense) of ($223,384) compared to ($42,090) in the prior year, with the increase due to more options granted; an increase in Consulting Fees to ($40,000) from ($900), reflecting fees paid to an outside consultant that provided assistance in the matter of First Nations communications with no fees paid to Victor Eng for activities in 2025; a decrease in Depreciation from ($5,609) to ($5,474) reflecting the depreciation on the declining balance of the truck, offset by an increase in depreciation from the purchase of new equipment; a decrease in Director Fees from ($11,500) to ($8,500), reflecting the decrease in the number of meetings; an increase in Filing and Transfer agent fees to ($27,893) from ($25,404), reflecting an increase in costs for services provided; an increase in the gain on Foreign exchange to ($675) compared to a $2,354 loss in the prior year; a decrease in Office and miscellaneous from ($15,922) to ($7,530), reflecting the costs related to the set up of the new office after the move in February 2023; an increase in Office lease and rental costs from ($83,204) to ($87,172) reflecting a the impact of the IFRS 16 calculated method and a slight increase in the square footage rented rate in the new office; an increase in Professional fees to ($73,376) compared to ($61,911) in the prior year, with the increase due to higher audit fees related to the US PCAOB requirements; a decrease in Shareholder information and promotion costs to ($5,717) from ($120,174) in the prior year, with the decrease mostly due to an awareness campaign on an overseas advertising firm in 2023; a decrease in Telephone to ($4,158) from ($4,209) in the prior year; an increase in Travel costs to ($22,209) from ($21,036); an increase in Finance income to ($3,569) from ($2,408); and an increase in Loss on disposal of equipment, vehicles and furniture to ($3) from ($nil).
Year Ended 1/31/2024 vs. Year Ended 1/31/2023
The net loss for the year ended January 31, 2024 was ($523,905), or ($0.03) per share, compared to a loss of ($903,039), or ($0.05) per share for the year ended January 31, 2023. The decreased loss in the current year included a decrease in Share based payment expense (previously called Stock-based Compensation expense) of
49
($42,090) compared to ($432,895) in the prior year, with the decrease due to fewer options granted; a decrease in Consulting Fees to ($900) from ($1,125), reflecting fees paid to Victor Eng for activities not related to the Morrison project; a decrease in Depreciation from ($8,040) to ($5,609) reflecting the depreciation on the declining balance of the truck; an increase in Director Fees from ($8,500) to ($11,500), reflecting increased number of meetings; a decrease in Filing and Transfer agent fees to ($25,404) from ($31,566), reflecting adecrease in costs for services provided; an increase in the loss on Foreign exchange to ($2,354) compared to a $10,662 gain in the prior year; an increase in Office and miscellaneous from ($12,049) to ($15,922), reflecting the costs related to the set up of the new office after the move; a decrease in Office Rent from ($97,746) to ($83,204) reflecting a decrease in the square footage rented rate in the new office; a decrease in Professional fees to ($61,911) compared to ($95,034) in the prior year, with the decrease due to lower legal and audit fees; an increase in Shareholder information and promotion costs to ($120,174) from ($69,797) in the prior year, with the increase mostly due to an awareness campaign on an overseas advertising firm; a decrease in Telephone to ($4,209) from ($5,667) in the prior year; an increase in Travel costs to ($21,036) from ($19,338); and an increase in Finance income to ($2,408) from ($278).
Year Ended 1/31/2023 vs. Year Ended 1/31/2022
The net loss for the year ended January 31, 2023 was ($903,039), or ($0.05) per share, compared to a loss of ($34,405,463), or ($2.05) per share for the year ended January 31, 2022. The decreased loss in the current year reflected an allowance for impairment on the Morrison project in the amount of $29,836,916 during year end January 31, 2022. The decreased loss in the current year included a decrease in Share based payment expense (previously called Stock-based Compensation expense) of ($432,895) compared to ($4,138,604) in the prior year, with the decrease due to the decreased number of options granted; an increase in Consulting Fees from ($900) to ($1,125), reflecting fees paid to Victor Eng for activities not related to the Morrison project; a decrease in Depreciation from ($11,604) to ($8,040) reflecting the depreciation on the declining balance of the truck; a decrease in Director Fees from ($10,000) to ($8,500), reflecting reduced number of directors; an increase in Filing and Transfer agent fees from ($25,062) to ($31,566), reflecting an increase in costs for services provided; an increase in the gain on Foreign exchange to ($10,662) compared to ($1,520) loss in the prior year; an increase in Office and miscellaneous from ($9,280) to ($12,049), reflecting the costs related to the move; an increase in Office Rent to ($97,746) from ($91,917) reflecting an increase in the rental rate in the newer lease; a decrease in Professional fees to ($95,034) compared to ($95,434) in the prior year, with the decrease due to lower legal fees; an increase in Shareholder information and promotion costs of ($69,797) compared to ($41,987) in the prior year, with the increase mostly due to promotional website posting, an increase in Telephone to ($5,667) from ($5,045) in the prior year; an increase in Travel costs to ($19,338) from ($6,184), reflecting an increase in activity post COVID travel restrictions; and a decrease in Finance income to ($278) from ($990).
Critical Accounting Policies and Estimates
Management is required to make judgments, estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. On a regular basis, management evaluates its estimates and assumptions. The estimates are based on historical experience, past results, and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form that basis for making judgments about the carrying values of assets, including mineral properties, and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates due to events or circumstances which may be beyond the control of the Company.
The financial statements have been prepared in accordance with International Accounting Standard (“IFRS”) issued by the International Accounting Standards Board (“IASB”) and Interpretations of the International Financial Reporting Interpretations Committee (“IFRIC”).
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The Company’s financial statements have been prepared on a historical cost basis except for certain financial instruments which are stated at fair value.
Critical judgments
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.
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, 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.
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 include, among others, expected volatility, forfeiture rate, expected life of the options and number of options expected to vest.
Exploration and evaluation assets
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 noncompliance with regulatory requirements. Recovery of amounts indicated under 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.
Management reviews the property for impairments on an on-going basis. The provisions of IFRS 6 related to the determination of whether impairment indicators exist are subject to significant judgement, and any resultant impairment losses recognized cannot typically be determined independent of the historic deferred costs incurred due to a lack of relevant and available data.
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.
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
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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.
Recently adopted accounting standards, and accounting standards issued but not yet effective
There are no new standards issued but not yet effective as of January 31, 2025, that are expected to have a material impact to the Company's financial statements.
Liquidity and Capital Resources
The Company’s working capital position as of January 31, 2025, the end of the most recent fiscal year, was a deficit of $664,272. Subsequent to the year end through May 31, 2025, the Company has not issued any common shares pursuant to a private placement or to the exercise of stock options or to the exercise of warrants. Subsequent to the year end, the Company received a cash loan from a related party to ensure the ongoing operations. Budgeted amounts of $50,000 for the ongoing work on the Morrison project and fiscal 2026’s estimated General and Administrative expenses of $400,000, of which approximately $5,000 are non cash items.
Although the Company expects to need to complete a private placement to have sufficient working capital for its planned property expenditures and general and administrative expenses for fiscal 2025, the Company has no cash flow from operations, and additional funds will likely be required for fiscal 2026 when the Company proceeds with the next phase in the Morrison project. The Company’s ability to continue as a going concern depends upon its ability to raise additional funds to meet its business objectives. If the Company is unable to raise additional funds to meet its requirements, it may be forced to suspend the work process, or cease operations altogether.
Additional funding will be necessary to fund any development on the Morrison Project. Specific funding requirements are dependent upon the mine plans of the feasibility study and at this time management cannot predict the amount of funds needed or the timing of any equity and/or debt financings.
The Company has financed its operations through the issuance of common shares. The following private placements have been completed in the last 5 fiscal years.
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Table No. 4
Private Placements
Fiscal Year Ended January 31 |
Type of Share Issuance |
Number of Common Shares Issued |
Price |
Total Proceeds |
|
|
|
|
|
2021 | None | Nil | Nil | Nil |
|
|
|
|
|
2022 | Option exercise | 50,000 | $ 3.00 | $150,000 |
|
|
|
|
|
2023 | None | Nil | Nil | Nil |
|
|
|
|
|
2024 | None | Nil | Nil | Nil |
|
|
|
|
|
2025 | None | Nil | Nil | Nil |
Year Ended January 31, 2025
The Company’s Working Capital as of January 31, 2025 was a deficit of $703,010. During the year, Operating Activities provided cash of $11,776. In addition to the fiscal year’s net loss of ($633,173), other non-cash charges included Share-based payments expense of ($223,384), depreciation on Right of Use assets of $39,536, deemed interest on lease of $11,068, Amortization of ($5,474) and Loss on disposal of equipment, vehicles and furniture of $3. Changes in non-cash working capital items included a decrease in Receivables of $26, increase in Prepaids and Deposits of $20,313, increase in amounts owing to related parties of ($368,014), and an increase in Accounts Payable and Accrued Liabilities of $17,756. Financing Activities used cash of ($46,620) for lease payments. Investing Activities used cash of ($42,079) for Deferred Exploration on the Morrison Project and $6,924 for purchase of new equipment for the office.
During the year, the Company issued no common shares pursuant to exercise of options.
Year Ended January 31, 2024
The Company’s Working Capital as of January 31, 2024 was a deficit of $214,915. During the year, Operating Activities used cash of ($169,329). In addition to the fiscal year’s net loss of ($523,905), other non-cash charges included Share-based payments expense of ($42,090), and Amortization of ($5,609). Changes in non-cash working capital items included a decrease in Receivables of $1,162, decrease in Prepaids and Deposits of $1,294, increase in amounts owing to related parties of ($312,248), and decrease in Accounts Payable and Accrued Liabilities of $7,827. Investing Activities used cash of ($236,592) for Deferred Exploration on the Morrison Project. Financing Activities provided no cash.
During the year, the Company issued no common shares pursuant to exercise of options.
Year Ended January 31, 2023
The Company’s Working Capital as of January 31, 2023 was $497,881. During the year, Operating Activities used cash of ($446,545). In addition to the fiscal year’s net loss of ($903,039), other non-cash charges included Share-based payments expense of ($432,895), Amortization of ($8,040) and Loss on disposal of equipment, vehicles or furniture of ($222). Changes in non-cash working capital items included an decrease in Receivables of $317, decrease in Prepaids and Deposits of $1,132, increase in amounts owing to related parties of ($16,388), and decrease in Accounts Payable and Accrued Liabilities of $2,500. Investing Activities used cash of ($182,644) for Deferred Exploration. Financing Activities provided no cash.
53
During the year, the Company issued no common shares pursuant to exercise of options.
Variation in Operating Results
The Company derives finance (previously called interest) income on its bank deposits, which depend on the Company's ability to raise funds.
Management periodically, through the exploration process, reviews results both internally and externally through mining related professionals. Decisions to abandon, reduce or expand exploration efforts is based upon many factors including general and specific assessments of mineral deposits, the likelihood of increasing or decreasing those deposits, land costs, estimates of future mineral prices, potential extraction methods and costs, the likelihood of positive or negative changes to the environment, permitting, taxation, labor and capital costs. There cannot be a pre-determined hold period for any property as geological or economic circumstances render each property unique.
The Company's financial statements are stated in Canadian Dollars (CDN$) and are prepared in accordance with International Financial Reporting Standards for fiscal years ended January 31, 2025 and 2024. The value of the Canadian Dollar in relationship to the US Dollar was $1.45 as of January 31, 2025.
Research and Development
The Company conducts no Research and Development activities, nor is it dependent upon any patents or licenses.
Trend Information
The Company knows of no trends, uncertainties, demands, commitments or events that are reasonably likely to have a material effect on the Company’s operations or financial condition.
Off-Balance Sheet Arrangements
Under the Agreement with Noranda (now Glencore) dated April 19, 2004, the Company is obligated to issue 250,000 common shares at a minimum fair-value of $1,000,000 to Glencore on or before commencement of commercial production. If at the time of issuance the Company’s common share price is below $4.00 per share, the Company is obligated to pay, in cash, the difference between $1,000,000 and the value of the 250,000 common shares issued. This amount is figured by the average trading price which is less than $4.00 per share multiplied by 250,000 common shares.
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.
Item 6. Directors, Senior Management and Employees
Table No. 6 lists as of May 27, 2025 the names of the Directors of the Company. The Directors have served in their respective capacities since their election and/or appointment and will serve until the next Annual General Meeting or until a successor is duly elected, unless the office is vacated in accordance with the Articles/By-Laws of the Company. At the Annual General Meeting of Shareholders held on July 18, 2024, all the Directors
54
were re-elected for the next year. All Directors are citizens of Canada except Gregory Anderson and Dr. Dennis Simmons, who are citizens of the United States.
Table No. 6
Directors
Name | Age | Date First Elected/Appointed |
Gregory Anderson | 69 | June 24, 2005 |
Victor Eng | 65 | July 22, 2015 |
John J. Plourde | 82 | December 30, 1999 |
Dr. Dennis Simmons | 73 | November 29, 2006 |
William F. Webster | 81 | June 24, 2005 |
Table No. 7 lists, as of May 27, 2025, the names of the Executive Officers of the Company. The Executive Officers serve at the pleasure of the Board of Directors. All Executive Officers are citizens of Canada.
Table No. 7
Executive Officers
Name | Position | Age | Date of Appointment |
John Plourde | President and CEO | 82 | December 16, 2013 |
Ruth Swan | Chief Financial Officer | 68 | April 20, 2006 |
John Plourde was named President and Chief Executive Officer on December 16, 2013 and a Director of the Company on December 30, 1999. Mr. Plourde has over 30 years of investor relations and fund raising experience with various public companies. Mr. Plourde also handles investor relations for the Company. Mr. Plourde spends approximately 100% of his time on the Company’s affairs.
Gregory Anderson was named a Director of the Company at the Annual & General Meeting held on June 24, 2005 and held the office of President and Chief Executive Officer from June 24, 2005 to December 16, 2013. Mr. Anderson’s background includes corporate finance, investment and brokerage experience, including the last 23 years in mining company finance. From 1997 until his appointment as a director with the Company, he owned GR Consulting, a private corporate consulting business, and assisted the Company with corporate finance and investor relations. Mr. Anderson currently spends approximately 5% of his time on the Company’s affairs.
Ruth Swan was named Chief Financial Officer of the Company on April 20, 2006. She has over 30 years of bookkeeping experience, with more than 20 years in the resource sector. She has operated a bookkeeping service since 1986 and since 1996 has provided bookkeeping & financial reporting services to Pacific Booker, and spends approximately 75% of her time on the Company’s affairs.
Victor Eng, Registered Professional Forest Technician, Director, has over 28 years’ experience in contract implementation. He began his technician experience with the BC Forest Service in Hazelton, BC and later moved to Vernon to work for Riverside Forest Products Ltd. (now Tolko Industries). He is currently is employed as a contract implementation consultant. He spends approximately 5% of his time on the Company’s affairs.
Dr. Dennis Simmons is a Dentist formerly in private practice, General Dentistry. He received his BS, D.D.S from the University of Minnesota in 1972. He is a member of the American Dental Association, Academy of General Dentistry, American Academy of Cosmetic Dentistry, American Academy of Implant Dentistry, International Congress of Oral Implantology, and Academy of Laser Dentistry. Dr. Simmons has recently retired from his practice. Dr. Simmons spends approximately 5% of his time on the Company’s affairs.
55
William F. Webster has 40 years of experience in financial management, investment sales and corporate finance. He held financial positions with several major Canadian bank and brokerage firms from 1965 to 1997. Since 1997, he has been self-employed with his own private companies, including market investor, resource developer and property manager. He devotes approximately 5% of his time to the Company’s affairs, with the remainder of his time spent on his self-employed business pursuits.
No Director and/or Executive Officer has been the subject of any order, judgment, or decree of any governmental agency or administrator or of any court or competent jurisdiction, revoking or suspending for cause any license, permit or other authority of such person or of any corporation of which he is a Director and/or Executive Officer, to engage in the securities business or in the sale of a particular security or temporarily or permanently restraining or enjoining any such person or any corporation of which he is an officer or director from engaging in or continuing any conduct, practice, or employment in connection with the purchase or sale of securities, or convicting such person of any felony or misdemeanor involving a security or any aspect of the securities business or of theft or of any felony.
There are no arrangements or understandings between any two or more Directors or Executive Officers, pursuant to which he was selected as a Director or Executive Officer. No members of the Board of Directors are related.
COMPENSATION
At the Annual Meeting held on June 26, 2006, the Company agreed to compensate those directors “not actively involved” with Company operations $500 per meeting which they attend, retroactive to June 24, 2005, in their capacity as Directors. Certain Directors have been compensated for consulting and expert services during the most recently completed fiscal year.
At the Company’s Annual General Meeting of Shareholder’s held on July 18, 2024, shareholders approved the adoption of the Company’s new Stock Option Plan dated 2024 (the “Plan”). The purpose of the Plan is to assist the Company in compensating, attracting, retaining and motivating personnel, including directors, officers and service providers. The Plan is discussed in ITEM #10, "Stock Options".
56
Table No. 8 sets forth the compensation paid to the Company’s executive officers and members of its administrative body during the last three fiscal years.
Table No. 8
Summary Compensation Table
All Figures in Canadian Dollars unless otherwise noted
Name | Fiscal Year |
Salary |
Options Granted | Directors’ Fees | Other Compensation |
|
|
|
|
|
|
Gregory Anderson Former CEO, President Current Director | 2025 2024 2023 | None None None | 0 0 0 | $3,000 $4,000 $3,000 | None None None |
|
|
|
|
|
|
John Plourde, Current CEO, President Director | 2025 2024 2023 | None None None | 700,000 700,000 700,000
| None None None | $132,000 (1) $132,000 (1) $132,000 (1)
|
|
|
|
|
|
|
|
|
|
|
|
|
Ruth Swan, Chief Financial Officer and Corporate Secretary | 2025 2024 2023 | None None None | 168,000 0 0 | N/A N/A N/A | $ 30,700 (2) $ 40,413 (2) $ 41,787 (2) |
|
|
|
|
|
|
Victor Eng Director | 2025 2024 2023 | None None None | 200,000 0 0 | None None None | None $ 900 (3) $ 1,125 (3) |
|
|
|
|
|
|
Dr. Dennis Simmons, Director | 2025 2024 2023 | None None None | 0 0 0 | $2,500 $3,500 $2,500 | None None None |
|
|
|
|
|
|
Erik Tornquist* Former Director | 2024 2023
| None None | 0 0 | None None | None None |
|
|
|
|
|
|
William Webster, Director | 2025 2024 2023 | None None None | 200,000 0 0 | $3,000 $4,000 $3,000 | None None None |
|
|
|
|
|
|
William Deeks* Former Director | 2023
| None | 0
| None
| None |
(1) | The “Other Compensation” listed for John Plourde, Current President and CEO and Director, relates to investor relations work performed for the Company. |
(2) | The “Other Compensation” for Ruth Swan, Chief Financial Officer, is for accounting and management services. |
(3) | The “Other Compensation” listed for Victor Eng, Director, is for consulting services related to the Morrison project and consulting services related to overhead activities. |
* | William Deeks passed away and ceased to be a director on March 2, 2022 |
* | Erik Tornquist retired on July 12, 2023 |
No funds were set aside or accrued by the Company during Fiscal 2025 to provide pension, retirement or similar benefits for Directors or Executive Officers.
57
Staffing
The Company currently has no employees and 2 executive officers.
The Company contracts for certain services, including investor relations and bookkeeping, as well as exploration personnel and camp support services, as needed.
Share Ownership
The Registrant is a publicly owned Canadian corporation, the shares of which are owned by U.S. residents, Canadian residents and other foreign residents. The Registrant is not controlled by another corporation as described below.
Table No. 9 lists, as of May 27, 2025, Directors and Executive Officers who beneficially own the Registrant's voting securities and the amount of the Registrant's voting securities owned by the Directors and Executive Officers as a group.
Table No. 9
Shareholdings of Directors and Executive Officers
Title of Class |
Name of Beneficial Owner | Amount and Nature of Beneficial Ownership |
Percent of Class |
|
|
|
|
Common | John Plourde (1) | 1,540,879 | 8.61% |
Common | Ruth Swan (2) | 423,108 | 2.46% |
Common | Gregory Anderson (3) | 330,029 | 1.93% |
Common | Victor Eng (4) | 354,765 | 2.07% |
Common | Dennis Simmons (5) | 715,619 | 4.16% |
Common | William Webster (6) | 541,060 | 3.18% |
|
|
|
|
| Total Directors/Officers | 3,905,460 | 20.03% |
(1) | Of these shares, 1,085,000 represent currently exercisable share purchase options. |
(2) | Of these shares, 398,000 represent currently exercisable share purchase options. |
(3) | Of these shares, 325,000 represent currently exercisable share purchase options. |
(4) | Of these shares, 300,000 represent currently exercisable share purchase options. |
(5) | Of these shares, 375,000 represent currently exercisable share purchase options. |
(6) | Of these shares, 200,000 represent currently exercisable share purchase options. |
Based upon 16,816,969 shares outstanding as of May 27, 2025 and stock options and warrants held by each beneficial holder exercisable within sixty days as detailed in Table Number 12, “Stock Options Outstanding” below.
58
Board Practices
The Board of Directors currently has 5 committees. These are the Audit and Finance Committee, the Corporate Governance Committee, the Disclosure Committee, the Compensation Committee and the Independent Directors Committee.
The Audit and Finance Committee assists the Board in fulfilling its responsibility for the oversight and quality and integrity of the accounting, auditing, reporting practices, systems of internal accounting and financial controls, the annual independent audit, and the legal and compliance and ethics programs of the CFO as established by management and the Board. The Committee is required to approve the financial reports quarterly and to meet once per year and shall consist of at least three directors, the majority of whom will be non-officers. The Committee currently consists of Gregory Anderson, Dennis Simmons, and William Webster. Former member William Deeks passed away in March 2022.
The Corporate Governance Committee identifies individuals qualified to become board members, recommend director nominees for each annual meeting, recommend to the Board a set of corporate governance standards in the conduct and the business and affairs of the Company, and develop and oversee the annual Board and Board Committee evaluation process. The Committee shall consist of at least 2 Directors, and currently consists of Dennis Simmons, and William Webster. Former member William Deeks passed away in March 2022.
The Disclosure Committee reviews the required disclosure documents and that the Company is meeting all applicable disclosure rules and regulations within the time periods specified. The Committee’s duties include the review and completion of the Form 20-F Annual Report to be filed 4 months after the Company’s fiscal year end. The Disclosure Committee currently consists of William Webster and John Plourde.
The Compensation Committee recommends and reviews the amount of compensation paid to management and directors. The Committee also administers the equity compensation plans and proposes the granting of incentive stock options for review and approval by the Board. The Committee prepares the report on annual compensation for the proxy statement and any other report required by law. The Compensation Committee currently consists of Dennis Simmons, and William Webster. Former member William Deeks passed away in March 2022.
The Independent Directors Committee has the responsibility for reviewing the activities and conduct of management directors and other committees; issuing recommendations to management in regards to matters of concern on behalf of the shareholders and performing such other duties as may be assigned to it by the Board or as may be required by applicable regulatory authorities or legislation The Independent Directors Committee currently consists of Dennis Simmons, and William Webster. Former member William Deeks passed away in March 2022 and a director will be added to the committee.
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Item 7. Major Shareholders and Related Party Transactions
The Company is aware of one persons/companies who beneficially own 5% or more of the Registrant's voting securities. Table No. 10 lists as of May 27, 2025, the persons and/or companies holding 5% or more beneficial interest in the Company’s outstanding common stock.
Table No. 10
5% or Greater Shareholders
|
|
|
|
Title of Class |
Name of Beneficial Owner | Amount and Nature of Beneficial Ownership |
Percent of Class |
|
|
|
|
Common | John Plourde (1) | 1,540,879 | 8.61% |
(1) | Of these shares, 1,085,000 represent currently exercisable share purchase options. |
Based upon 16,816,969 shares outstanding as of May 27, 2025 and stock options and warrants held by each beneficial holder exercisable within sixty days.
No shareholders of the Company have different voting rights from any other shareholder.
INTEREST OF MANAGEMENT IN CERTAIN TRANSACTIONS
John Plourde, current President, CEO and Director, was paid $132,000 in fiscal 2025 (2024 - $132,000, 2023 - $132,000) for Investor Relations activities.
Item 8. Financial Information
The financial statements as required under ITEM #8 are attached hereto and found immediately following the text of this Annual Report. The audit report of DeVisser Gray LLP, Chartered Professional Accountants, is included herein immediately preceding the financial statements and schedules.
There have been no significant changes of financial condition since the most recent financial statements dated January 31, 2025.
Item 9. Offer and Listing of Securities
As of January 31, 2025, the authorized capital of the Company consisted of 100,000,000 common shares. There were 16,816,969 common shares issued and outstanding as of May 16, 2025.
Nature Of Trading Market
The Company's common shares are issued in registered form and the following information is taken from the records of Computershare Trust Company of Canada. Computershare is located at 510 Burrard Street, 3rd Floor, Vancouver, British Columbia, V6C 3B9.
On April 30, 2025, the shareholders' list for the Company's common shares showed 102 registered shareholders, including depositories, and 16,816,969 shares issued and outstanding. Of the total shareholders, 64 are resident in Canada holding 12,290,428 common shares representing 73.08% of the total shares outstanding; 38 shareholders are resident in the United States holding 4,526,541, or 26.92% of the total shares outstanding; and no shareholders are resident in other nations.
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The Company's common shares are not registered to trade in the United States in the form of American Depository Receipts (ADR's) or similar certificates.
The Company has not declared any dividends on its common shares for the last five years and does not anticipate that it will do so in the foreseeable future. The present policy of the Company is to retain future earnings, if any, for use in its operations and the expansion of its business.
The Company's common shares trade on the TSX Venture Exchange in Vancouver, British Columbia, Canada under the stock symbol is “BKM”. The Company formerly traded on the NYSE MKT (now NYSE American) Exchange in New York, New York, under the symbol “PBM” until its voluntary delisting on April 29, 2016 when the stock began trading Over-the-Counter under the symbol “PBMLF”. The CUSIP number is 69403R108.
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Table No. 11 lists the high, low and closing sales prices on the TSX Venture Exchange for the Company's common shares for the most recent six months, the last twelve fiscal quarters, and the last 5 fiscal years. There have been no significant trading suspensions of the Company’s common stock during the prior three years.
Table No. 11
TSX Venture Exchange
Common Shares Trading Activity
| - Sales - | ||
| Canadian Dollars | ||
Period | High | Low | Close |
|
|
|
|
April 2025 | $ 1.55 | $ 1.00 | $ 1.28 |
March 2025 | 1.10 | 0.50 | 1.05 |
February 2025 | 1.10 | 0.63 | 0.68 |
January 2025 | 1.64 | 0.60 | 0.62 |
December 2024 | 1.23 | 0.52 | 0.55 |
November 2024 | 1.35 | 0.93 | 0.93 |
|
|
|
|
|
|
|
|
Three Months Ended 4/30/25 | $ 1.55 | $ .50 | $ 1.28 |
Three Months Ended 1/31/25 | 1.64 | 0.52 | 0.62 |
Three Months Ended 10/31/24 | 1.70 | 0.47 | 1.30 |
Three Months Ended 7/31/24 | 0.60 | 0.45 | 0.57 |
|
|
|
|
Three Months Ended 4/30/24 | $ 0.59 | $ 0.38 | $ 0.56 |
Three Months Ended 1/31/24 | 0.85 | 0.495 | 0.52 |
Three Months Ended 10/31/23 | 0.88 | 0.50 | 0.75 |
Three Months Ended 7/31/23 | 0.78 | 0.54 | 0.61 |
|
|
|
|
Three Months Ended 4/30/23 | $ 0.97 | $ 0.49 | $ 0.52 |
Three Months Ended 1/31/23 | 1.35 | 0.73 | 0.80 |
Three Months Ended 10/31/22 | 1.69 | 0.55 | 1.18 |
Three Months Ended 7/31/22 | 1.05 | 0.63 | 0.80 |
|
|
|
|
Three Months Ended 4/30/22 | $ 4.15 | $ 0.53 | $ 0.99 |
Three Months Ended 1/31/22 | 4.99 | 2.19 | 4.00 |
Three Months Ended 10/31/21 | 2.75 | 2.12 | 2.30 |
Three Months Ended 7/31/21 | 3.75 | 1.75 | 2.40 |
|
|
|
|
Fiscal Year ended 1/31/25 | $ 1.70 | $ 0.38 | $ 0.62 |
Fiscal Year Ended 1/31/24 | 0.97 | 0.49 | 0.52 |
Fiscal Year Ended 1/31/23 | 4.15 | 0.53 | 0.80 |
Fiscal Year Ended 1/31/22 | 4.99 | 1.73 | 4.00 |
Fiscal Year Ended 1/31/20 | 4.10 | 1.21 | 2.03 |
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Table No. 12 lists, as of May 27, 2025, share purchase warrants outstanding, the exercise price, and the expiration date of the share purchase warrants.
Table No. 12
Share Purchase Warrants Outstanding
Number of Share Purchase Warrants Outstanding |
Exercise Price/share |
Expiration Date |
|
|
|
none | nil | n/a |
American Depository Receipts. Not applicable.
Other Securities to be Registered. Not applicable
The TSX Venture Exchange
The Company's common stock is currently listed and trading on the TSX Venture Exchange (“TSX-V”).
The TSX-V was created through the acquisition of the Canadian Venture Exchange by the Toronto Stock Exchange. The Canadian Venture Exchange was a result of the merger between the Vancouver Stock Exchange and the Alberta Stock Exchange which took place on November 29, 1999. On August 1, 2001, the Toronto Stock Exchange completed its purchase of the Canadian Venture Exchange from its member firms and renamed the Exchange the TSX Venture Exchange. The TSX-V currently operates as a complementary but independent exchange from its parent.
The initial roster of the TSX-V was made up of venture companies previously listed on the Vancouver Stock Exchange or the Alberta Stock Exchange and later incorporated junior listings from the Toronto, Montreal and Winnipeg Stock Exchanges. The TSX-V is a venture market as compared to the TSX Exchange which is Canada’s senior market and the Montreal Exchange which is Canada’s market for derivatives products.
The TSX-V is a self-regulating organization owned and operated by the TMX Group. It is governed by representatives of its member firms and the public.
The TMX Group acts as a business link between TSX Venture Exchange members, listed companies and investors. TSX-V policies and procedures are designed to accommodate companies still in their formative stages and recognize those that are more established. Listings are predominately small and medium sized companies.
Regulation of the TSX Venture Exchange, its member firms and its listed companies is the responsibility of Investment Industry Regulatory Organization of Canada ("IIROC"). IIROC is a not-for-profit, independent Canadian self-regulatory organization that, among other things, oversees trading in exchanges and marketplaces.
IIROC administers, oversees and enforces the Universal Market Integrity Rules (“UMIR”). To ensure compliance with UMIR, IIROC monitors real-time trading operations and market-related activities of marketplaces and participants, and also enforces compliance with UMIR by investigating alleged rule violations and administering any settlements and hearings that may arise in respect of such violations.
Investors in Canada are protected by the Canadian Investor Protection Fund (“CIPF”). The CIPF is a private trust fund established to protect customers in the event of the insolvency of a member of any of the following Self-Regulatory Organizations: the TSX Venture Exchange, the Montreal Exchange, the TSX, the Toronto Futures Exchange and the IIROC.
63
United States Market
The Company’s common shares currently trade Over-the-Counter under the symbol “PBMLF”. The shares formerly traded on the NYSE MKT (now NYSE American) Exchange under the symbol “PBM”. The shares began trading on the exchange on August 8, 2007 and ceased trading on April 29, 2016 upon the Company’s’ voluntary delisting.
Legal Proceedings
The Company knows of no active or currently pending proceedings against anyone that might materially adversely affect an interest of the Company.
Item 10. Additional Information
Share Capital
The Company has financed its operations through the issuance of common shares through private placement, the exercise of warrants issued in the private placements, and the exercise of stock options. The changes in the Company’s share capital during the last 3 fiscal years are as follows:
No common shares were issued pursuant to a private placement or to the exercise of warrants or for the exercise of stock options in Fiscal 2025, ended January 31, 2025.
No common shares were issued pursuant to a private placement or to the exercise of warrants or for the exercise of stock options in Fiscal 2024, ended January 31, 2024.
No common shares were issued pursuant to a private placement or to the exercise of warrants or for the exercise of stock options in Fiscal 2023, ended January 31, 2023.
Shares Not Representing Capital
-No Disclosure Necessary-
Shares Held By Company
-No Disclosure Necessary-
Stock Options
Stock Options to purchase securities from Registrant can be granted to Directors and Employees of the Company on terms and conditions acceptable to the regulatory authorities in Canada, notably the TSX Venture Exchange (the “Exchange”).
At the Company’s Annual General Meeting held on July 18, 2024, Shareholders approved a new Stock Option Plan dated 2024 (“The Plan”). Under the Plan, the Company may issue Stock options for up to 20% of the common shares outstanding at the effective date of the Plan, or 3,363,393 common shares. The Plan provides that eligible persons thereunder include any director, officer, employee (full or part-time), consultant or management company employee of the Company or any affiliate of the Company designated by the directors under the Plan. The definition of consultant is the same as that contained in the policies of the Exchange.
The Plan will be administered by the board of directors or a committee thereof. The board of directors will have the authority to determine, among other things, the persons to whom options are granted and the number of such options. At the time an option is granted, the board will also determine the exercise price of the option which,
64
subject to a minimum price of $0.10, shall be equal to the closing price of the common shares on the Exchange on the day immediately preceding the date of grant, and any vesting criteria or other restrictions with respect to the exercisability of the option. At a minimum, unless the approval of the Exchange is received, Options issued to Eligible Persons performing Investor Relations Activities must vest in stages over 12 months with no more than one-quarter of the Options vesting in any three month period. Subject to any restrictions contained in the Plan, the board may also impose such other terms and conditions as it shall deem necessary or advisable at the time of grant.
The term of the options will be determined by the board, but in any case must be no more than ten years from the date of grant. Options are not transferable other than by will or the laws of descent and distribution. If an optionee ceases to be an eligible person for any reason whatsoever, other than death or disability, the option (to the extent that it has vested at the time of termination) will terminate at the end of the period of time permitted for exercise of the Option (such period of time to not be in excess of six months), to be determined by the Board at the time of the grant of an Option, and be of no further force and effect. If an optionee dies or is disabled, the optionee (or the legal representative of the optionee) may exercise the option (to the extent that it has vested) until the earlier of the first anniversary of the date of death or disability and the option’s expiration date.
The Plan provides that the maximum number of common shares which may be reserved for issuance to any participant pursuant to options may not exceed 5% of the common shares outstanding at the time of grant (on a non-diluted basis) less the aggregate number of common shares reserved for issuance to such person under any other option to purchase common shares under any other share compensation arrangement. Under the Plan, the maximum number of common shares that may be issued to any participant, or to one insider and the insider’s associates, within a one year period pursuant to option exercises may not exceed 5% of the outstanding issue.
The maximum number of common shares which may be reserved for issuance to all the insiders of the Company pursuant to share options is limited to 20% of the common shares outstanding at the time of the grant (on a non-diluted basis) less the aggregate number of common shares reserved for issuance to insiders under any other share compensation arrangement.
A copy of the Plan has been filed as an exhibit to this Annual Report.
65
The names and titles of the Directors/Executive Officers of the Registrant to whom outstanding stock options have been granted and the numbers of common shares subject to such options are set forth in Table No. 13 as of May 27, 2025 as well as the number of options granted to Directors and all employees as a group.
Table No. 13
Stock Options Outstanding
Name |
Total Number of Options Held | Total Number of Options Vested or Vesting Within 60 Days |
CDN$ Exercise Price |
Expiration Date |
|
|
|
|
|
Gregory Anderson, Director, former President and CEO | 325,000 | 325,000 | $ 3.00 | August 17, 2026 |
|
|
|
|
|
John Plourde, President, CEO and Director | 700,000 385,000 | 700,000 385,000 | $ 3.00 $ 3.00 | November 12, 2025 August 17, 2026 |
|
|
|
|
|
Ruth Swan, Chief Financial Officer | 130,000 168,000 100,000 | 130,000 168,000 100,000 | $ 3.00 $ 1.00 $ 2.00 | August 17, 2026 May 9, 2026 February 23, 2026 |
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Victor Eng, Director | 100,000 200,000 | 100,000 200,000 | $ 3.00 $ 1.30 | August 17, 2026 May 12, 2026 |
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Dennis Simmons, Director | 375,000 | 375,000 | $ 3.00 | August 17, 2026 |
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William Webster, Director | 200,000 | 200,000 | $ 1.30 | May 12, 2026 |
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Total Officers and Directors (6 persons) |
2,683,000 |
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Total Employees and Consultants (3 persons) |
650,000 |
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Total Officers/Directors/Employees And Consultants |
3,333,000 |
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Resolutions/Authorization/Approvals
-No Disclosure Necessary-
Memorandum and Articles of Association
The Company was originally incorporated under the Company Act of British Columbia on February 18, 1983. Due to changes to provincial laws, the Company was required to adopt new Articles of Incorporation under the new British Columbia Corporations Act. At the Annual General Meeting of Shareholders held on July 16, 2004, the Company adopted amended Articles of Incorporation under the B.C. Corporations Act (the “Act”).
There are no restrictions on the business the company may carry on in the Articles of Incorporation.
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Under the Company’s articles and bylaws a director is not allowed to vote on any transaction or contract with the Company in which has a disclosable interest unless all directors have a disclosable interest in that transaction.
Part 16 of the Company’s bylaws address the duties of the directors, including the borrowing powers. Directors must manage or supervise the management of the business and affairs of the Company and have the authority to exercise all such powers which are not required to be exercised by the shareholders, or as governed by the Act.
There are no age limit requirements pertaining to the retirement or non-retirement of directors.
A director need not be a shareholder of the Company.
The rights, preferences and restrictions attaching to each class of the Company’s shares are as follows:
Common Shares
The authorized shares of common stock of the Company are of the same class and, once issued, rank equally as to dividends, voting powers, and participation in assets. Holders of common stock are entitled to one vote for each share held of record on all matters to be acted upon by the shareholders. Holders of common stock are entitled to receive such dividends as may be declared from time to time by the Board of Directors, in its discretion, out of funds legally available therefore.
Upon liquidation, dissolution or winding up of the Company, holders of common stock are entitled to receive pro rata the assets of Company, if any, remaining after payments of all debts and liabilities. No shares have been issued subject to call or assessment. There are no pre-emptive or conversion rights and no provisions for redemption or purchase for cancellation, surrender, or sinking or purchase funds.
The Company may by special resolution, create, define, and attach special rights or restrictions on any shares and by special resolution and by otherwise complying with any applicable provision of its Memorandum or these Articles to vary or abrogate any special rights and restrictions attached to any shares, but no right or special right attached to any issued shares shall be prejudiced or interfered with unless all members holding shares of each affected class consent thereto in writing, or unless a resolution consenting thereto is passed at a separate class meeting of the holders of the shares of each such class by a majority of three-fourths of the rest of such shares.
An annual general meeting shall be held once every calendar year at such time (not being more than 13 months after holding the last preceding annual meeting) and place as may be determined by the Directors. The Directors may, as they see fit, to convene an extraordinary general meeting. An extraordinary general meeting, if requisitioned in accordance with the Company Act, shall be convened by the Directors or, if not convened by the Directors, may be convened by the requisitionists as provided in the Company Act.
There are no limitations upon the rights to own securities.
There are no provisions that would have the effect of delaying, deferring, or preventing a change in control of the Company.
There is no special ownership threshold above which an ownership position must be disclosed.
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Material Contracts
The Company considers the following as material contracts, which have been entered into by the Company which are currently in effect:
1.Option Agreement for Hearne Hill and Morrison between Booker Gold (now Pacific Booker Minerals) and Noranda Mining and Exploration (now Glencore) dated October 22, 1997.
2.Agreement between the Company and KCC 167 Holdings Ltd. dated July 4, 1995.
3.Agreement between the Company and Windbourne International Capital Management Ltd. dated June 15, 1995.
4.Agreement between the Company and John Paul Stevenson dated November 23, 1998.
5.Agreement between the Company and Rolland Joseph Menard dated July 9, 2001.
6.Agreement between the Company and Noranda (Now Glencore) on the Morrison Property dated April 19, 2004.
7.2024 Stock Option Incentive Plan.
All of the Material Contracts were previously filed as exhibits to the Company’s 20-F Registration Statement except the 2024 Stock Option Plan, which is filed as an exhibit to this 2024 20-F Annual Report.
Exchange Controls And Other Limitations Affecting Security Holders
Except as discussed in ITEM #9, the Company is not aware of any Canadian federal or provincial laws, decrees, or regulations that restrict the export or import of capital, including foreign exchange controls, or that affect the remittance of dividends, interest or other payments to non-Canadian holders of the common shares. There are no limitations on the right of non-Canadian owners to hold or vote the common shares imposed by Canadian federal or provincial law or by the charter or other constituent documents of the Company.
The Investment Canada Act (the "IC Act") governs acquisitions of Canadian business by a non-Canadian person or entity. The IC Act requires a non-Canadian (as defined in the IC Act) making an investment to acquire control of a Canadian business, the gross assets of which exceed certain defined threshold levels, to file an application for review with the Investment Review Division of Industry Canada. The IC Act provides, among other things, for a review of an investment in the event of acquisition of "control" in certain Canadian businesses in the following circumstances:
1. If the investor is a non-Canadian and is a national of a country belonging to the North American Free Trade Agreement ("NAFTA") and/or the World Trade Organization ("WTO") ("NAFTA or WTO National"), any direct acquisition having an asset value exceeding $179,000,000 is reviewable. This amount is subject to an annual adjustment on the basis of a prescribed formula in the IC Act to reflect inflation and real growth within Canada. This threshold level does not apply in certain sections of Canadian industry, such as uranium, financial services (except insurance), transportation services and cultural services (i.e. the publication, distribution or sale of books, magazines, periodicals (other than printing or typesetting businesses), music in print or machine readable form, radio, television, cable and satellite services; the publication, distribution, sale or exhibition of film or video recordings on audio or video music recordings), to which lower thresholds as prescribed in the IC Act are applicable.
2. If the investor is a non-Canadian and is not a NAFTA or WTO National, any direct acquisition having an asset value exceeding $5,000,000 and any indirect acquisition having an asset value exceeding $50,000,000 is reviewable.
3. If the investor is a non-Canadian and is NAFTA or WTO National, an indirect acquisition of control is reviewable if the value of the assets of the business located in Canada represents more than 50% of the asset
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value of the transaction or the business is involved in uranium, financial services, transportation services or cultural services (as set forth above).
Finally, certain transactions prescribed in the IC Act are exempted from review altogether.
In the context of the Company, in essence, three methods of acquiring control of a Canadian business are regulated by the IC Act: (i) the acquisition of all or substantially all of the assets used in carrying on business in Canada; (ii) the acquisition, directly or indirectly, of voting shares of a Canadian corporation carrying on business in Canada; or (iii) the acquisition of voting shares of an entity which controls, directly or indirectly, another entity carrying on business in Canada.
An acquisition of a majority of the voting shares of a Canadian entity, including a corporation, is deemed to be an acquisition of control under the IC Act. However, under the IC Act, there is a rebuttable presumption that control is acquired if one-third of the voting shares of a Canadian corporation or an equivalent undivided interest in the voting shares of such corporation are held by a non-Canadian person or entity. An acquisition of less than one-third of the voting shares of a Canadian corporation is deemed not to be an acquisition of control. An acquisition of less than a majority, but one-third or more, of the voting shares of a Canadian corporation is presumed to be an acquisition of control unless it can be established that, on the acquisition, the Canadian corporation is not, in fact, controlled by the acquirer through the ownership of voting shares. For partnerships, trusts, joint ventures or other unincorporated Canadian entities, an acquisition of less than a majority of the voting interests is deemed not to be an acquisition of control.
In addition, if a Canadian corporation is controlled by a non-Canadian, the acquisition of control of any other Canadian corporation by such corporation may be subject to the prior approval of the Investment Review Division, unless it can be established that the Canadian corporation is not in fact controlled by the acquirer through the ownership of voting shares.
Where an investment is reviewable under the IC Act, the investment may not be implemented unless it is likely to be of net benefit to Canada. If an applicant is unable to satisfy the Minister responsible for Industry Canada that the investment is likely to be of net benefit to Canada, the applicant may not proceed with the investment. Alternatively, an acquirer may be required to divest control of the Canadian business that is the subject of the investment.
In addition to the foregoing, the IC Act provides for formal notification under the IC Act of all other acquisitions of control by Canadian businesses by non-Canadian investors. The notification process consists of filing a notification within 30 days following the implementation of an investment, which notification is for information, as opposed to review, purposes.
TAXATION
The following summary of the material Canadian federal income tax consequences generally applicable in respect of the common stock reflects the Company’s opinion. The tax consequences to any particular holder of common stock will vary according to the status of that holder as an individual, trust, corporation or member of a partnership, the jurisdiction in which that holder is subject to taxation, the place where that holder is resident and, generally, according to that holder’s particular circumstances. This summary is applicable only to holders who are resident in the United States, have never been resident in Canada, deal at arm’s length with the Company, hold their common stock as capital property and who will not use or hold the common stock in carrying on business in Canada. Special rules, which are not discussed in this summary, may apply to a United States holder that is an issuer that carries on business in Canada and elsewhere.
This summary is based upon the provisions of the Income Tax Act of Canada and the regulations thereunder (collectively, the "Tax Act" or “ITA”)and the Canada-United States Tax Convention (the “Tax Convention”)
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as at the date of the Annual Report and the current administrative practices of Canada Customs and Revenue Agency. This summary does not take into account provincial income tax consequences.
Management urges each holder to consult his own tax advisor with respect to the income tax consequences applicable to him in his own particular circumstances.
CANADIAN INCOME TAX CONSEQUENCES
Disposition of Common Stock.
The summary below is restricted to the case of a holder (a “Holder”) of one or more common shares (“Common Shares”) who for the purposes of the Tax Act is a non-resident of Canada, holds his Common Shares as capital property and deals at arm’s length with the Company.
Dividends
A Holder will be subject to Canadian withholding tax (“Part XIII Tax”) equal to 25%, or such lower rates as may be available under an applicable tax treaty, of the gross amount of any dividend paid or deemed to be paid on his Common Shares. Under the Tax Convention, the rate of Part XIII Tax applicable to a dividend on Common Shares paid to a Holder who is a resident of the United States is, if the Holder is a company that beneficially owns at least 10% of the voting stock of the Company, 5% and, in any other case, 15% of the gross amount of the dividend. The Company will be required to withhold the applicable amount of Part XIII Tax from each dividend so paid and remit the withheld amount directly to the Receiver General for Canada for the account of the Holder.
Disposition of Common Shares
A Holder who disposes of Common Shares, including by deemed disposition on death, will not be subject to Canadian tax on any capital gain thereby realized unless the common Share constituted “taxable Canadian property” as defined by the Tax Act. Generally, a common share of a public corporation will not constitute taxable Canadian property of a Holder unless he held the common share as capital property used by him carrying on a business in Canada, or he or persons with whom he did not deal at arm’s length alone or together held or held options to acquire, at any time within the 60 months preceding the disposition, 25% or more of the issued shares of any class of the capital stock of the Company.
A Holder who is a resident of the United States and realizes a capital gain on disposition of Common Shares that was taxable Canadian property will nevertheless, by virtue of the Treaty, generally be exempt from Canadian tax thereon unless (a) more than 50% of the value of the Common Shares is derived from, or from an interest in, Canadian real estate, including Canadian mineral resources properties, (b) the Common Shares formed part of the business property of a permanent establishment that the Holder has or had in Canada within the 12 months preceding disposition, or (c) the Holder (i) was a resident of Canada at any time within the ten years immediately preceding the disposition, and for a total of 120 months during any period of 20 consecutive years, preceding the disposition, and (ii) owned the Common Shares when he ceased to be resident in Canada.
A Holder who is subject to Canadian tax in respect of a capital gain realized on disposition of Common Shares must include one half of the capital gain (“taxable capital gain”) in computing his taxable income earned in Canada. The Holder may, subject to certain limitations, deduct one half of any capital loss (“allowable capital loss”) arising on disposition of taxable Canadian property from taxable capital gains realized in the year of disposition in respect to taxable Canadian property and, to the extent not so deductible, from such taxable capital gains of any of the three preceding years or any subsequent year.
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UNITED STATES FEDERAL INCOME TAX CONSEQUENCES
The following is a discussion of material United States Federal income tax consequences, under the law, generally applicable to a U.S. Holder (as defined below) of common shares of the Company. This discussion does not cover any state, local or foreign tax consequences.
The following discussion is based upon the sections of the Internal Revenue Code of 1986, as amended (“the Code”), Treasury Regulations, published Internal Revenue Service (“IRS) rulings, published administrative positions of the IRS and court decisions that are currently applicable, any or all of which could be materially and adversely changed, possible on a retroactive basis, at any time. In addition, the discussion does not consider the potential effects, both adverse and beneficial, or recently proposed legislation which, if enacted, could be applied, possibly on a retroactive basis, at any time. The discussion is for general information only and it is not intended to be, nor should it be construed to be, legal or tax advice to any holder or prospective holder of common shares of the Company. Each holder and prospective holder of common shares of the Company is advised to consult their own tax advisors about the federal, state, local, and foreign tax consequences of purchasing, owning and disposing of common shares of the Company applicable to their own particular circumstances.
U.S. Holders
As used herein, a (“U.S. Holder”) includes a holder of common shares of the Company who is a citizen or resident of the United States, a corporation created or organized in or under the laws of the United States or of any political subdivision thereof, an estate whose income is taxable in the United States irrespective of source or a trust subject to the primary supervision of a court within the United States and control of a United States fiduciary as described in Section 7701(a)(30) of the Code. This summary does not address the tax consequences to, and U.S. Holder does not include, persons subject to special provisions of Federal income tax law, such as tax-exempt organizations, qualified retirement plans, financial institutions, insurance companies, real estate investment trusts, regulated investment companies, broker-dealers, non-resident alien individuals, persons or entities that have a “functional currency” other than the U.S. dollar, shareholders who hold common shares as part of a straddle, hedging or conversion transaction, and shareholders who acquired their common shares through the exercise of employee stock options or otherwise as compensation for services.
This summary is limited to U.S. Holders who own common shares as capital assets. This summary does not address the consequences to a person or entity holding an interest in a shareholder or the consequences to a person of the ownership, exercise or disposition of any options, warrants or other rights to acquire common shares.
Distribution on Common Shares of the Company
U.S. Holders receiving dividend distributions (including constructive dividends) with respect to common shares of the Company are required to include in gross income for United States Federal income tax purposes the gross amount of such distributions equal to the U.S. dollar value of such distributions on the date of receipt (based on the exchange rate on such date), to the extent that the Company has current or accumulated earnings and profits, without reduction for any Canadian income tax withheld from such distributions. Such Canadian tax withheld may be credited, subject to certain limitations, against the U.S. Holder’s United States Federal Income tax liability or, alternatively, individuals may be deducted in computing the U.S. Holder’s United States Federal taxable income by those individuals who itemize deductions. (See more detailed discussion at “Foreign Tax Credit” below). To the extent that distributions exceed current or accumulated earnings and profits of the Company, they will be treated first as a return of capital up to the U.S. Holder’s adjusted basis in the common shares and thereafter as gain from the sale or exchange of the common shares. Dividend income will be taxed at marginal tax rates applicable to ordinary income while preferential tax rates for long-term capital gains as
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applicable to a U.S. Holder which is an individual, estate or trust. There are currently no preferential tax rates for long-term capital gains for a U.S. Holder which is a corporation.
In the case of foreign currency received as a dividend that is not converted by the recipient into U.S. dollars on the date of receipt, a U.S. Holder will have a tax basis in the foreign currency equal to its U.S. dollar value on the date of receipt. Generally any gain or loss recognized upon a subsequent sale of other disposition of the foreign currency, including the exchange for U.S. dollars, will be ordinary income or loss.
Dividends paid on the common shares of the Company will not generally be eligible for the dividends received deduction provided to corporations receiving dividends from certain United States corporations. A U.S. Holder which is a corporation may, under certain circumstances, be entitled to a 70% deduction of the United States source portion of dividends received from the Company (unless the Company qualifies as a “foreign personal holding company” or a “passive foreign investment company”, as defined below) if such U.S. Holder owns shares representing at least 10% of the voting power and value of the Company. The availability of this deduction is subject to several complex limitations which are beyond the scope of this discussion.
Under current Treasury Regulations, dividends paid on the Company’s common shares, if any, generally will not be subject to information reporting and generally will not be subject to U.S. backup withholding tax. However, dividends and the proceeds from a sale of the Company’s common shares paid in the U.S. through a U.S. or U.S. related paying agent (including a broker) will be subject to U.S. information reporting requirements and may also be subject to the 31% U.S. backup withholding tax, unless the paying agent is furnished with a duly completed and signed Form W-9. Any amounts withheld under the U.S. backup withholding tax rules will be allowed as a refund or a credit against the U.S. Holder’s U.S. federal income tax liability, provided the required information is furnished to the IRS.
Foreign Tax Credit
For individuals whose entire income from sources outside the United States consists of qualified passive income, the total amount of creditable foreign taxes paid or accrued during the taxable year does not exceed $300 ($600 in the case of a joint return) and an election is made under section 904(j), the limitation on credit does not apply.
A U.S. Holder who pays (or has withheld from distributions) Canadian income tax with respect to the ownership of common shares of the Company may be entitled, at the option of the U.S. Holder, to either a deduction or a tax credit for such foreign tax paid or withheld. Generally, it will be more advantageous to claim a credit because a credit reduces United States Federal income taxes on a dollar-for-dollar basis, while a deduction merely reduces the taxpayer’s income subject to tax. This election is made on a year-by-year basis and applies to all foreign income taxes (or taxes in lieu of income tax) paid by (or withheld from) the U.S. Holder during the year. There are significant and complex limitations which apply to the credit, among which is the general limitation that the credit cannot exceed the proportionate share of the U.S. Holder’s United States income tax liability that the U.S. Holder’s foreign source income bears to his/her or its worldwide taxable income in the determination of the application of this limitation. The various items of income and deduction must be classified into foreign and domestic sources.
Complex rules govern this classification process. In addition, this limitation is calculated separately with respect to specific classes of income such as “passive income”, “high withholding tax interest”, “financial services income”, “shipping income”, and certain other classifications of income. Dividends distributed by the Company will generally constitute “passive income” or, in the case of certain U.S. Holders, “financial services income” for these purposes. The availability of the foreign tax credit and the application of the limitations on the credit are fact specific and management urges holders and prospective holders of common shares of the Company to consult their own tax advisors regarding their individual circumstances.
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Disposition of Common Shares of the Company
A U.S. Holder will recognize gain or loss upon the sale of common shares of the Company equal to the difference, if any, between (I) the amount of cash plus the fair market value of any property received, and (ii) the shareholder’s tax basis in the common shares of the Company. Preferential tax rates apply to long-term capital gains of U.S. Holders, which are individuals, estates or trusts. This gain or loss will be capital gain or loss if the common shares are capital assets in the hands of the U.S. Holder, which will be a short-term or long-term capital gain or loss depending upon the holding period of the U.S. Holder. Gains and losses are netted and combined according to special rules in arriving at the overall capital gain or loss for a particular tax year. Deductions for net capital losses are subject to significant limitations. For U.S. Holders, which are not corporations, any unused portion of such net capital loss may be carried over to be used in later tax years until such net capital loss is thereby exhausted, but individuals may not carry back capital losses. For U.S. Holders, which are corporations (other than corporations subject to Subchapter S of the Code), an unused net capital loss may be carried back three years from the loss year and carried forward five years from the loss year to be offset against capital gains until such net capital loss is thereby exhausted.
Other Considerations
In the following circumstances, the above sections of the discussion may not describe the United States Federal income tax consequences resulting from the holding and disposition of common shares of the Company.
Foreign Personal Holding Company
If at any time during a taxable year more than 50% of the total combined voting power or the total value of the Company’s outstanding shares is owned, actually or constructively, by five or fewer individuals who are citizens or residents of the United States and 60% (50% after the first tax year) or more of the Company’s gross income for such year was derived from certain passive sources (e.g. from interest income received from its subsidiaries), the Company would be treated as a “foreign personal holding company.” In that event, U.S. Holders that hold common shares of the Company would be required to include in gross income for such year their allocable portions of such passive income to the extent the Company does not actually distribute such income.
The Company does not believe that it currently has the status of a “foreign personal holding company”. However, there can be no assurance that the Company will not be considered a foreign personal holding company for the current or any future taxable year.
Foreign Investment Company
If 50% or more of the combined voting power or total value of the Company’s outstanding shares are held, actually or constructively, by citizens or residents of the United States, United States domestic partnerships or corporations, or estates or trusts other than foreign estates or trusts (as defined by the Code Section 7701(a)(31), and the Company is found to be engaged primarily in the business of investing, reinvesting, or trading in securities, commodities, or any interest therein, it is possible that the Company might be treated as a “foreign investment company” as defined in Section 1246 of the Code, causing all or part of any gain realized by a U.S. Holder selling or exchanging common shares of the Company to be treated as ordinary income rather than capital gains.
Passive Foreign Investment Company
As a foreign corporation with U.S. Holders, the Company could potentially be treated as a passive foreign investment company (“PFIC”), as defined in Section 1297 of the Code, depending upon the percentage of the Company’s income which is passive, or the percentage of the Company’s assets which is held for the purpose of producing passive income.
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The rule governing PFICs can have significant tax effects on U.S. shareholders of foreign corporations who are subject to U.S. Federal income taxation under alternative methods at the election of each such U.S. shareholder. As a PFIC, each U.S. shareholder’s income or gain, with respect to a disposition or deemed disposition of the PFIC’s shares or a distribution payable on such shares will generally be subject to tax at the highest marginal rates applicable to ordinary income and certain interest charges, unless the U.S. shareholder has timely made a “qualified electing fund” election or a “mark-to-market” election for those shares.
A U.S. shareholder who elects to treat the PFIC as a Qualified Electing Fund ("QEF"), as defined in the Code, (an "Electing U.S. Holder") will be required to currently include in his income, for any taxable year in which the corporation qualifies as a PFIC, his pro-rata share of the corporation's (i) "net capital gain" (the excess of net long-term capital gain over net short-term capital loss), which will be taxed as long-term capital gain to the Electing U.S. Holder, and (ii) "ordinary earnings" (the excess of earnings and profits over net capital gain), which will be taxed as ordinary income to the Electing U.S. Holder, in each case, for the U.S. Holder's taxable year in which (or with which) the corporation’s taxable year ends, regardless of whether such amounts are actually distributed. A QEF election also allows the Electing U.S. Holder to generally treat any gain realized on the disposition of his common shares (or deemed to be realized on the pledge of his common shares) as capital gain; treat his share of the corporation's net capital gain, if any, as long-term capital gain instead of ordinary income, and either avoid interest charges resulting from PFIC status altogether, or make an annual election, subject to certain limitations, to defer payment of current taxes on his share of the corporation's annual realized net capital gain and ordinary earnings
The procedure a U.S. Holder must comply with in making a timely QEF election will depend on whether the year of the election is the first year in the U.S. Holder's holding period in which the corporation is a PFIC. If the U.S. shareholder makes a QEF election in such first year, then the U.S. shareholder may make the QEF election by simply filing the appropriate documents at the time the U.S. Holder files a tax return for such first year. If, however, the corporation qualified as a PFIC in a prior year during the U.S. shareholder’s holding period, then the U.S. shareholder may make a retroactive QEF election, provided he has preserved his right to do so under the protective statement regime or he obtains IRS permission.
If a U.S. shareholder has not made a QEF Election at any time (a "Non-electing U.S. Holder"), then special taxation rules under Section 1291 of the Code will apply to gains realized on the disposition (or deemed to be realized by reason of a pledge) of his common shares, and certain "excess distributions" by the corporation. An excess distribution is a current year distribution received by the U.S. shareholder on PFIC stock to the extent that the distribution exceeds its ratable portion of 125% of the average amount received by the U.S. shareholder during the preceding three years.
A Non-electing U.S. shareholder generally would be required to pro-rate all gains realized on the disposition of his common shares and all excess distributions over the entire holding period for the common shares. All gains or excess distributions allocated to prior years of the U.S. shareholder (other than years prior to the first taxable year of the corporation during such U.S. Holder's holding period and beginning after January 1, 1987 for which it was a PFIC) would be taxed at the highest marginal tax rate for each such prior year applicable to ordinary income. The Non-electing U.S. shareholder also would be liable for interest on the foregoing tax liability for each such prior year calculated as if such liability had been due with respect to each such prior year. A Non-electing non-corporate U.S. shareholder must treat this interest charge as "personal interest" which is wholly non-deductible. The balance of the gain or the excess distribution will be treated as ordinary income in the year of the disposition or distribution, and no interest charge will be incurred with respect to such balance.
If a corporation is a PFIC for any taxable year during which a Non-electing U.S. shareholder holds common shares, then the corporation will continue to be treated as a PFIC with respect to such common shares, even if it is no longer by definition a PFIC. A Non-electing U.S. shareholder may terminate this deemed PFIC status
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by electing to recognize a gain, which will be taxed under the rules for Non-Electing U.S. Holders, as if such common shares had been sold on the last day of the last taxable year for which it was a PFIC. If the corporation no longer qualifies as a PFIC in a subsequent year, then normal Code rules and not the PFIC rules will apply with respect to a U.S. shareholder who has made a QEF election.
In certain circumstances, a U.S. Holder of stock in a PFIC can make a “qualified electing fund election” to mitigate some of the adverse tax consequences of holding stock in a PFIC by including in income its share of the corporation’s income on a current basis. However, we do not currently intend to prepare or provide the information that would enable you to make a qualified electing fund election. Management urges US persons to consult with their own tax advisors with regards to the impact of these rules.
Controlled Foreign Corporation
A Controlled Foreign Corporation (CFC) is a foreign corporation more than 50% of whose stock by vote or value is, on any day in the corporation’s tax year, owned (directly or indirectly) by U.S. Shareholders. If more than 50% of the voting power of all classes of stock entitled to vote is owned, actually or constructively, by citizens or residents of the United States, United States domestic partnerships and corporations or estates or trusts other than foreign estates or trusts, each of whom own actually or constructively 10% or more of the total combined voting power of all classes of stock of the Company could be treated as a “controlled foreign corporation” under Subpart F of the Code. This classification would affect many complex results, one of which is the inclusion of certain income of a CFC, which is subject to current U.S. tax. The United States generally taxes United States Shareholders of a CFC currently on their pro rata shares of the Subpart F income of the CFC. Such United States Shareholders are generally treated as having received a current distribution out of the CFC’s Subpart F income and are also subject to current U.S. tax on their pro rata shares of the CFC’s earnings invested in U.S. property.
The foreign tax credit described above may reduce the U.S. tax on these amounts. In addition, under Section 1248 of the Code, gain from the sale or exchange of shares by a U.S. Holder of common shares of the Corporation which is or was a United States Shareholder at any time during the five-year period ending with the sale or exchange is treated as ordinary income to the extent of earnings and profits of the Company (accumulated in corporate tax years beginning after 1962, but only while the shares were held and while the Company was “controlled”) attributable to the shares sold or exchanged. If a foreign corporation is both a PFIC and a CFC, the foreign corporation generally will not be treated as a PFIC with respect to the United States Shareholders of the CFC. This rule generally will be effective for taxable years of United States Shareholders beginning after 1997 and for taxable years of foreign corporations ending with or within such taxable years of United States Shareholders. The PFIC provisions continue to apply in the case of PFIC that is also a CFC with respect to the U.S. Holders that are less than 10% shareholders. Because of the complexity of Subpart F, a more detailed review of these rules is outside of the scope of this discussion.
The amount of any backup withholding will not constitute additional tax and will be allowed as a credit against the U.S. Holder’s federal income tax liability.
Filing of Information Returns. Under a number of circumstances, United States Investor acquiring shares of the Company may be required to file an information return with the Internal Revenue Service Center where they are required to file their tax returns with a duplicate copy to the Internal Revenue Service Center, Philadelphia, PA 19255. In particular, any United States Investor who becomes the owner, directly or indirectly, of 10% or more of the shares of the Company will be required to file such a return. Other filing requirements may apply, and management urges United States Investors to consult their own tax advisors concerning these requirements.
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Statement by Experts
Not Applicable.
Documents on Display
All documents incorporated and referred by reference in this 20-F Annual Report may be viewed at the Company’s Executive Office located at #1203 – 1166 Alberni Street, Vancouver, British Columbia.
Item 11. Disclosures about Market Risk
The company’s mineral properties are all currently at the exploration stage and the Company’s operations are limited to exploring those properties. Therefore, Pacific Booker’s market risks are minimal.
Competitive Environment
The Company competes with other mining companies for exploration properties, joint venture agreements and for the acquisition of attractive gold companies. There is a risk that this competition could increase the difficulty of concluding a negotiation on terms that the Company considers acceptable.
Item 12. Description of Other Securities
Not Applicable
Part II
Item 13. Defaults, Dividend Arrearages and Delinquencies
Not Applicable
Item 14. Modifications of Rights of Securities Holders and Use of Proceeds
Not Applicable
Item 15. Controls and Procedures
Disclosure Controls and Procedures
The Company’s management is responsible for establishing and maintaining disclosure controls and procedures to provide reasonable assurance that material information related to the Company, including its consolidated subsidiaries, is made known to senior management, including Chief Executive Officer (“CEO”) and the Chief Financial Officer (“CFO”), by others within those entities on a timely basis so that appropriate decisions can be made regarding public disclosure.
We carried out an evaluation, under the supervision and with the participation of our management, including our Principal Executive Officer and our Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)) under the Securities and Exchange Act of 1934, as amended) as of January 31, 2025. The Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures as of January 31, 2025, were effective to give reasonable assurance that the information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is (i) recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and (ii) accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
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Management’s Annual Report on Internal Control over Financial Reporting
The Company’s management is responsible for designing, establishing and maintaining a system of internal controls over financial reporting (as defined in Exchange Act Rule 13a-15(f)) to provide reasonable assurance that the financial information prepared by the Company for external purposes is reliable and has been recorded, processed and reported in an accurate and timely manner in accordance with IFRS as issued by IASB. The Board of Directors is responsible for ensuring that management fulfills its responsibilities. The Audit Committee fulfills its role of ensuring the integrity of the reported information through its review of the interim and annual financial statements. Management reviewed the results of their assessment with the Company’s Audit Committee.
Because of its inherent limitations, the Company’s internal control over financial reporting may not prevent or detect all possible misstatements or frauds. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with policies or procedures may deteriorate.
To evaluate the effectiveness of the Company’s internal control over financial reporting, Management has used the Internal Control – Integrated Framework (2013), which is a suitable, recognized control framework established by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Management has assessed the effectiveness of the Company’s internal control over financial reporting and concluded that such internal control over financial reporting is effective as of January 31, 2025.
Limitations on the Effectiveness of Controls
The Company's management, including the CEO and CFO, does not expect that our Disclosure Controls or our Internal Controls will prevent all error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed achieving its stated goals under all potential future conditions; over time, control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
Attestation Report of the Registered Accounting Firm.
This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to the rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this Form 20-F Annual Report.
Changes in Internal Control over Financial Reporting
There were no changes in the Company’s internal control over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
There have been no changes in the Company's internal controls over financial reporting during the period covered by this annual report that have materially affected or are reasonably likely to materially affect the
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Company’s internal control over financial reporting with regard to deficiencies or material weaknesses other than the corrective actions to ensure proper disclosure is included in the Company’s filings under the Exchange Act, including the Form 20-F Annual Report.
Item 16. Reserved
Item 16A. Audit Committee Financial Expert
The Company’s Audit Committee currently consists of three members, all of whom are financially literate. William F. Webster meets the requirements of “audit committee financial expert. Mr. Webster is “Independent” as defined by the rules of the NYSE American Exchange.
Item 16B. Code of Ethics
The Board of Directors has adopted a written Code of Ethics. The Code of Ethics and Business Conduct applies equally to all employees, officers, directors, consultants, contractors, suppliers and others acting on behalf of the Company. The Board also relies upon the selection of persons to and as directors, officers and employees who they consider to meet the highest ethical standards.
A copy of Pacific Booker’s Code of Ethics and Business Conduct has been filed as an exhibit to the Company's Form 6-K as filed on May 22, 2013.
Item 16C. Principal Accountant Fees and Services
Table Number 14 discloses the fees billed to the Company by its independent auditors, DeVisser Gray LLP, Chartered Professional Accountants, for Fiscal 2025, 2024 and 2023.
Table No. 14
Audit Fees Paid
| Fiscal Year Ended January 31, 2025 | Fiscal Year Ended January 31, 2024 | Fiscal Year Ended January 31, 2023 |
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Audit Fees | $ 39,000 | $ 17,000 | $ 25,000 |
Audit Related Fees | Nil | Nil | Nil |
Tax Fees | Nil | Nil | Nil |
All Other Fees | Nil | Nil | Nil |
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Former Auditor: |
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Audit Fees | Nil | Nil | $ 9,927 |
Audit Related Fees | Nil | Nil | 5,282 |
Tax Fees | Nil | Nil | Nil |
All Other Fees | Nil | Nil | Nil |
Total | $ 39,000 | $ 17,000 | $ 40,209 |
Item 16D. Exemptions from Listing Standards for Audit Committees
Not Applicable
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Item 16E. Purchase of Equity Securities by the Issuer and Affiliated Purchasers
Not Applicable
Item 16F. Change in Registrant's Certifying Accountant
Not Applicable
Item 16G. Corporate Governance
Not Applicable
Item 16H. Mine Safety Disclosure
Not Applicable
Item 16J. Insider Trading Policies
The Company’s Code of Ethics prohibits staff members from trading in the Company’s stock on information that has not been released to the public. The Company has not adopted insider trading policies and procedures governing the purchase or sale of the Company’s stock by directors, management or employees except for the prohibition contained in the Code of Ethics. The Board of Directors believes that providing insiders and employees with guidance and education of the governing securities regulations, particularly those of the British Columbia Securities Commission and the TSX Venture Exchange, is sufficient to promote compliance with applicable insider trading laws.
Item 16K. Cybersecurity
Risk Management and Strategy
The Company currently manages our cybersecurity risk through our IT consultants in a variety of practices that are applicable to all users of our information technology and information assets, including our employees, vendors and contractors. The Company uses a combination of technology and monitoring to promote security awareness and prevent security incidents, including network and passwords protocols, third party firewalls, and antivirus protections.
We have not experienced any material cybersecurity incidents or identified any material cybersecurity threats that have affected or are reasonably likely to materially affect us, our business strategy, results of operations or financial condition.
Governance
The Board of Directors is responsible for overseeing risks related to cybersecurity. The Company's senior management of the President and Chief Financial Officer are responsible for assessing and managing risks and incidents relating to cybersecurity threats. They report any material findings and recommendations, if any, to the Board of Directors.
Part III
Item 17. Financial Statements
The Company has provided financial statements pursuant to ITEM #18.
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Item 18. Financial Statements
The Company's financial statements are stated in Canadian Dollars (CDN$) and are prepared in accordance with International Financial Reporting Standards for fiscal years ended January 31, 2025 and 2024.
The financial statements as required under ITEM #18 are attached hereto and found immediately following the text of this Annual Report. The audit report of DeVisser Gray LLP, Chartered Professional Accountants, is included herein immediately preceding the financial statements.
Item 19. Exhibits
(A1) The financial statements thereto as required under ITEM #18 are attached hereto and found immediately following the text of this Annual Report. The audit report of DeVisser Gray LLP, Chartered Professional Accountants, is included herein immediately preceding the financial statements. is included herein immediately preceding the audited financial statements.
Audited Financial Statements
Independent Auditors Report, dated May 27, 2025
Balance Sheets at January 31, 2025 and January 31, 2024.
Statements of Operations for the years ended January 31, 2025, 2024, and 2023.
Statements of Cash Flows for the years ended January 31, 2025, 2024, and 2023.
Notes to Financial Statements
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(B) Index to Exhibits:
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1. | Certificate of Incorporation, Certificates of Name Change, Articles of Incorporation, Articles of Amalgamation and By-Laws | ||
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2. | Instruments defining the rights of holders of the securities being registered ***See Exhibit Number 1*** | ||
3. | Voting Trust Agreements – N/A | ||
4. | Material Contracts (All previously filed) | ||
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1. | Option Agreement for Hearne Hill and Morrison between Booker Gold (now Pacific Booker Minerals) and Noranda Mining and Exploration (now Glencore) dated October 22, 1997. | ||
2. | Agreement between the Company and KCC 167 Holdings Ltd. dated July 4, 1995. | ||
3. | Agreement between the Company and Windbourne International Capita Management Ltd. dated June 15, 1995. | ||
4. | Agreement between the Company and John Paul Stevenson dated November 23, 1998. | ||
5. | Agreement between the Company and Rolland Joseph Menard dated July 9, 2001. | ||
6. | Agreement between the Company and Noranda (now Glencore) on the Morrison Property dated April 19, 2004. | ||
5. | List of Foreign Patents – N/A | ||
6. | Calculation of earnings per share – N/A | ||
7. | Explanation of calculation of ratios – N/A | ||
8. | List of Subsidiaries – N/A | ||
9. | Statement pursuant to the instructions to Item 8.A.4, regarding the financial statements filed in registration statements for initial public offerings of securities – N/A | ||
10. | Other documents | ||
11. | Code of Ethics | ||
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12. | Certifications | ||
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PACIFIC BOOKER MINERALS INC.
FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
YEAR ENDED JANUARY 31, 2025
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CONTENTS | PAGE # |
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MANAGEMENT’S RESPONSIBILITY
Management is responsible for the preparation and presentation of the accompanying financial statements, including responsibility for significant accounting judgments and estimates in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board and ensuring that all information in the annual report is consistent with the statements. This responsibility includes selecting appropriate accounting principles and methods, and making decisions affecting the measurement of transactions in which objective judgment is required.
In discharging its responsibilities for the integrity and fairness of the financial statements, management designs and maintains the necessary accounting systems and related internal controls to provide reasonable assurance that transactions are authorized, assets are safeguarded and financial records are properly maintained to provide reliable information for the preparation of financial statements.
The majority of the Board of Directors and the Audit Committee is composed of Directors who are neither management nor staff of Pacific Booker Minerals Inc. The Board of Directors is responsible for overseeing management in the performance of its financial reporting responsibilities, and for approving the financial information included in the annual report. The Audit Committee has the responsibility of meeting with management and external auditors to discuss the internal controls over the financial reporting process, auditing matters and financial reporting issues. The Committee is also responsible for recommending the appointment of Pacific Booker Minerals Inc.’s external auditors.
De Visser Gray LLP, an independent firm of Chartered Professional Accountants, is appointed by the shareholders at the annual meeting to audit the financial statements and report directly to the shareholders via their report which follows. The external auditors have full and free access to meet periodically (and separately with) the Audit Committee and management to discuss the audit findings.
Management has identified areas of material uncertainty related to events or conditions that may cast doubt about the ability of the Company to continue as a going concern. The preparation of these financial statements on a going concern basis remains appropriate, and we draw the reader’s attention to Note 2(b) in the financial statements which discusses the Company’s ability to continue as a going concern.
May 27, 2025
"John Plourde" "Ruth Swan"
Chief Executive OfficerChief Financial Officer
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and the Board of Directors of Pacific Booker Minerals Inc.
Opinion on the Financial Statements
We have audited the accompanying financial statements of Pacific Booker Minerals Inc. (the “Company”), which comprise the statements of financial position as at January 31, 2025 and 2024, and the statements of comprehensive loss, changes in equity and cash flows for the years ended January 31, 2025 and 2024, and related notes and schedules (collectively referred to as the ‘financial statements’). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as at January 31, 2025 and 2024 and its financial performance and its cash flows for the years ended January 31, 2025 and 2024, in conformity with IFRS Accounting Standards as issued by the International Accounting Standards Board.
Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2(b) in the financial statements, the Company has incurred losses and negative cash flows from operations since inception that raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2(b). The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with U.S. federal securities laws, the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance whether the financial statements are free of material misstatement, whether due to fraud or error. The Company is not required to have, nor were we engaged to perform, an audit of internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing a separate opinion on the critical audit matters or on the accounts or disclosures to which they relate.
Exploration and Evaluation Assets – Assessment of Whether Indicators of Impairment Exist
As described in Note 5 to the financial statements, the Company holds the rights to exploration-stage exploration and evaluation assets. Note 2(d) to the financial statements explains that the Company capitalizes all costs incurred in acquiring and exploring these assets. At the end of each reporting period, as discussed in Note 2(f)(iii), the Company assesses its exploration and evaluation assets to determine whether any indication of impairment exists.
Management considered the following factors to determine whether or not an indicator of impairment exists: (i) whether the period for which the Company has the right to explore its project has expired or will expire in the near future; (ii) further exploration on its project is neither budgeted nor planned; (iii) whether exploration activities to date have led to the discovery of commercially viable quantities of mineral resources; and (iv) whether there is sufficient data that indicates the carrying amount of the Company’s exploration and evaluation assets are unlikely to be recovered in full from successful development and/or sale. Of the factors that must be considered, the judgments associated with the Company’s ability and options to develop its project and the impact of the Company’s market capitalization relative to the carrying
85
value of its net assets are the most subjective. Auditing these judgments required a high degree of subjectivity in applying audit procedures and in evaluating the results of those procedures. This resulted in an increased extent of audit effort.
The principal considerations for our determination that the assessment of potential impairment is a critical audit matter are: (i) materiality of the aggregate amounts involved in respect to quantum; (ii) the degree of judgment required by management when assessing the recoverability of deferred acquisition costs; and (iii) the required extent of auditor judgment, subjectivity, and effort in performing procedures to evaluate management’s assessment.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the financial statements. These procedures also included, among others, (i) obtaining and evaluating management’s assessment for determining whether an indicator of impairment exists; (ii) testing the completeness and accuracy of underlying data used in management’s assessment and evaluating the reasonableness of the significant estimates and assumptions used by management; and (iii) considering whether the financial statements fairly disclosed the inherent uncertainties applicable to the recoverability of deferred exploration and evaluation asset costs.
Going Concern
The principal considerations for our determination that the going concern uncertainty was a critical audit matter were: (i) that the formal reporting of such uncertainty involves a significant disclosure, the absence of which could constitute a material misstatement to a financial statement reader and, (ii) that, at the same time, it involves on our part the use of a high level of subjective judgement as we are required to consider the possible impact of future events that cannot currently be known and which typically cannot be directly linked to any particular current or future financial results and reporting, or the lack thereof.
Addressing this matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the financial statements. These procedures also included, among others, (i) obtaining and evaluating management’s assessment of the Company’s ability to remain a going concern; (ii) determining based on all other evidence available to us whether management’s assessment appeared to be fair and reasonable in the circumstances and, (iii) considering whether the resultant disclosure of these matters herein was consistent with the foregoing, in the context of the Company’s overall business activities, objectives and financial history.
CHARTERED PROFESSIONAL ACCOUNTANTS
May 27, 2025
We have served as the Company’s auditor since 2023.
86
PACIFIC BOOKER MINERALS INC.
STATEMENTS OF FINANCIAL POSITION
(Expressed in Canadian Dollars)
AS AT JANUARY 31, 2025 AND 2024
2025 | 2024 | |||
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ASSETS |
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Current assets |
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Cash and cash equivalents | $ | $ | ||
Receivables |
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Prepaid expenses and deposits |
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Exploration and evaluation assets ( |
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Equipment, vehicles and furniture ( |
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Right-of-use assets ( |
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Reclamation deposits |
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Total assets | $ | $ | ||
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LIABILITIES AND SHAREHOLDERS' EQUITY |
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Current liabilities |
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Accounts payable and accrued liabilities | $ | $ | ||
Amounts owing to related parties ( |
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Lease liability-current portion ( |
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Lease liability-non current portion ( |
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Total liabilities |
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Shareholders' equity |
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Share Capital ( |
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Contributed surplus ( |
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Deficit |
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Total equity |
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Total liabilities and shareholders’ equity | $ | $ | ||
Going concern: Note 2(b)
Commitment: Note 13
Subsequent Event: Note 17
Approved by the Board of Directors and authorized for issue on May 27, 2025:
| "Gregory Anderson" |
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| "John Plourde" |
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| Gregory Anderson, Chairman |
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| John Plourde, CEO |
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The accompanying notes are an integral part of these financial statements.
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PACIFIC BOOKER MINERALS INC.
STATEMENTS OF COMPREHENSIVE LOSS
(Expressed in Canadian Dollars)
FOR THE YEARS ENDED JANUARY 31, 2025, 2024 AND 2023
2025 | 2024 | 2023 | ||||
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OPERATING EXPENSES |
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Consulting fees | $ | $ | $ | |||
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Depreciation |
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Directors fees |
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Directors fees - Option based payments ( |
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Filing and transfer agent fees |
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Foreign exchange (gain)loss |
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Investor relations – related party ( |
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Investor relations - Option based payments ( |
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Office and miscellaneous |
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Office lease & rental costs |
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Professional fees ( |
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Professional fees - Option based payments ( |
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Shareholder information and promotion |
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Telephone |
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Travel |
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Loss before other items |
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Other items |
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Finance income |
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Loss on disposal of equipment, vehicles and furniture |
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Net loss and comprehensive loss for the year | $ | ( | $ | ( | $ | ( |
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Basic and diluted loss per share ( | $ | ( | $ | ( | $ | ( |
The accompanying notes are an integral part of these financial statements.
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PACIFIC BOOKER MINERALS INC.
STATEMENTS OF CHANGES IN EQUITY
(Expressed in Canadian Dollars)
AS AT JANUARY 31, 2025, 2024 AND 2023
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Balance, February 1, 2022 | $ | $ | $ | ( | $ | ||||
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Balance, January 31, 2023 | $ | $ | $ | ( | $ | ||||
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Balance, January 31, 2024 | $ | $ | $ | ( | $ | ||||
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Balance, January 31, 2025 | $ | $ | $ | ( | $ | ( | |||
The accompanying notes are an integral part of these financial statements.
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PACIFIC BOOKER MINERALS INC.
STATEMENTS OF CASH FLOWS
(Expressed in Canadian Dollars)
FOR THE YEARS ENDED JANUARY 31, 2025, 2024 AND 2023
2025 | 2024 | 2023 | |||||
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Net loss for the year | $ | ( | $ | ( | $ | ( | |
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(Increase)/decrease in prepaids and deposits |
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CASH FLOWS FROM FINANCING ACTIVITIES |
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CASH FLOWS FROM INVESTING ACTIVITIES |
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Purchase of equipment, vehicles and furniture |
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Change in cash and cash equivalents during the year |
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Cash and cash equivalents, beginning of year |
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Cash and cash equivalents, end of year | $ | $ | $ | ||||
Supplemental disclosure with respect to cash flows (Note 11) | |||||||
The accompanying notes are an integral part of these financial statements.
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PACIFIC BOOKER MINERALS INC.
NOTES TO THE FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
FOR THE YEARS ENDED JANUARY 31, 2025 and 2024
1.CORPORATE INFORMATION
Pacific Booker Minerals Inc. (the “Company”) was incorporated in the Province of British Columbia on
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
2.BASIS OF PRESENTATION
(a)Statement of compliance
These financial statements and the notes thereto (the "Financial Statements") present the Company's financial results of operations in accordance with IFRS Accounting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB") for the years ended January 31, 2025, 2024 and 2023 and financial position as at January 31, 2025 and 2024.
All adjustments necessary to present fairly the financial position of the Company as at January 31, 2025 and the results of its operations and cash flows for the year then ended have been made.
The Board of Directors have approved the annual Financial Statements for issue on May 27, 2025.
(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.
91
PACIFIC BOOKER MINERALS INC.
NOTES TO THE FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
FOR THE YEARS ENDED JANUARY 31, 2025 and 2024
2.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. 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.
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 material uncertainties cast significant doubt on the Company's ability to continue as a going concern. These financial statements do not include the adjustments that would be necessary should the Company be unable to continue as a going concern.
2025 | 2024 | 2023 | ||||
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|
|
|
|
|
|
Working capital (deficiency) | $ | ( | $ | ( | $ | |
Loss for the year |
| ( |
| ( |
| ( |
Deficit |
| ( |
| ( |
| ( |
(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 Company’s functional and presentation currency.
92
PACIFIC BOOKER MINERALS INC.
NOTES TO THE FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
FOR THE YEARS ENDED JANUARY 31, 2025 and 2024
2.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.
93
PACIFIC BOOKER MINERALS INC.
NOTES TO THE FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
FOR THE YEARS ENDED JANUARY 31, 2025 and 2024
2.BASIS OF PRESENTATION (cont’d)
(f)Key sources of estimation uncertainty (cont’d)
(iii)Exploration and evaluation assets
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 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.
Management reviews the property for impairments on an on-going basis. As discussed at Note 3(d), the provisions of IFRS 6 related to the determination of whether impairment indicators exist are subject to significant judgement, and any resultant impairment losses recognized cannot typically be determined independent of the historic deferred costs incurred due to a lack of relevant and available data.
(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.
3.SUMMARY OF MATERIAL ACCOUNTING POLICY INFORMATION
The accounting policies set out below have been applied consistently, to all periods presented in these Financial Statements. The material accounting policies adopted by the Company are as follows:
94
PACIFIC BOOKER MINERALS INC.
NOTES TO THE FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
FOR THE YEARS ENDED JANUARY 31, 2025 and 2024
3.SUMMARY OF MATERIAL ACCOUNTING POLICY INFORMATION (cont’d)
(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 from the initial acquisition date of the investment 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.
(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.
95
PACIFIC BOOKER MINERALS INC.
NOTES TO THE FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
FOR THE YEARS ENDED JANUARY 31, 2025 and 2024
3.SUMMARY OF MATERIAL ACCOUNTING POLICY INFORMATION (cont’d)
(d)Impairment (cont’d)
(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; or
·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.
Prior to January 31, 2022, the carrying value of the exploration and evaluation assets was reflective of historical costs incurred, which may or may not reflect their eventual recoverable value.
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.
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.
96
PACIFIC BOOKER MINERALS INC.
NOTES TO THE FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
FOR THE YEARS ENDED JANUARY 31, 2025 and 2024
3.SUMMARY OF MATERIAL ACCOUNTING POLICY INFORMATION (cont’d)
(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 January 31, 2025.
(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 | |
Computer equipment | |
Office furniture and equipment |
(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”).
97
PACIFIC BOOKER MINERALS INC.
NOTES TO THE FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
FOR THE YEARS ENDED JANUARY 31, 2025 and 2024
3.SUMMARY OF MATERIAL ACCOUNTING POLICY INFORMATION (cont’d)
(h)Private placement unit offerings (cont’d)
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 Financial Statements is calculated using the weighted-average number of common shares outstanding during the year.
The weighted average number of common shares outstanding for the year ended January 31, 2025 does not include the
(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.
98
PACIFIC BOOKER MINERALS INC.
NOTES TO THE FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
FOR THE YEARS ENDED JANUARY 31, 2025 and 2024
3.SUMMARY OF MATERIAL ACCOUNTING POLICY INFORMATION (cont’d)
(j)Income taxes (cont’d)
(ii)Deferred tax (cont’d)
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.
(k)Financial instruments
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 income (“FVTOCI”) or amortized cost, as appropriate.
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 |
Cash and cash equivalents | amortized cost |
Receivables (excluding GST receivable) | amortized cost |
Reclamation deposits | amortized cost |
Accounts payable and accrued liabilities | amortized cost |
Amounts owing to related parties | amortized cost |
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.
99
PACIFIC BOOKER MINERALS INC.
NOTES TO THE FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
FOR THE YEARS ENDED JANUARY 31, 2025 and 2024
3.SUMMARY OF MATERIAL ACCOUNTING POLICY INFORMATION (cont’d)
(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.
(m)Right-of-use assets and lease liabilities
Leasing activity for the Company typically involves the lease of office space.
For any leases of more than 12 month duration, the Company recognizes a right-of-use asset to represent its right to use the underlying asset and the lease liabilities representing its obligation to make lease payments. On the statement of financial position, the right-of-use asset is presented net of accumulated amortization and is disclosed under Right-Of-Use assets and is depreciated over the lease term. The lease liability is disclosed as a separate line item, allocated between current and non-current liabilities. The lease liability is measured at the present value of the expected lease payments at inception and discounted using the Company’s incremental borrowing rate. Judgement is required to determine the incremental borrowing rate.
The expected life and residual values for the Company’s right of use asset as at January 31, 2025 was as follows:
| Expected Life | Residual Value |
Office Lease |
(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.
4.RECENTLY ADOPTED ACCOUNTING STANDARDS, AND ACCOUNTING STANDARDS ISSUED BUT NOT YET EFFECTIVE
There are no IFRS or International Financial Reporting Interpretations Committee interpretations that are not yet effective that would be expected to have a material impact on the Company’s Financial Statements.
100
PACIFIC BOOKER MINERALS INC.
NOTES TO THE FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
FOR THE YEARS ENDED JANUARY 31, 2025 and 2024
5.EXPLORATION AND EVALUATION ASSETS
Morrison claims, Omineca Mining Division, British Columbia
In 1998, the Company obtained, and subsequently completed, an option from Noranda Mining and Exploration Inc. ("Noranda" which was subsequently acquired by Glencore PLC, "Glencore”) whereby it earned an initial 50% interest in the Morrison claims.
On April 19, 2004, the Company 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.
In order to obtain the remaining 50% interest, the Company agreed to:
i)on or before June 19, 2004, pay $1,000,000 (paid), issue 250,000 common shares (issued) and issue 250,000 share purchase warrants exercisable at $4.05 per share until June 5, 2006 (issued);
ii)pay $1,000,000 on or before October 19, 2005 (paid);
iii)pay $1,500,000 on or before April 19, 2007 (paid); 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 has agreed to execute a re-transfer of its 100% interest to Glencore if it fails to comply with the outstanding terms of the agreement ((iv) above).
The Company also acquired a 100% interest in certain mineral claims located contiguous to the Morrison claims, subject to 1.5% NSR royalty in consideration for the issuance of 45,000 common shares at a value of $180,000.
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 Company began 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 is currently in the design stage of the exploration and evaluation of the Morrison property.
101
PACIFIC BOOKER MINERALS INC.
NOTES TO THE FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
FOR THE YEARS ENDED JANUARY 31, 2025 and 2024
5.EXPLORATION AND EVALUATION ASSETS (cont’d)
Morrison claims, Omineca Mining Division, British Columbia (cont’d)
Indication of Impairment
An impairment allowance was recorded effective as at January 31, 2022 on the basis of the refusal by the BC Government to grant an Environmental Assessment Certificate ("EAC") in February 2022. The Company was unable to demonstrate that a new application for the EAC would be successful or that the accumulated costs would be recoverable by a sale of the assets. Accordingly, the Company made an allowance for the full amount that had been capitalized as both acquisition and deferred exploration costs.
The impairment charge recorded is based solely on the lack of available objective evidence that would support an alternative estimate of fair value in respect to the property interest.
Prior to January 31, 2022, the Company had capitalized and continued to defer its historic exploration and evaluation costs incurred on the basis that no clear indicators of impairment existed.
During the 2023 fiscal year, the Company has re-commenced capitalizing current exploration and evaluation costs incurred on the project on the basis of a judgement that these are clearly immaterial in relation to the impairment charge taken during the 2022 fiscal year, and in the context of the inherent uncertainty associated with the project's current fair value. On this basis, management is of the view that, as at January 31, 2025, no impairment indicators apply specifically in respect to the current carrying value of the property.
Impairment losses recognized in prior periods are assessed at each reporting date for any indications that the loss has decreased or no longer exists.
Continuity of acquisition cost
Morrison claims, Canada | 2025 | 2024 | 2023 |
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Balance, beginning & end of year | $ | $ | $ |
102
PACIFIC BOOKER MINERALS INC.
NOTES TO THE FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
FOR THE YEARS ENDED JANUARY 31, 2025 and 2024
5.EXPLORATION AND EVALUATION ASSETS (cont’d)
Morrison claims, Omineca Mining Division, British Columbia
Continuity of exploration costs
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Morrison claims, Canada | 2025 | 2024 | 2023 | |||
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Exploration and evaluation costs |
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Additions |
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Staking and recording |
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Environmental |
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Sub-contracts and labour |
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Supplies and general |
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Total exploration and evaluation costs for the year |
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Balance, end of year | $ | $ | $ | |||
6.EQUIPMENT, VEHICLES AND FURNITURE
Balance February 1, 2024 |
Additions for the year |
Disposals for the year | Balance January 31, 2025 | |||||
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Automobile |
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Value at Cost | $ | $ | $ | $ | ||||
Accumulated Depreciation |
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Net book value |
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Office furniture and equipment |
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Value at Cost |
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Accumulated Depreciation |
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Net book value |
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Computer equipment |
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Value at Cost |
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Accumulated Depreciation |
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Net book value |
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Totals | $ | $ | $ | ( | $ | |||
103
PACIFIC BOOKER MINERALS INC.
NOTES TO THE FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
FOR THE YEARS ENDED JANUARY 31, 2025 and 2024
6.EQUIPMENT, VEHICLES AND FURNITURE (cont’d)
Balance February 1, 2023 | Additions for the year | Disposals for the year | Balance January 31, 2024 | |||||
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Automobile |
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Value at Cost | $ | $ | $ | $ | ||||
Accumulated Depreciation |
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Net book value |
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Office furniture and equipment |
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Value at Cost |
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Accumulated Depreciation |
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Net book value |
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Computer equipment |
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Value at Cost |
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Accumulated Depreciation |
| ( |
| ( |
|
| ( | |
Net book value |
|
| ( |
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| |||
|
|
|
|
|
|
|
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|
Totals | $ | $ | ( | $ | $ | |||
7.OFFICE LEASE RIGHT-OF-USE & OFFICE LEASE LIABILITY
Effective February 1, 2024, the Company signed a three year lease that has an early termination provision after 18 months with a penalty of one months rent required for early termination. This lease is for the Company’s office located at #1203 – 1166 Alberni Street in Vancouver, BC.
Under IFRS 16, the disclosure must show the Right of Use asset, the depreciation of that asset and the corresponding liability, with an appropriate interest percentage factored in. These expenses have been grouped together on the Statement of Comprehensive Loss to allow comparison to the prior fiscal periods.
For the year ended January 31, 2025, office lease and rental costs included right-of-use depreciation of $
104
PACIFIC BOOKER MINERALS INC.
NOTES TO THE FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
FOR THE YEARS ENDED JANUARY 31, 2025 and 2024
7.OFFICE LEASE RIGHT-OF-USE & OFFICE LEASE LIABILITY (cont’d)
(a)Right-of-use asset
As at January 31, 2025, the right-of-use asset recorded for the Company’s office premises was as follows:
| 2025 | 2024 | ||
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|
|
|
|
Balance, beginning of year | $ | $ | ||
|
|
|
|
|
Additions |
|
| ||
Depreciation |
| ( |
| |
Balance, end of year | $ | $ | ||
|
|
|
|
|
(b)Lease liability
Minimum lease payments in respect of lease liability and the effect of discounting are as follows:
2025 | 2024 | |||
Undiscounted minimum lease payments: |
|
|
|
|
Less than one year | $ | $ | ||
Second year |
|
| ||
|
| |||
Effects of discounting |
| ( |
| |
Present value of minimum lease payments |
|
| ||
Less: current portion |
| ( |
| |
Non-current portion | $ | $ | ||
The net change in the lease liability is as follows:
2025 | 2024 | |||
|
|
|
|
|
Balance, beginning of year | $ | $ | ||
|
|
|
|
|
Additions |
|
| ||
Principal payments |
| ( |
| |
Interest expense |
|
| ||
Balance, end of year | $ | $ | ||
105
PACIFIC BOOKER MINERALS INC.
NOTES TO THE FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
FOR THE YEARS ENDED JANUARY 31, 2025 and 2024
8.SHARE CAPITAL, OPTION BASED PAYMENTS & CONTRIBUTED SURPLUS
Authorized Share Capital:
During the years ended January 31, 2025 and 2024, 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.
During the year ended January 31, 2025,
During the year ended January 31, 2025,
During the year ended January 31, 2025,
Stock option transactions are summarized as follows:
|
|
| ||||
| 2025 | 2024 | 2023 | |||
Number of Options | Weighted Average Exercise Price | Number of Options | Weighted Average Exercise Price | Number of Options | Weighted Average Exercise Price | |
|
|
|
|
|
|
|
Outstanding, beginning of year | $ | $ | $ | |||
Granted | $ | $ | $ | |||
Expired | ( | $ | ( | $ | ( | $ |
Exercised | $ | $ | $ | |||
|
|
|
|
|
|
|
Outstanding, end of year | $ | $ | $ | |||
|
|
|
|
|
|
|
Options exercisable, end of year | 3,333,000 | $ | $ | $ | ||
|
|
|
|
|
|
|
Weighted average remaining life of outstanding options granted in years |
|
| ||||
|
|
|
|
|
|
|
Weighted average fair value per option granted | $ |
| $ |
| $ | |
106
PACIFIC BOOKER MINERALS INC.
NOTES TO THE FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
FOR THE YEARS ENDED JANUARY 31, 2025 and 2024
8.SHARE CAPITAL, OPTION BASED PAYMENTS & CONTRIBUTED SURPLUS (cont’d)
Option based payments (cont’d)
The following stock options were outstanding at January 31, 2025:
Number of Options Outstanding | Number of Options Exercisable |
Exercise Price |
Expiry Date | |
|
|
|
|
|
$ | ||||
$ | ||||
$ | ||||
$ | ||||
$ | ||||
$ |
*--
Option based payment expense
The fair value of stock options granted during the year ended January 31, 2025 was $223,384 (2024 – $42,090; 2023 – $418,710) which has been recognized as option based payments.
Total option based payments recognized during the year ended January 31, 2025 was $223,384 (2024 – $42,090; 2023 – $432,895) which has been recorded in the statements of comprehensive loss as option based payments with corresponding contributed surplus recorded in shareholders' equity.
The following weighted average assumptions were used for the Black-Scholes valuation of stock options granted during the years:
2025 | 2024 | 2023 | |
|
|
|
|
Risk-free interest rate | |||
Expected life of options | |||
Annualized volatility | |||
Dividends |
Warrants
No share purchase warrants were outstanding and exercisable at January 31 2025, 2024 and 2023.
107
PACIFIC BOOKER MINERALS INC.
NOTES TO THE FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
FOR THE YEARS ENDED JANUARY 31, 2025 and 2024
9.LOSS PER SHARE
The weighted average number of common shares outstanding for the year ended January 31, 2025 does not include the nil (2024 - nil; 2023 - nil) warrants outstanding and the 3,333,000 (2024 - 2,465,000; 2023 - 3,225,000) stock options outstanding as the inclusion of these amounts would reduce the loss per share amount and are therefore considered anti-dilutive. Basic and diluted loss per share is calculated using the weighted-average number of common shares outstanding during the year.
2025 | 2024 | 2023 | |
|
|
|
|
Basic and diluted loss per common share | $ ( | $ ( | $ ( |
|
|
|
|
Weighted average number of common shares outstanding (basic and diluted) |
10.TRANSACTIONS WITH AND AMOUNTS OWING TO RELATED PARTIES
The Company entered into the following transactions with related parties:
|
2025 |
2024 |
2023 | ||||||
| Amounts paid or payable | Option based payment | Payable at year end | Amounts paid or payable | Option based payment | Payable at year end | Amounts paid or payable | Option based payment | Payable at year end |
To a director for: |
|
|
|
|
|
|
|
|
|
investor relations | $ | $ | $ | $ | $ | $ | $ | $ | $ |
consulting (a) | | | | | | | | | |
|
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|
To an officer of the company (b) | | | | | | | | | |
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|
$ | $ | $ | $ | $ | $ | $ | $ | $ | |
a)
b)
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.
108
PACIFIC BOOKER MINERALS INC.
NOTES TO THE FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
FOR THE YEARS ENDED JANUARY 31, 2025 and 2024
10.TRANSACTIONS WITH AND AMOUNTS OWING TO RELATED PARTIES (cont’d)
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:
2025 | 2024 | 2023 | |
|
|
|
|
Remuneration or fees | $ | $ | $ |
Option based payments (non-cash item) | |||
Total compensation for key management personnel | $ | $ | $ |
109
PACIFIC BOOKER MINERALS INC.
NOTES TO THE FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
FOR THE YEARS ENDED JANUARY 31, 2025 and 2024
11.SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS
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| |
2025 | 2024 | 2023 | ||
|
|
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| |
Non-cash transactions were as follows: |
|
|
| |
exploration and evaluation asset |
|
|
| |
included in accounts payable | $ | $ | $ | |
12.INCOME TAXES
The income tax provision differs from income taxes, which would result from applying the expected tax rate to net loss before income taxes. The following table reconciles the expected income tax expenses (recovery) at the Canadian statutory tax rate to the amounts recognized in the statements of financial position and comprehensive loss for the years ended January 31, 2025, 2024 and 2023:
2025 | 2024 | 2023 | ||||
|
|
|
|
|
|
|
Loss before income taxes | $ | ( | $ | ( | $ | ( |
Canadian statutory income tax rate |
|
|
| |||
Computed “expected” income tax expense |
| ( |
| ( |
| ( |
|
|
|
|
|
|
|
Differences resulting from: |
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|
Option based payments |
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|
| |||
Other items |
|
|
| |||
Change in deferred tax assets not recognized |
|
|
| |||
|
|
|
|
|
|
|
Provision for income tax expense | $ | $ | $ | |||
The unrecognized deductible temporary differences are as follows:
2025 | 2024 | 2023 | |
Unrecognized deductible temporary differences-Canada |
| ||
|
|
|
|
Non-capital loss carry forwards | $ | $ | $ |
Exploration and evaluation asset costs | |||
|
|
|
|
Total Unrecognized deductible temporary differences not recognized | $ | $ | $ |
110
PACIFIC BOOKER MINERALS INC.
NOTES TO THE FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
FOR THE YEARS ENDED JANUARY 31, 2025 and 2024
12.INCOME TAXES (cont’d)
The Company has Canadian non-capital loss carry forwards which expire as follows:
2026 | $ |
2027 | |
2028 | |
2029 | |
2030 | |
2031 | |
2032 | |
2033 | |
2034 | |
2035 | |
2036 | |
2037 | |
2038 | |
2039 | |
2040 | |
2041 | |
2042 | |
2043 | |
2044 | |
2045 | |
|
|
Total | $ |
Deferred tax assets have not been recognized in these Financial Statements because at this stage of the Company’s development, it is not determinable that future taxable profit will be available against which the Company can utilize such deferred tax assets.
13.COMMITMENT
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.
14.SEGMENTED INFORMATION
The Company has determined that it had only
111
PACIFIC BOOKER MINERALS INC.
NOTES TO THE FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
FOR THE YEARS ENDED JANUARY 31, 2025 and 2024
15.FINANCIAL INSTRUMENTS & FINANCIAL RISK MANAGEMENT
The Company's financial instruments include cash and cash equivalents, accounts receivable (excluding GST), accounts payable and accrued liabilities, amounts owing to related parties and reclamation deposits. Cash is recognized at fair value and subsequently measured at amortized cost. The carrying values of these financial instruments approximate their fair values due to their relatively short periods to maturity.
The Company’s financial instruments at January 31, 2025 are cash and cash equivalents in the amount of $53,436 (2024 - $137,283), recognized at fair value and subsequently measured at amortized cost.
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.
(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 January 31, 2025, the Company's current financial liabilities were comprised of accounts payable and accrued liabilities and amounts owing to related parties which have a maturity of less than one year. The Company’s long term financial liability is comprised of the Office Lease liability which has a maturity date of more 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.
112
PACIFIC BOOKER MINERALS INC.
NOTES TO THE FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
FOR THE YEARS ENDED JANUARY 31, 2025 and 2024
15.FINANCIAL INSTRUMENTS & FINANCIAL RISK MANAGEMENT (cont’d)
(c)Market risk (cont’d)
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.
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 year ended January 31, 2025.
17.SUBSEQUENT EVENT
On May 9th, 700,000 options at an exercise price of $1.00 expired unexercised and on May 12th, the Company granted 700,000 options at an exercise price of $1.30 per share for an exercise period of 1 year.
113
Signature Page
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant certifies that it meets all of the requirements for filing on Form 20-F and has duly caused this Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized.
Pacific Booker Minerals Inc.
Registrant
Dated: May 29, 2025 |
| Signed: /s/ “John Plourde” |
|
| John Plourde, |
|
| President and CEO |
114
CERTIFICATIONS
I, John Plourde, certify that:
1. I have reviewed this annual report on Form 20-F of Pacific Booker Minerals Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;
4. The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have:
a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and
5. The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent functions):
a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and
b)any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.
Date: May 30, 2025
By: /s/ “John Plourde”
John Plourde,
President and CEO
CERTIFICATIONS
I, Ruth Swan, certify that:
1. I have reviewed this annual report on Form 20-F of Pacific Booker Minerals Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;
4. The company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:
a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and
5. The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent functions):
a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and
b)any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.
Date: May 30, 2025
By: /s/ “Ruth Swan”
Ruth Swan,
Chief Financial Officer
CERTIFICATIONS PURSUANT TO THE SARBANES-OXLEY ACT
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
I, John Plourde, Chief Executive Officer of Pacific Booker Minerals Inc. (the “Company”) do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:
1. This Annual Report on Form 20-F of the Company for the period ended January 31, 2025, as filed with the Securities and Exchange Commission (the “report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2. The information contained in the report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: May 30, 2025
/s/ “John Plourde”
John Plourde,
President and Chief Executive Officer
CERTIFICATIONS PURSUANT TO THE SARBANES-OXLEY ACT
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
I, Ruth Swan, Chief Financial Officer of Pacific Booker Minerals Inc. (the “Company”) do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:
1. This Annual Report on Form 20-F of the Company for the period ended January 31, 2025, as filed with the Securities and Exchange Commission (the “report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2. The information contained in the report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: May 30, 2025
/s/ “Ruth Swan”_
Ruth Swan,
Chief Financial Officer
PACIFIC BOOKER MINERALS INC.
2024 STOCK OPTION INCENTIVE PLAN
PURPOSE
The purpose of this Stock Option Incentive Plan is to provide an incentive to Eligible Persons to acquire a proprietary interest in the Company, to continue their participation in the affairs of the Company and to increase their efforts on behalf of the Company.
DEFINITIONS
In this Plan, the following words have the following meanings:
(a)“Board” means the Board of Directors of the Company;
(b)“Change of Control Event” includes such events as amalgamation, consolidation, merger with another entity, acquisition of the Company by another entity, or the sale or lease of all (or substantially all) of the assets of the Company;
(c)“Common Shares” means the Common Shares of the Company;
(d)“Company” means Pacific Booker Minerals Inc.;
(e)“Consultant” has the meaning set out in the policies of the TSX Venture Exchange;
(f)“Effective Date” means the day following the date upon which the Plan has been approved by the last to approve of the shareholders of the Company, the Board, the Exchange and any other regulatory authority having jurisdiction over the Company’s securities;
(g)“Eligible Person” means any director, Executive officer, employee, Consultant or management company employee of the Company;
(h)“Exchange” means the TSX Venture Exchange and any other stock exchange or stock quotation system on which the Common Shares trade;
(i)“Fair Market Value” means, as of any date, the value of the Common Shares, determined as follows:
i)if the Common Shares are listed on the TSX Venture Exchange, the Fair Market Value shall be the last closing sales price for such shares as quoted on such Exchange for the market trading day immediately prior to the date of grant of the Option, less any discount permitted by the TSX Venture Exchange;
ii)if the Common Shares are listed on an Exchange other than the TSX Venture Exchange, the fair market value shall be the closing sales price of such shares (or the closing bid, if no sales were reported) as quoted on such Exchange for the market trading day immediately prior to the time of determination less any discount permitted by such Exchange; and
iii)if the Common Shares are not listed on an Exchange, the Fair Market Value shall be determined in good faith by the Board;
(j)“Investor Relations Activities” has the meaning set out in the policies of the TSX Venture Exchange;
(k)“Offer” means an offer made generally to the holders of shares to acquire shares and which is in the nature of a “takeover bid” as defined in the Securities Act.
(l)“Option” means the option granted to an Optionee under this Plan and the Option Agreement;
(m)“Option Agreement” means such option agreement or agreements as is approved from time to time by the Board and as is not inconsistent with the terms of this Plan;
(n)“Option Date” means the date of grant of an Option to an Optionee;
(o)“Option Price” is the price at which the Optionee is entitled pursuant to the Plan and the Option Agreement to acquire Option Shares;
(p)“Option Shares” means, subject to the provisions of this Plan, the Common Shares which the Optionee is entitled to acquire pursuant to this Plan and the applicable Option Agreement;
(q)“Optionee” means a person to whom an Option has been granted; and
(r)“Plan” means this 2024 Stock Option Incentive Plan.
ADMINISTRATION
The Plan shall be administered by the Board, and subject to the rules of the Exchange from time to time and except as provided for herein, the Board shall have full authority to:
(a)determine and designate from time to time those Eligible Persons to whom Options are to be granted and the number of Option Shares to be optioned to each such Eligible Person;
(b)determine the time or times when, and the manner in which, each Option shall be exercisable and the duration of the exercise period;
(c)determine from time to time the Option Price, provided such determination is not inconsistent with this Plan; and
(d)interpret the Plan and to make such rules and regulations and establish such procedures as it deems appropriate for the administration of the Plan, taking into consideration the recommendations of management.
OPTIONEES
Optionees must be Eligible Persons who, by the nature of their jobs or their participation in the affairs of the Company, in the opinion of the Board, are in a position to contribute to the success of the Company.
EFFECTIVENESS AND TERMINATION OF PLAN
The Plan shall be effective as of the Effective Date and shall terminate on the earlier of:
(a)the date which is ten years from the Effective Date; and
(b)such earlier date as the Board may determine.
Any Option outstanding under the Plan at the time of termination of the Plan shall remain in effect in accordance with the terms and conditions of the Plan and the Option Agreement.
THE OPTION SHARES
The aggregate number of Option Shares reserved for issuance under the Plan and Common Shares reserved for issuance under any other share compensation arrangement granted or made available by the Company from time to time may not exceed in aggregate 3,363,393 shares.
GRANTS, TERMS AND CONDITIONS OF OPTIONS
Options may be granted by the Board at any time and from time to time prior to the termination of the Plan. Options granted pursuant to the Plan shall be contained in an Option Agreement and, except as hereinafter provided, shall be subject to the following terms and conditions:
(a)Option Price
The Option Price shall be determined by the Board, provided that such price shall not be lower than the Fair Market Value of the Option Shares on the date of grant of the Option.
(b)Duration and Exercise of Options
Except as otherwise provided elsewhere in this Plan, the Options shall be exercisable for a period, to be determined in each instance by the Board, not exceeding ten years from the Option Date. The Options must be exercised in accordance with this Plan and the Option Agreement. Except as contemplated in (c) below, no Option may be exercised by an Optionee who was an Eligible Person at the time of grant of such Option unless the Optionee shall have been an Eligible Person continuously since the Option Date. Absence on leave, with the approval of the Company, shall not be considered an interruption of employment for the purpose of the Plan.
(c)Termination
All rights to exercise Options shall terminate upon the earliest of:
i)the expiration date of the Option;
ii)the end of the period of time permitted for exercise of the Option (such period of time to not be in excess of six months), to be determined by the Board at the time of the grant of an Option, after the Optionee ceases to be an Eligible Person for any reason other than death, disability or cause;
iii)the 30th day after the Optionee who is engaged in Investor Relations Activities for the Company ceases to be employed to provide Investor Relations Activities;
iv)the date on which the Optionee ceases to be an Eligible Person by reason or termination of the Optionee as an employee or Consultant of the Company for cause (which, in the case of a Consultant, includes any breach of an agreement between the Company and the Consultant);
v)the first anniversary of the date on which the Optionee ceases to be an Eligible Person by reason of termination of the Optionee as an employee or Consultant on account of disability; or
vi)the first anniversary of the date of death of the Optionee.
(d)Re-issuance of Options
Options which are cancelled or expire prior to exercise may be re-issued under the Plan without shareholder approval.
(e)Transferability of Option
Options are non-transferable and non-assignable.
(f)Other Terms and Conditions
The Option Agreement may contain such other provisions as the Board deems appropriate, provided such provisions are not inconsistent with the Plan and the requirements of the TSX Venture Exchange.
In addition, for as long as the Common Shares of the Company are listed on the TSX Venture Exchange, the Company shall comply with the following requirements:
i)Options to acquire more than 2% of the issued and outstanding Common Shares of the Company may not be granted to any one Consultant in any 12 month period;
ii)Options to acquire more than an aggregate of 2% of the issued and outstanding Common Shares of the Company may not be granted to persons employed to provide Investor Relations Activities in any 12 month period;
iii)Options issued to Eligible Persons performing Investor Relations Activities must vest in stages over 12 months with no more than one-quarter of the Options vesting in any three month period;
iv)the approval of the disinterested shareholders of the Company shall be obtained:
(a)for Options granted to any one individual in any 12 month period to acquire more than 5% of the issued and outstanding Common Shares of the Company;
(b)for any reduction in the exercise price of the Option if the Optionee is an insider of the Company at the time of the amendment;
(c)for any extension to the exercise period of the Option if the Optionee is an insider of the Company at the time of the amendment; and
(d)for grants of Options if the Plan, together with all of the Company’s previously established and outstanding stock option plans or grants, that exceeds 10% of the issued Common Shares at any point in time (unless the Company has obtained the requisite disinterested shareholder approval pursuant to section 5.3 of Policy 4.4).
(e)for grants of Options if the Plan, together with all of the Company’s previously established and outstanding stock option plans or grants, that exceeds 10% of the Company’s issued Common Shares to insiders of the Company, within a 12-month period (unless the Company has obtained the requisite disinterested shareholder approval pursuant to section 5.3 of Policy 4.4).
For the purposes of this subsection, the term “insider” has the meaning assigned in the securities legislation applicable to the Company; and
v)for Options granted to the Employees, Consultants or management company employees of the Company, the Company will represent that the Optionee is a bona fide employee, Consultant or management company employee of the Company, as the case may be.
ADJUSTMENT OF AND CHANGES IN THE OPTION SHARES
(a)If the Option Shares are at any time to be listed or quoted on any stock exchange or stock quotation system other than the TSX Venture Exchange, to the extent that there are any Options which are outstanding and unexercised at the time of such application for listing, the Option Price, the aggregate number of Option Shares, the exercise period, and any other relevant terms of such Options, and the Option Agreements in relation thereto, shall be amended in accordance with the requirements of any applicable securities regulation or law or any applicable governmental or regulatory body (including the Exchange). Subject to the requirements of the Exchange, any such amendment shall be effective upon receipt of Board approval of it, and the approval of any of the shareholders of the Company or any of the Optionees is not required to give effect to such amendment.
(b)If the Option Shares, as presently constituted, are changed into or exchanged for a different number or kind of shares or other securities of the Company or of another Company (whether by reason of merger, consolidation, amalgamation, recapitalization, reclassification, split, reverse split, combination of shares, or otherwise (subject to prior approval of the Exchange)) or if the number of such Option Shares are increased through the payment of a stock dividend, then there shall be substituted for or added to each Option Share subject to or which may become subject to an Option under this Plan, the number and kind of shares or other securities into which each outstanding Option Share is so changed, or for which each such Option Share is exchanged, or to which each such Option Share is entitled, as the case may be. Outstanding Options under the Option Agreements shall also be appropriately amended as to price and other terms as may be necessary to reflect the foregoing events. In the event that there is any other change in the number or kind of the outstanding Option Shares or of any shares or other securities into which such Option Shares are changed, or for which they have been exchanged, then, if the Board shall, in its sole discretion, determine that such change equitably requires an adjustment in any Option theretofore granted or which may be granted under the Plan, such adjustment shall be made in accordance with such determination.
(c)Fractional shares resulting from any adjustment in Options pursuant to this Section 8 will be cancelled. Notice of any adjustment shall be given by the Company to each holder of an Option which has been so adjusted and such adjustment (whether or not such notice is given) shall be effective and binding for all purposes of the Plan.
CHANGES OF CONTROL EVENTS
In the event of a “change in control” of the Company, all outstanding options under the Company’s stock option plans will, unless otherwise determined by the board, become fully exercisable, and will be cashed out at an amount equal to the difference between the applicable “change in control price” and the exercise price.
A “change of control” is defined in the plan to include:
(a)the acquisition by any persons acting jointly or in concert whether directly or indirectly, of Common Shares that, together with all other Common Shares held by such persons, constitute in the aggregate more than 50% of all outstanding voting securities of the Company;
(b)an amalgamation, arrangement or other form of business combination of the Company with another corporation that results in the holders of voting securities of that other corporation holding, in the aggregate, more than 50% of all outstanding voting securities of the Company resulting from the business combination;
(c)the occurrence of a transaction requiring shareholder approval
(d)the sale, lease or exchange of all or substantially all of the property of the Corporation to another person, other than in the ordinary course of business of the Company or to a related entity; or
(e)any other transaction that is deemed to be a “change of control” for purposes of the Plan by the Board in its sole discretion.
PAYMENT
Subject as herein provided, the full purchase price for each of the Option Shares shall be paid by certified cheque in favour of the Company upon exercise thereof. An Optionee shall have none of the rights of a shareholder in respect of the Option Shares until the shares are issued to such Optionee.
WITHHOLDING TAX
(a)The exercise of an Option will be subject to the policies, procedures and conditions adopted by the Board from time to time to comply with the Company’s obligations imposed under any law or regulation of any governmental authority whatsoever, including, without limitation, the Company’s withholding, remittance and other funding liabilities under applicable tax law.
(b)The Company shall have the authority to deduct and withhold, or require the Optionee to remit to the Company, the amount of any taxes or other required source deductions which the Company is required by law or regulation of any governmental authority whatsoever to remit in connection with any issuance of shares upon the exercise of Options (the “Tax Obligation”), which amount will be determined by the Company in its sole discretion. Without limiting the generality of the foregoing, and unless otherwise prohibited by the Board or by applicable law, the Company may fund the Tax Obligation with any of the following methods or by a combination of such methods as determined by the Company in its sole discretion:
i)require, as a condition of the issuance of Option Shares to an Optionee, that the Optionee make, in addition to the exercise price for the Options, a cash payment to the Company equal to the Tax Obligation and the Company, in its sole discretion, may withhold the issuance or delivery of Option Shares until the Optionee makes such payment;
ii)elect, in its sole discretion, to withhold from the Option Shares being issued upon exercise of the Options such number of Option Shares as the Company determines are required to be sold by the Company, as trustee, to satisfy the Tax Obligation (net of selling costs). The Optionee consents to such sale and grants to the Company an irrevocable power of attorney to effect the sale of such Option Shares and acknowledges and agrees that the
Company does not accept responsibility for the price obtained on the sale of such Option Shares;
iii)withhold from any cash payment otherwise due by the Company to the Optionee, including salaries, directors fees, consulting fees and any other forms of remuneration, such amount of cash as is required to pay and satisfy the Tax Obligation; or
iv)make such other arrangements satisfactory to the Optionee and the Company.
(c)The Optionee (or their beneficiaries) shall pay to the Company any outstanding amount for taxes or other required source deductions which the Company is required by law or regulation of any governmental authority whatsoever to remit in connection with any Options granted to the Optionee or exercised by the Optionee under the Plan.
(d)Neither the Board nor the Company makes any representations or warranties of any nature or kind whatsoever to any person regarding tax treatment of Options or payments on account of the Tax Obligation made under the Plan and none of the Board, the Company, nor any of its employees or representatives shall have any liability to an Optionee (or its beneficiaries) with respect thereto.
SECURITIES LAW REQUIREMENTS
No Option shall be exercisable in whole or in part, nor shall the Company be obligated to issue any Option Shares pursuant to the exercise of any such Option, if such exercise and issuance would, in the opinion of counsel for the Company, constitute a breach of any applicable laws from time to time, or the rules from time to time of the Exchange. Each Option shall be subject to the further requirement that if at any time the Board determines that the listing or qualification of the Option Shares under any securities legislation or other applicable law, or the consent or approval of any governmental or other regulatory body (including the Exchange), is necessary as a condition of, or in connection with, the issue of the Option Shares hereunder, such Option may not be exercised in whole or in part unless such listing, qualification, consent or approval has been effected or obtained free of any conditions not acceptable to the Board.
AMENDMENT OF THE PLAN
(a)The Board may amend, suspend or terminate the Plan or any portion thereof at any time, but an amendment may not be made without prior shareholder and exchange approval if such approval is necessary to comply with any applicable regulatory requirement.
(b)The Board shall have the power, in the event of:
i)any disposition of substantially all of the assets of the Company, dissolution or any merger, amalgamation or consolidation of the Company, with or into any other Company, or the merger, amalgamation or consolidation of any other Company with or into the Company; or
ii)any acquisition pursuant to a public tender offer of a majority of the then issued and outstanding Common Shares;
but subject to compliance with the rules of the Exchange, to amend any outstanding Options to permit the exercise of all such Options prior to the effectiveness of any such transaction, and to terminate such Options as of such effectiveness in the case of transactions referred to in subsection (i) above, and as of the effectiveness of such tender offer or such later date as the Board may determine in the case of any transaction described in subsection (ii) above.
If the Board exercises such power, all Options then outstanding and subject to such requirements shall be deemed to have been amended to permit the exercise thereof in whole or in part by the Optionee at any time or from time to time as determined by the Board prior to the effectiveness of such transaction, and such Options shall also be deemed to have terminated as provided above.
POWER TO TERMINATE OR AMEND PLAN
Subject to the approval of any stock exchange on which the Company’s securities are listed, the Board may terminate, suspend or amend the terms of the Plan; provided, that the Board may not do any of the following without obtaining, within 12 months either before or after the Board’s adoption of a resolution authorizing such action, shareholder approval, and, where required, disinterested shareholder approval, or by the written consent of the holders of a majority of the securities of the Company entitled to vote:
(a)increase the aggregate number of Common Shares which may be issued under the Plan;
(b)materially modify the requirements as to the eligibility for participation in the Plan which would have the potential of broadening or increasing Insider participation;
(c)add any form of financial assistance or any amendment to a financial assistance provision which is more favourable to participants under the Plan;
(d)add a cashless exercise feature, payable in cash or securities, which does not provide for a full deduction of the number of underlying securities from the Plan reserve; and
(e)materially increase the benefits accruing to participants under the Plan.
However, the Board may amend the terms of the Plan to comply with the requirements of any applicable regulatory authority without obtaining shareholder approval, including:
(a)amendments of a housekeeping nature to the Plan;
(b)a change to the vesting provisions of a security or the Plan; and
(c)a change to the termination provisions of a security or the Plan which does not entail an extension beyond the original expiry date.