6-K - PBMLF - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

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

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the Period December 2022 File No. 001-33649

Pacific Booker Minerals Inc.

(Name of Registrant)

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

(Address of principal executive offices)

1.Interim Financial Statements for the period ended October 31, 2022

2.Management Discussion and Analysis

Indicate by check mark whether the Registrant files or will file annual reports under cover of Form 20-F or Form 40-F. FORM 20-F xFORM 40-F ¨

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

Yes ¨No x

SIGNATURE

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

Pacific Booker Minerals Inc.

(Registrant)

Dated: ****December 14 , 2022	By: /s/ “ John Plourde ”<br><br><br>John Plourde,<br><br><br>President and CEO

Interim Financial Statements

PACIFIC BOOKER MINERALS INC.

CONDENSED INTERIM FINANCIAL STATEMENTS

(Unaudited - Prepared by Management)

(Expressed in Canadian Dollars)

NINE MONTH PERIOD ENDED OCTOBER 31, 2022

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

NOTICE

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

PACIFIC BOOKER MINERALS INC.

CONDENSED INTERIM STATEMENTS OF FINANCIAL POSITION

(Unaudited - Prepared by Management)

(Expressed in Canadian Dollars)

	October 31,<br><br><br>2022		January 31,<br><br><br>2022
ASSETS
Current assets
Cash and cash equivalents	$	692,136	$	1,172,393
Receivables		2,152		3,072
Prepaid expenses and deposits		29,320		13,572
		723,608		1,189,037
Mineral property interests (Note 5)		-		-
Exploration and evaluation assets (Note 6)		94,967		-
Equipment, vehicles and furniture (Note 7)		20,868		26,934
Reclamation deposits		123,600		123,600
Total assets	$	963,043	$	1,339,571
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Accounts payable and accrued liabilities	$	1,117	$	32,350
Amounts owing to related parties (Note 10)		14,603		14,468
		15,720		46,818
Shareholders' equity
Share Capital (Note 8)		54,452,511		54,452,511
Contributed surplus (Note 8)		21,781,083		21,766,898
Deficit		(75,286,271)		(74,926,656)
		947,323		1,292,753
Total liabilities and shareholders’ equity	$	963,043	$	1,339,571

Approved by the Board of Directors and authorized for issue on December 14, 2022:

"Greg Anderson"	"John Plourde"
Gregory Anderson, Chairman	John Plourde, CEO

The accompanying notes are an integral part of these financial statements. PACIFIC BOOKER MINERALS INC.

CONDENSED INTERIM STATEMENTS OF COMPREHENSIVE LOSS

(Unaudited - Prepared by Management)

(Expressed in Canadian Dollars)

	Three Month Period<br><br><br>Ended October 31,				Nine Month Period<br><br><br>Ended October 31,
	2022		2021		2022		2021
OPERATING EXPENSES
Consulting fees<br><br><br>– related party (Note 10)	$	225	$	225	$	900	$	675
Consulting fees<br><br><br>- Option based payments (Note 8 & 10)		-		218,690		14,185		218,690
Depreciation		2,022		2,901		6,066		8,703
Directors fees		1,500		2,000		7,000		8,500
Directors fees<br><br><br>- Option based payments (Note 8 & 10)		-		1,223,221		-		1,223,221
Filing and transfer agent fees		7,317		1,331		29,845		23,102
Foreign exchange (gain)loss		(14,215)		1,658		(15,793)		8,696
Finance income		(69)		(253)		(138)		(253)
Investor relations<br><br><br>– related party (Note 10)		33,000		33,000		99,000		99,000
Investor relations<br><br><br>- Option based payments (Note 8 & 10)		-		334,000		-		334,000
Office and miscellaneous		1,866		1,537		6,424		6,928
Office rent		24,671		23,810		72,755		68,088
Professional fees (Note 10)		11,580		18,897		54,834		55,412
Professional fees<br><br><br>- Option based payments (Note 8 & 10)		-		112,779		-		234,540
Shareholder information<br><br><br>and promotion		6,642		6,024		62,760		14,630
Telephone		1,285		1,283		3,848		3,842
Travel		1,681		1,560		17,929		4,706
Loss from operations		(77,505)		(1,982,663)		(359,615)		(2,312,480)
Income tax expense		-		-		-		-
Net loss and comprehensive loss<br><br><br>for the period		(77,505)		(1,982,663)		(359,615)		(2,312,480)
Basic and diluted loss per share (Note 9)	$	(0.00)	$	(0.12)	$	(0.02)	$	(0.14)

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

PACIFIC BOOKER MINERALS INC.

CONDENSED INTERIM STATEMENTS OF CHANGES IN EQUITY

(Unaudited - Prepared by Management)

(Expressed in Canadian Dollars)

	Number<br><br><br>of<br><br><br>Shares	Share<br><br><br>Capital<br><br><br>Amount		Contributed<br><br><br>Surplus		Deficit		Total
Balance,<br><br><br>February 1, 2021	16,766,969	$	54,223,481	$	17,707,324	$	(40,521,193)	$	31,409,612
Option based payments	-		-		2,010,451		-		2,010,451
Net loss for the period	-		-		-		(2,312,480)		(2,312,480)
Balance,<br><br><br>October 31, 2021	16,766,969	$	54,223,481	$	19,717,775	$	(42,833,673)	$	31,107,583
Options exercised	50,000		150,000		-		-		150,000
Option based payments<br><br><br>reclassified	-		79,030		(79,030)		-		-
Option based payments	-		-		2,128,153		-		2,128,153
Net loss for the period	-		-		-		(32,092,983)		(32,092,983)
Balance,<br><br><br>January 31, 2022	16,816,969	$	54,452,511	$	21,766,898	$	(74,926,656)	$	1,292,753
Option based payments	-		-		14,185		-		14,185
Net loss for the period	-		-		-		(359,615)		(359,615)
Balance,<br><br><br>October 31, 2022	16,816,969	$	54,452,511	$	21,781,083	$	(75,286,271)	$	947,323

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

PACIFIC BOOKER MINERALS INC.

CONDENSED INTERIM STATEMENTS OF CASH FLOWS

(Unaudited - Prepared by Management)

(Expressed in Canadian Dollars)

	Three Month Period Ended October 31,		Nine Month Period Ended October 31,
	2022	2021	2022
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the period	$ (77,505)	$ (1,982,663)	(359,615)
Items not affecting cash:
Depreciation	2,022	2,901	6,066
Option based payments	-	1,888,690	14,185
Changes in non-cash working capital items:
(Increase)/decrease in receivables	3,001	412	920
(Increase)/decrease<br><br><br>in prepaids and deposits	23,514	22,844	(15,748)
Increase/(decrease) in accounts<br><br><br>payable and accrued liabilities	(7,063)	(5,024)	(31,022)
Increase/(decrease) in amounts<br><br><br>owing to related parties	(1,597)	108	135
Net cash provided by/(used in)<br><br><br>operating activities	(57,628)	(72,732)	(385,079)
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of Share Capital	-	-	-
Net cash provided by<br>financing activities	-	-	-
CASH FLOWS FROM INVESTING ACTIVITIES
Mineral property interests and<br><br><br>Exploration and evaluation costs<br><br><br>(net of recovery)	-	(100,897)	(95,178)
Net cash used in investing activities	-	(100,897)	(95,178)
Change in cash and cash equivalents<br><br><br>during the period	(57,628)	(173,629)	(480,257)
Cash and cash equivalents,<br><br><br>beginning of period	749,764	1,272,118	1,172,393
Cash and cash equivalents,<br><br><br>end of period	$ 692,136	$ 1,098,489	692,136

All values are in US Dollars.

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

PACIFIC BOOKER MINERALS INC.

NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS

(Unaudited - Prepared by Management)

(Expressed in Canadian Dollars)

FOR THE NINE MONTHS ENDED OCTOBER 31, 2022 and 2021

**1.**CORPORATE INFORMATION

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

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

**2.**BASIS OF PRESENTATION

**(a)**Statement of compliance

These condensed interim financial statements and the notes thereto (the "Financial Statements") are unaudited and are prepared in accordance with International Accounting Standard 34, Interim Financial Reporting (“IAS 34”) and so do not include all of the information required for full annual statements. The accounting policies and method of computation applied in these condensed interim financial statements are the same as those applied by the Company in its financial statements as at and for the year ended January 31, 2022. These condensed interim financial statements should be read in conjunction with the audited financial statements for the year ended January 31, 2022. The significant accounting policies applied in these condensed interim financial statements are based on IFRS issued and outstanding on December 14, 2022, the date on which the Board of Directors approved the condensed interim financial statements for filing. **(b)**Going concern of operations These financial statements have been prepared on the basis of the accounting principles applicable to a going concern, which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. A going concern in accounting is a term that indicates whether or not the entity can continue in business for the next fiscal year. Indicators against a “going concern” are negative cash flows from operations, consecutive losses from operations, and an accumulated deficit.

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

PACIFIC BOOKER MINERALS INC.

NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS

(Unaudited - Prepared by Management)

(Expressed in Canadian Dollars)

FOR THE NINE MONTHS ENDED OCTOBER 31, 2022 and 2021

**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. These conditions indicate the existence of a material uncertainty that may cast significant doubt on the Company's ability to continue as a going concern. The ability of the Company to continue as a going concern depends upon its ability to continue to raise adequate financing and to develop profitable operations in the future.

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

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

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

	October 31,<br><br><br>2022	January 31,<br><br><br>2022
Working capital	$ 707,888	$ 1,142,219
Loss for the period	(359,615)	(34,405,463)
Deficit	(75,286,271)	(74,926,656)

**(c)**Basis of Measurement

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

**(d)**Functional and presentation currency

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

PACIFIC BOOKER MINERALS INC.

NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS

(Unaudited - Prepared by Management)

(Expressed in Canadian Dollars)

FOR THE NINE MONTHS ENDED OCTOBER 31, 2022 and 2021

**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.

PACIFIC BOOKER MINERALS INC.

NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS

(Unaudited - Prepared by Management)

(Expressed in Canadian Dollars)

FOR THE NINE MONTHS ENDED OCTOBER 31, 2022 and 2021

**2.**BASIS OF PRESENTATION (cont’d)

**(g)**Key sources of estimation uncertainty (cont’d)

**(iii)**Exploration and evaluation assets & Mineral property interests

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

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

Prior to January 31, 2022, management had determined that the carrying value of the mining properties is best represented by historical costs, which may or may not reflect their eventual recoverable value. Management reviews the property for impairments on an on-going basis. Significant assumptions and estimates used by management to determine the recoverable value are included in Note 3(d). **(iv)**Restoration and close down provisions The Company recognizes reclamation and close down provisions based on “Best Estimate” which can be based on internal or external costs. The Company is required to have a bond in place in an amount determined by the provincial government to provide for the costs of reclamation of the site disturbances. This bond shows as Reclamation deposit asset on the statement of financial position. Significant assumptions used by management to ascertain the provision are described in Note 3(e).

**(v)**Taxes

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

PACIFIC BOOKER MINERALS INC.

NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS

(Unaudited - Prepared by Management)

(Expressed in Canadian Dollars)

FOR THE NINE MONTHS ENDED OCTOBER 31, 2022 and 2021

**3.**SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

**(a)**Foreign currency translation

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

**(b)**Cash and cash equivalents

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

**(c)**Mineral property interests and Exploration and evaluation assets

All costs related to the acquisition of mineral properties are capitalized as Mineral Property interest. The recorded cost of mineral property interests is based on cash paid and the fair market value of share consideration issued for mineral property interest acquisitions. All pre-exploration costs, i.e. costs incurred prior to obtaining the legal right to undertake exploration and evaluation activities on an area of interest, are expensed as incurred. Once the legal right to explore has been acquired, exploration and evaluation expenditures are capitalized in respect of each identifiable area of interest until the technical feasibility and commercial viability of extracting a mineral resource are demonstrable. Costs incurred include appropriate technical overheads. Exploration and evaluation assets are carried at historical cost, less any impairment losses recognized. When technical feasibility and commercial viability of extracting a mineral resource are demonstrable for an area of interest, the Company stops capitalizing exploration and evaluation costs for that area, tests recognized exploration and evaluation assets for impairment and reclassifies any unimpaired exploration and evaluation assets either as tangible or intangible mine development assets according to the nature of the assets. Mineral properties are reviewed for impairment whenever events or changes in circumstances indicate that its carrying amount may not be recoverable. If, after management review, it is determined that the carrying amount of a mineral property is impaired, that property is written down to its estimated net realizable value. When a property is abandoned, all related costs are written off to operations.

PACIFIC BOOKER MINERALS INC.

NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS

(Unaudited - Prepared by Management)

(Expressed in Canadian Dollars)

FOR THE NINE MONTHS ENDED OCTOBER 31, 2022 and 2021

**3.**SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)

**(d)**Impairment

( i **)**Financial assets

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

**(ii)**Non-financial assets

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

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

·Exploration rights have / will expire in the near future;

·No future substantive exploration expenditures are budgeted;

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

·Exploration and evaluation assets are unlikely to be fully recovered from successful development or sale. If any such indication exists, then the asset’s recoverable amount is estimated. Mining properties and exploration and evaluation assets are also assessed for impairment upon the transfer of exploration and evaluation assets to development assets regardless of whether facts and circumstances indicate that the carrying amount of the exploration and evaluation assets is in excess of their recoverable amount. The recoverable amount of an asset (or cash-generating unit) is the greater of its value in use and its fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. For the purpose of impairment testing, assets that cannot be tested individually are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or groups of assets (the "cash-generating unit", or "CGU"). The level identified by the group for the purposes of testing exploration and evaluation assets for impairment corresponds to each mining property.

PACIFIC BOOKER MINERALS INC.

NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS

(Unaudited - Prepared by Management)

(Expressed in Canadian Dollars)

FOR THE NINE MONTHS ENDED OCTOBER 31, 2022 and 2021

**3.**SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)

**(d)**Impairment (cont’d)

**(ii)**Non-financial assets (cont’d)

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

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

**(e)**Restoration and close down provision

The Company is required to have a bond in place in an amount determined by the Ministry of Mines to provide for the costs of reclamation of the site disturbances. This bond shows as Reclamation deposit in the assets on the statement of financial position. The reclamation obligation is generally considered to have been incurred when mine assets are constructed or the ground environment is disturbed at the project location. The Company also estimates the timing of the outlays, which is subject to change depending on continued operation or newly discovered reserves. Additionaldisturbances or changes in restoration obligations will be recognized when they occur. The Company has determined that it has no additional restoration obligations as at October 31, 2022.

**(f)**Equipment, vehicles and furniture

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

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

PACIFIC BOOKER MINERALS INC.

NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS

(Unaudited - Prepared by Management)

(Expressed in Canadian Dollars)

FOR THE NINE MONTHS ENDED OCTOBER 31, 2022 and 2021

**3.**SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)

**(g)**Option based payments

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

**(h)**Private Placement Unit Offerings

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

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

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

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

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

( i **)**Loss per share

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

The weighted average number of common shares outstanding for the period ended October 31, 2022 does not include the nil (2021 – nil) warrants outstanding and the 3,075,000 (2021 – 2,425,000) stock options outstanding as the inclusion of these amounts would reduce the loss per share amount and are therefore considered anti-dilutive.

PACIFIC BOOKER MINERALS INC.

NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS

(Unaudited - Prepared by Management)

(Expressed in Canadian Dollars)

FOR THE NINE MONTHS ENDED OCTOBER 31, 2022 and 2021

**3.**SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)

**(j)**Income taxes

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

( i **)**Current tax

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

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

·are generally recognized for all taxable temporary differences;

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

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

Deferred tax assets:

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

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

PACIFIC BOOKER MINERALS INC.

NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS

(Unaudited - Prepared by Management)

(Expressed in Canadian Dollars)

FOR THE NINE MONTHS ENDED OCTOBER 31, 2022 and 2021

**3.**SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)

**(k)**Financial instruments

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

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

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

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

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

Financial Asset or Liability	Category
Cash and cash equivalents	amortized cost
Receivables	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.

**(l)**Equity instruments

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

PACIFIC BOOKER MINERALS INC.

NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS

(Unaudited - Prepared by Management)

(Expressed in Canadian Dollars)

FOR THE NINE MONTHS ENDED OCTOBER 31, 2022 and 2021

**3.**SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)

**(m)**Leases

The Company adopted IFRS 16 on February 1, 2019. IFRS 16 introduced a single on-balance sheet accounting model for lessees which replaced IAS 17. Leasing activity for the Company typically involves the lease of office space. The Company previously classified leases as either operating or finance leases. The Company elected not to apply the requirements to short-term leases, as permitted in the Recognition exemptions.

Another 12 month rental agreement for the office space has been signed for the fiscal year ending January 31, 2023. The payments for the rental amount to a total of $94,371 for the fiscal year. This amount is included in the Office Rent total shown on the Statement of Comprehensive Loss.

**(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 theincome 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.

PACIFIC BOOKER MINERALS INC.

NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS

(Unaudited - Prepared by Management)

(Expressed in Canadian Dollars)

FOR THE NINE MONTHS ENDED OCTOBER 31, 2022 and 2021

**5.**MINERAL PROPERTY INTERESTS

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

Indication of Impairment

An impairment allowance was made on the Morrison Mineral Property interests due to the February 7, 2022 refusal by the Ministers of Environment and Mines to grant an Environmental Assessment certificate. The Company was unable to demonstrate that the carrying value of the Mineral Property interests would be recovered by a sale of those mineral interests. At that time, the Company made an allowance for all Mineral Property Interests equal to the full amount that had been capitalized.

The capitalized amounts ($4,832,500) are related to cash and share payments made to Noranda (and its subsequent owners) to acquire the mineral rights to the claim. An additional payment in the amount of 250,000 common shares (at a minimum trading price of $4.00 per share) is required on or before commencement of commercial production and is the final financial requirement for the property rights.

Impairment losses recognized in prior periods are assessed at each reporting date for any indications that the loss has decreased or no longer exists.

Morrison claims, Canada	October 31,<br><br><br>2022		January 31,<br><br><br>2022
Balance, beginning of period	$	-	$	4,832,500
Impairment allowance		-		(4,832,500)
Balance, end of period	$	-	$	-

Morrison claims

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

PACIFIC BOOKER MINERALS INC.

NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS

(Unaudited - Prepared by Management)

(Expressed in Canadian Dollars)

FOR THE NINE MONTHS ENDED OCTOBER 31, 2022 and 2021

**5.**MINERAL PROPERTY INTERESTS (cont’d)

Morrison claims (cont’d)

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

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

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

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

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

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

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

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

PACIFIC BOOKER MINERALS INC.

NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS

(Unaudited - Prepared by Management)

(Expressed in Canadian Dollars)

FOR THE NINE MONTHS ENDED OCTOBER 31, 2022 and 2021

**6.**EXPLORATION AND EVALUATION ASSETS (cont’d)

Indication of Impairment

An impairment charge was made on the Morrison Exploration and Evaluation Asset due to the February 7, 2022 refusal by the Ministers of Environment and Mines to grant an Environmental Assessment certificate. 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. At that time, the Company made an allowance for all E&E costs equal to the full amount that had been or would have been capitalized.

The Capitalized amount ($25,004,416) represents the historical cost of the exploration work done prior to January 31, 2022.

In February 2022, the Ministers stated that a new design plan can be submitted for the project. Since then, the Company has proposed ways to redesign the mine plan with the goal of improving the plan in relation to the perceived environmental impact. The Company has no intention of abandoning the project at this time.

Impairment losses recognized in prior periods are assessed at each reporting date for any indications that the loss has decreased or no longer exists.

Morrison claims (cont’d)

Morrison claims, Canada	Three Month Period<br><br><br>ended October 31,				Nine Month Period<br><br><br>ended October 31,
	2022		2021		2022		2021
Balance, beginning of period	$	94,967	$	24,889,032	$	-	$	24,880,659
Exploration and evaluation costs
Additions
Staking and recording		-		86,372		94,967		88,020
Environmental
Geotechnical Services		-		1,299		-		2,300
Scoping/Feasibility
Labour costs		-		34		-		4,063
Labour costs-related party				4,500				4,500
Travel		-		3,031		-		4,726
Total Exploration and evaluation costs for the period	$	-	$	95,236	$	94,967	$	103,609
Balance, end of period	$	94,967	$	24,984,268	$	94,967	$	24,984,268

PACIFIC BOOKER MINERALS INC.

NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS

(Unaudited - Prepared by Management)

(Expressed in Canadian Dollars)

FOR THE NINE MONTHS ENDED OCTOBER 31, 2022 and 2021

**7.**EQUIPMENT, VEHICLES AND FURNITURE

	Balance<br><br><br>February 1,<br><br><br>2022		Additions<br><br><br>for period		Disposals<br><br><br>for period		Balance<br><br><br>October 31,<br><br><br>2022
Automobile
Value at Cost	$	62,633	$	-	$	-	$	62,633
Accumulated Depreciation		(36,547)		(5,869)		-		(42,416)
Net book value	$	26,086	$	(5,869)	$	-	$	20,217
Office furniture and equipment
Value at Cost	$	23,397	$	-	$	-	$	23,397
Accumulated Depreciation		(22,931)		(70)		-		(23,001)
Net book value	$	466	$	(70)	$	-	$	396
Computer equipment
Value at Cost	$	97,620	$	-	$	-	$	97,620
Accumulated Depreciation		(97,238)		(127)		-		(97,365)
Net book value	$	382	$	(127)	$	-	$	255
Totals	$	26,934	$	(6,066)	$	-	$	20,868
	Balance<br><br><br>February 1,<br><br><br>2021		Additions<br><br><br>for the year		Disposals<br><br><br>for the year		Balance<br><br><br>January 31,<br><br><br>2022
---	---	---	---	---	---	---	---	---
Automobile
Value at Cost	$	62,633	$	-	$	-	$	62,633
Accumulated Depreciation		(25,366)		(11,181)		-		(36,547)
Net book value	$	37,267	$	(11,181)	$	-	$	26,086
Office furniture and equipment
Value at Cost	$	23,397	$	-	$	-	$	23,397
Accumulated Depreciation		(22,815)		(116)		-		(22,931)
Net book value	$	582	$	(116)	$	-	$	466
Computer equipment
Value at Cost	$	97,620	$	-	$	-	$	97,620
Accumulated Depreciation		(96,931)		(307)		-		(97,238)
Net book value	$	689	$	(307)	$	-	$	382
Totals	$	38,538	$	(11,604)	$	-	$	26,934

PACIFIC BOOKER MINERALS INC.

NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS

(Unaudited - Prepared by Management)

(Expressed in Canadian Dollars)

FOR THE NINE MONTHS ENDED OCTOBER 31, 2022 and 2021

**8.**SHARE CAPITAL, OPTION BASED PAYMENTS & CONTRIBUTED SURPLUS

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

During the nine month period ended October 31, 2022, the Company did not announce or complete any private placements.

During the nine month period ended October 31, 2021, 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 nine month period ended October 31, 2022, no stock options were exercised (2021 - nil) at an exercise price of $nil (2021 - $nil) for total proceeds of $nil (2021 - $nil).

During the nine month period ended October 31, 2022, no stock options were granted (2021 - 2,325,000) at an exercise price of $nil (2021 - $2.96).

Option based payments (cont’d)

Stock option transactions are summarized as follows:

	For the Nine Month Period ended October 31,
	2022		2021
	Number<br><br><br>of<br><br><br>Options	Weighted<br><br><br>Average<br><br><br>Exercise<br><br><br>Price	Number<br><br><br>of<br><br><br>Options	Weighted<br><br><br>Average<br><br><br>Exercise<br><br><br>Price
Outstanding, beginning of period	3,075,000	$ 2.90	2,975,000	$ 1.47
Granted	-	-	2,325,000	2.96
Expired	-	-	(2,875,000)	1.49
Exercised	-	-	-	-
Outstanding, end of period	3,075,000	$ 2.90	2,425,000	$ 2.88
Options exercisable, end of period	3,075,000	$ 2.90	2,350,000	$ 2.87
Weighted average remaining life of<br><br><br>outstanding options granted in years		2.82		4.65
Weighted average fair value per option granted				$0.88

PACIFIC BOOKER MINERALS INC.

NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS

(Unaudited - Prepared by Management)

(Expressed in Canadian Dollars)

FOR THE NINE MONTHS ENDED OCTOBER 31, 2022 and 2021

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

The following stock options were outstanding at October 31, 2022:

Number of Options Outstanding	Number<br><br><br>Currently<br><br><br>Exercisable	Exercise<br><br><br>Price	Expiry Date
700,000	700,000	$ 3.00	November 1, 2022 (Expired unexercised)
100,000	100,000	$ 1.00	June 26, 2023
100,000	100,000	$ 2.00	February 23, 2026
2,175,000	2,175,000	$ 3.00	August 17, 2026*

*****275,000 options expire on March 2, 2023 due to the death of the optionee

Option based payment expense

The fair value of stock options granted during the nine month period ended October 31, 2022 was $nil (2021 – $2,052,020) which will be recognized as option based payments.

The option based payments recognized during the nine month period ended October 31, 2022 was $14,185 (2021 – $2,010,451) which has been recorded in the statements of operations as option based payments with corresponding contributed surplus recorded in shareholders' equity.

Warrants

Warrant transactions are summarized as follows:

	For the Nine Month Period ended October 31,
	2022		2021
	Number<br><br><br>of<br><br><br>Warrants	Exercise<br><br><br>Price	Number<br><br><br>of<br><br><br>Warrants	Exercise<br><br><br>Price
Outstanding, beginning of period	-	$ -	-	$ -
Expired	-	$ -	-	$ -
Exercised	-	$ -	-	$ -
Outstanding, end of period	-	$ -	-	$ -

No share purchase warrants were outstanding and exercisable at October 31 2022.

PACIFIC BOOKER MINERALS INC.

NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS

(Unaudited - Prepared by Management)

(Expressed in Canadian Dollars)

FOR THE NINE MONTHS ENDED OCTOBER 31, 2022 and 2021

**9.**LOSS PER SHARE

The weighted average number of common shares outstanding for the period ended October 31, 2022 does not include the nil (2021 - nil) warrants outstanding and the 3,075,000 (2021 - 2,425,000) stock options outstanding as the inclusion of these amounts would be anti-dilutive. Basic and diluted loss per share is calculated using the weighted-average number of common shares outstanding during the period.

	For the Nine Month Period ended<br><br><br>October 31,
	2022	2021
Basic and diluted loss per common share	$ (0.02)	$ (0.14)
Weighted average number of common shares<br><br><br>outstanding (basic and diluted)	16,816,969	16,766,969

**10.**TRANSACTIONS WITH AND AMOUNTS OWING TO RELATED PARTIES

The Company entered into the following transactions with related parties:

	For the Nine Month Period ended October 31,
	2022			2021
	Amounts<br><br><br>paid or<br><br><br>payable	Option<br><br><br>based<br><br><br>payment	Owed<br><br><br>at period<br><br><br>end	Amounts<br><br><br>paid or<br><br><br>payable	Option<br><br><br>based<br><br><br>payment	Owed<br><br><br>at period<br><br><br>end
Paid to a director for:
investor relations	$ 99,000	$ -	$ 13,225	$ 99,000	$ 334,000	$ 13,059
consulting (a)	900	-	-	5,175	86,753	-
Paid to a company officer(b)	30,337	-	1,378	30,838	234,540	1,307
	$ 130,237	$ -	$ 14,603	$ 135,013	$ 655,293	$ 14,366

a)fees for services which have been allocated to operating expenses as consulting fees and fees for services which have been capitalized as Labour on the Morrison project.

b)for accounting and management services.

These transactions were in the normal course of operations and have been measured at fair value, 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.

PACIFIC BOOKER MINERALS INC.

NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS

(Unaudited - Prepared by Management)

(Expressed in Canadian Dollars) FOR THE NINE MONTHS ENDED OCTOBER 31, 2022 and 2021 **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:

	For the Nine Month Period ended October 31,
	2022	2021
Remuneration or fees	$ 137,237	$ 143,513
Option based payments (non-cash item)	-	1,878,514
Total compensation for key management personnel	$ 137,237	$ 2,022,027

**11.**SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS

	For the Nine Month Period<br><br><br>ended October 31,
	2022	2021
Non-cash transactions were as follows:
deferred exploration expense recorded as accounts payable	$ -	$ 63
deferred exploration expense recorded as owing to related parties	$ -	$ -

**12.**SEGMENTED INFORMATION

The Company has determined that it had only one operating segment, i.e. mining exploration. The Company’s mining operations are centralized whereby the Company’s head office is responsible for the exploration results and to provide support in addressing local and regional issues. As at October 31, 2022 and 2021, the Company’s assets are all located in Canada (Notes 5 and 7).

**13.**FINANCIAL INSTRUMENTS & FINANCIAL RISK MANAGEMENT

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

PACIFIC BOOKER MINERALS INC.

NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS

(Unaudited - Prepared by Management)

(Expressed in Canadian Dollars)

FOR THE NINE MONTHS ENDED OCTOBER 31, 2022 and 2021

**13.**FINANCIAL INSTRUMENTS & FINANCIAL RISK MANAGEMENT (cont’d) The Company’s financial instruments at October 31, 2022 are Cash and cash equivalents in the amount of $692,136 (2021 - $1,098,489), recognized at FairValue 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 October 31, 2022, the Company's financial liabilities were comprised of accounts payable, accrued liabilities and amounts owing to related parties which have a maturity of less than one year.

PACIFIC BOOKER MINERALS INC.

NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS

(Unaudited - Prepared by Management)

(Expressed in Canadian Dollars)

FOR THE NINE MONTHS ENDED OCTOBER 31, 2022 and 2021

**13.**FINANCIAL INSTRUMENTS & FINANCIAL RISK MANAGEMENT (cont’d)

**(c)**Market risk

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

Currency risk Foreign currency exchange rate risk is the risk that the fair value or future cash flows will fluctuate as a result of changes in foreign exchange rates. Although the Company is considered to be in the exploration stage and has not yet developed commercial mineral interests, the underlying market prices in Canada for minerals are impacted by changes in the exchange rate between the Canadianand 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.

**14.**CAPITAL MANAGEMENT

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

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

The Company is in the business of mineral exploration and has no source of operating revenue. Operations are financed through the issuance of capital stock. Capital raised is held in cash in an interest bearing bank account until such time as it is required to pay operating expenses or resource property costs. The Company is not subject to any externally imposed capital restrictions. Its objectives in managing its capital are to safeguard its cash and its ability to continue as a going concern, and to utilize as much of its available capital as possible for exploration activities. The Company’s objectives have not changed during the period ended October 31, 2022.

PACIFIC BOOKER MINERALS INC.

NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS

(Unaudited - Prepared by Management)

(Expressed in Canadian Dollars)

FOR THE NINE MONTHS ENDED OCTOBER 31, 2022 and 2021

**15.**EVENTS AFTER REPORTING DATE

Subsequent to the end of the period, the Company has not announced any private placements. On November 2nd, the Company granted 700,000 options at an exercise price of $3.00 per share for an exercise period of 1 year. On November 22nd, the Company granted 150,000 options at an exercise price of $1.50 per share for an exercise period of 5 years.

Management Discussion and Analysis PACIFIC BOOKER MINERALS INC.

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

For the nine month period ended October 31, 2022

Dated: December 14, 2022

The selected financial information set out below and certain comments which follow are based on and derived from the interim financial statements of Pacific Booker Minerals Inc. (the "Company" or "Pacific Booker" or “PBM”) for the nine months ended October 31, 2022 and from the audited financial statements of Pacific Booker Minerals Inc. (the "Company" or "Pacific Booker" or “PBM”) for the year ended January 31, 2022 and should be read in conjunction with them. Additional information relating to the Company is available on SEDAR at www.sedar.com.

Overview

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

Overall Performance

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

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

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

For the three months ended October 31, 2022

Project related activities

PBM holds a 100% interest in certain mineral claims located in the Omineca District of the Province of British Columbia (“B.C.”) and has met the requirements to maintain its recorded interest in the mineral claims with the Province of BC. Recording done subsequent to the end of the period has all claims in good standing into 2023.

PBM has proposed some ideas for discussion to the LBN chief and counsel. PBM has also stated that PBM is open to discussion of any additional items that are a concern for the LBN, including ideas regarding re-design of the project site; enhancement/protection of the salmon and their waterways; and benefits of an economic and related nature.

Legal counsel for the Lake Babine Nation has responded to correspondence sent from PBM's legal counsel and had given reasons for the delay in response from the Chief and Counsel. Some of the proposed concepts are Salmon Enhancement including a Spawning Channel Addition; Environmental Baseline Extension; Sharing the Benefits with local Hiring and contributions to a Scholarship Fund; and Project Design Modernization reflecting the mining and milling science changes developed since the original design was done. While considering how PBM should go forward to a successful EAO application, our independent consultant came to the realization that only an unimpeachable, unbiased, fact-based, treatment of all the potential water-related issues, including the salmon population, could succeed. He 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.

Corporate activities

Following the AGM on July 28th, PBM has appointed a new audit firm for the upcoming year. The audit firm is De Visser Gray LLP, Chartered Professional Accountants, located in downtown Vancouver. They have a number of resource companies that they provide audit and other services to and PBM feels that this is a positive change for the Company.

Our July 31st quarterly was filed in September and can be found on the sedar site, the edgar site and the PBM website on the financials page.

Outlook for 2022/23

PBM is currently investigating ways to improve the project in relation to the perceived environmental impact and is consulting with the technical individuals and firms that assisted with the preparation of the original design plan.

In November, PBM extended the "good to" date on 27 claims for 6 months, which currently has all of our claims in good standing. Our next requirement will be in February of 2023.

On November 16th, PBM announced that Dr. Andrew Weaver had agreed to provide advice and guidance services on a consulting basis in regards to the Morrison mine project.

In November, PBM continued with the water monitoring program on the Morrison project.

At the end of November, PBM sent a letter to the LBN Chief respectfully requesting 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 has always intended for the Morrison Mine, which is located in an historical mining area, to be operated in a way that will not impact in a negative manner on the surrounding communities. PBM preferred to hire local workers and use local suppliers during the time of the exploration and intends to continue that practice during the construction and operation.

The Company’s current share capital is approx. 20.3 million shares fully diluted including 250,000 common shares to be issued to Glencore LC (formerly Noranda, Falconbridge, Xstrata) upon the start of commercial production as part of the purchase agreement.

Our history in the Environmental Assessment process (prior to July 31, 2022)

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

In October 2002, PBM outlined project plans and development schedule to BC Energy, Mines and Petroleum Resources, BC Environmental Assessment Office, BC Ministry of Environment, BC Ministry of Forests, Canadian Environmental Assessment Agency, Lake Babine Nation and the Village of Granisle. On September 30, 2003, PBM entered the Pre-Application stage of EA. PBM submitted the draft Terms of Reference on October 14, 2005. The Company attended various meetingsand working group sessions and PBM was issued the Section 11 Order identifying the scope, procedures and methods for the Environmental Assessment on January 18, 2008. On November 17, 2008, the revised draft Application Terms of Reference was sent out for Public comment. On May 21, 2009, the approved Terms of Reference was issued. On September 28th, PBM submitted the EAC application and was notified on October 27th that the Application failed Screening. Starting in January 2010, PBM conducted additional drilling to further characterize pit walls, and collected additional water quality samples and measured water flow and in situ properties of streams 5, 7, 8, 10 and Morrison Lake and collected visual estimates of flow in stream 6 and other minor streams. On May 27th, the Application (Addendum) was resubmitted to BCEAO and accepted for review on June 28th. On July 22nd, the 70 day public and working group comment period started and lasted until October 24th.

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

In 2011, Field work for baseline Water Quality sampling of Nakinilerak and Morrison lakes and project streams continued. PBM received a report from LBN on Salmon Spawning. Scoping of moose & mule deer survey completed. In September 2011, a field program was conducted to obtain additional baseline fisheries, benthics, zooplankton and phytoplankton, water quality, hydrology, groundwater, and meteorology data from Morrison Lake, Nakinilerak Lake, streams and rivers. Additional meetings and revisions to the application continued including discussion on lining the Tailings Storage Facility with a geo-membrane and the placement of the diffuser in Morrison Lake. PBM committed, if required, to lining the Tailings Storage Facility with an engineered soil barrier and/or geo-membrane to limit seepage into the receiving streams and Morrison lakebed to meet water quality objectives that are protective of salmon spawning habitat and stream aquatic habitat.

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

In July 2011, PBM submitted the updated information (Review Response Report #2) and the review resumed again. On September 6th, EAO issued the draft Assessment Report for comments. EAO requested a 3rd Party Review on Hydrogeology and Water Quality. The 3rd Party Review concluded the scope of hydrogeological site characterization work completed may exceed baseline data collected for EAC applications of other mining projects in B.C.

On August 21, 2012, BCEAO completed the Environmental Application Review Stage and their referral documents were submitted to the Ministers for decision. PBM received the final Certified Project Description and the Table of Conditions that had been submitted to the ministers, and on August 29th, PBM received the (unsigned) Environmental Assessment Certificate #M12-01. On October 1st, the Ministers decided to refuse to grant the EAC.

Following the October 1st refusal by the Ministry of Environment to issue an EAC for the project, the Company challenged that decision in the BC Supreme Court. The December 9, 2013 decision of the Court stated that the rejection failed to comport with the requirements of procedural fairness and that PBM should not have been prevented from learning at least the substance of the recommendations. The decision stipulated that PBM and the interveners would be entitled to be provided with the Executive Director’s recommendations to the Ministers, and would be entitled to provide a written response. On January 24, 2014, PBM received a letter from the EAO outlining their key concerns. In March, KCB’s letter and technical response was submitted. BCEAO allowed to April 25th for the members of the Working Group to submit their responses to that report. On April 29th, PBM was advised that the second phase of the reconsideration process was complete andwas given until May 23rd to reply. PBM submitted a report, prepared by KCB, in response to the new items raised by the Working Group. On July 4th, the EAC application was referred to the Minister of Environment and the Minister of Energy and Mines for reconsideration, stating a 45 day timeline (subject to any extensions) for a decision by the Ministers. On August 18th, the Minister of Environment suspended the environmental assessment pending the outcome of the Independent Expert Engineering Investigation and Review Panel of the tailings dam breach at the Mt. Polley mine. The Independent Review Panel Report was released on January 30, 2015. On February 20th, PBM was provided an opportunity to comment on the Mount Polley Investigation and Report, focusing on the potential implications of the recommendations of the Report when applied to the Morrison project. On March 20th, PBM submitted a report, prepared by KCB, in response to the Recommendations.. On April 17th, the responses from the Lake Babine Nation, the Gitxsan Treaty Society and the Gitanyow Hereditary Chiefs were posted on the EPIC site. On May 8th, PBM submitted a response to the First Nations comments including a letter, prepared by Harvey McLeod, KCB, which addresses the points raised. On June 10th, PBM announced that the Minister of Environment had lifted the suspension. The time period remaining was 30 days, ending on July 9, 2015. On July 8th, PBM announced that the Minister of Environment and the Minister of Energy and Mines made a decision under Section 17(3)(c) of the Environmental Assessment Act, ordering that the Morrison Project undergo further assessment.

On December 23, 2015, the Company submitted a document in response to the July decision that the Morrison Project undergo further assessment. The document was acknowledged as received by Kevin Jardine, Associate Deputy Minister, BC EAO.

On February 16, 2016, three PBM directors and Robin Junger, of McMillan LLP, attended a meeting in Prince George at the request of the Lake Babine Nation. Dominique Nouvet (legal professional) of Woodward and Company initiated the meeting on behalf of the LBN. The Chief and Councillors spoke from prepared notes. Our directors were advised that the LBN’s Chief and Council would not support the Morrison project at that time. An announcement had been prepared and released to a newspaper in advance of the meeting.

PBM completed water monitoring work on Morrison Lake to provide a full year (May 2016 to May 2017) of consecutive data. 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 2016 Morrison Lake Thermal Stratification Study interim report and the Supplement (final) report can be found on the reports page of our website at: http://www.pacificbooker.com/reports.htm

In February 2019, PBM received a letter from Kevin Jardine, Associate Deputy Minister, EAO, which stated in part: “I note in your letter your desire to advance this Project. If that is the case, please advise, within 30 days of your receipt of this letter, when you will provide the draft SAIR for review. If I do not hear from you, or if you are unable to commit to a date by which you would provide the draft SAIR, then I will consider the appropriate next steps to ensure this proceeds in a timely manner or is otherwise concluded.” This letter is posted on the EPIC site at:

https://projects.eao.gov.bc.ca/api/public/document/6009df03a8b8ef0020c01ba7/download/

336850_Plourde_FINAL.pdf

In March 2019, PBM answered Kevin Jardine and said “We will prepare the draft SAIR for review. We expect that we will require 30 days to provide that document.” The full letter is available at:

https://projects.eao.gov.bc.ca/api/public/document/5cc09d856a15600025dd78a8/download

/Ltr_PBM%20to%20K%20Jardine%20March%205%202019.pdf In April 2019, PBM submitted a first draft document and stated: “Please find enclosed our first attempt at preparing the draft SAIR for review. We hope that this document will be a starting point for the preparation of a document that will meet the need dictated by the Section 17 order. We look forward to your feedback on this early version.” The letter anddraft document is available at: https://projects.eao.gov.bc.ca/api/public/document/5cb8e7baf49036002458b64c/download

/Letter-Jardine%20April%202019.pdf

https://projects.eao.gov.bc.ca/api/public/document/5cb8e7baf5fec90024920f78/download/

Supplemental-Application-Request.pdf

On June 18th, PBM received a letter from the BCEAO in response to the document submitted April 4th. EAO replied with “Thank you for the letter dated April 4, 2019. I have reviewed and am responding to your initial draft Supplemental Application Information Requirements submitted in response to the Section 17(3)(c)(iii) Order issued by the Ministers under the Environmental Assessment Act on July 7, 2015. While I appreciate the opportunity to review an early draft, the content of this version of the draft SAIR does not appear substantially different from the version provided on December 23, 2015, which was found to not contain the information requirements set out in the Ministers' Order.” The full letter is available at:

https://projects.eao.gov.bc.ca/api/public/document/5d0a5591c9dd30001a1644de/download

/345954_Plourde_FINAL.pdf

PBM submitted the next draft of the SAIR document to the BCEAO on August 29th. That letter and document is available at:

https://projects.eao.gov.bc.ca/api/public/document/5d825d43c7d70300214c5cba/download

/Supplemental-Application-Request-draft-Aug%202019.pdf

https://projects.eao.gov.bc.ca/api/public/document/6009d93da8b8ef0020c01a6f/download/

letter-Jardine%20August%2029%202019.pdf

On August 30th, EAO left a voice message and suggested a meeting to “get on the same page”. A plan was made for an initial conference call with Harvey McLeod of KCB, PBM and the EAO. The conference call started with 3 individuals from the EAO, Harvey McLeod from KCB and a PBM representative. EAO took the lead and stated that the meeting’s main focus would be the SAIR requirements. KCB requested a high level overview of the needs. KCB said that our opinion was that these items had been fully addressed and commented that if there were deficiencies, then KCB/PBM needed to know what the deficiencies were and that a deficiency can’t be addressed if it is not known. EAO’s reply was that the Ministers had decided that more information was required. KCB requested the opportunity to engage with the technical people to clarify the needed information. EAO said the best way to start is for PBM to suggest possible additional information that could be provided to start the discussion with the technical staff. On October 17th, PBM advised the EAO that KCB had started preparing a response, but due to work assignments, would not be able to provide his response until approx. the middle of November.

The Impact Assessment Act came into effect on August 28, 2019 which caused the Canadian Environmental Assessment Act (CEAA 1992) assessment of the Morrison Copper-Gold Project under to be terminated. To advance the project now, PBM is required to submit an initial Project Description to the Agency. Any relevant information gathered for the environmental assessment under CEAA rules may be used to inform any process steps under the IAA.

Early in December, PBM received the suggested work programs from KCB and forwarded a “draft for discussion” to the BCEAO on December 12th. That document had not been posted on the EPIC site but is part of the following document , starting on page 163:

https://projects.eao.gov.bc.ca/api/public/document/60ff2973d686e20022c84904/download/

PBM_EAO%202021-background-July%202021.pdf)

On January 13, 2020, the EAO emailed as follows: “Thanks for your submission of the draft SAIR for discussion. We have reviewed it, and it is improved but could still use some work.” A meeting was arranged for February 12th in the EAO office in Victoria. In February, PBM met with the EAO and discussed the draft submitted in December 2019. The EAO requested that the words in the document be reduced to what is required for the Working Group without any additional details and that statements of intent becomecommitments. PBM was asked if there was anything that PBM wanted to address at the meeting. PBM responded that a clarification of the name of the stream that connects Morrison Lake with Morrison Arm is needed; is it Morrison Creek or Morrison River as both names have been used. PBM also asked the EAO to clarify the incorrect statement made in 2012 that Morrison Lake is located at the headwaters of the Skeena River. Subsequent to the meeting, PBM was advised that the connecting stream is called Morrison Creek according to the FLNR (Forestry, Lands, Natural Resources Ministry) database, but the clarification of the headwaters statement was not forthcoming. On March 5 and June 24, 2020, Dr. Andrew Weaver, MLA directed questions during Question Period in the Legislative Assembly of BC, to Minister Bruce Ralston, Energy, Mines and Petroleum Resources and to Environment Minister Heyman asking about the regulatory inconsistencies facing the Morrison mine project. Dr. Weaver also 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?” For the video and transcript of the question and answer, see:

http://www.andrewweavermla.ca/category/resource_development/mining/

On June 23rd, Dr. Weaver posted an article on his blog 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 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. To read the complete blog, see:

http://www.andrewweavermla.ca/2020/06/23/pacific-booker-minerals-quest-develop-

morrison-smithers/

On August 20th, 2020, PBM received a letter from Nathan Braun, A/Associate Deputy Minister, EAO that stated (in part): “Your letter requested clarification regarding the ‘Skeena Headwaters’, and expressed surprise that the 2012 Information Bulletin referenced the Morrison project as being in the headwaters of the Skeena River. With respect, this point is not material to the provision of a draft SAIR. The fact is that water from the area of the proposed project eventually flows into the Skeena River. The letter can be found at:

https://projects.eao.gov.bc.ca/api/public/document/6009da7fa8b8ef0020c01b0d/download/

359789%20-%20Swan%20-%20Final.pdf

On August 24th, PBM responded. The email can be found at:

https://projects.eao.gov.bc.ca/api/public/document/60c799a36c4fc900224660d4/download

/Email_PBM_to_Ministers_Aug24.pdf

On September 14th, PBM sent another email to Ministers Heyman and Ralston which said (in part): “If the EAO believes that the Morrison Lake project is located in the headwaters of the Skeena River and that our project will cause a significant impact to the Babine watershed as well as reaching all the way to the Skeena River, there is little point in PBM continuing with the SAIR exercise, because nothing we can say can convince you otherwise." The email can be found at:

https://projects.eao.gov.bc.ca/api/public/document/60c79a736c4fc900224660e3/download/

Email_PBM_to_Ministers_Sept14.pdf On September 28th, 2020 PBM received a letter from Katherine St James, ProjectAssessment Director, which stated: “Thank you for your emails of August 24 and September 14, 2020 addressed to the Honourable George Heyman, Minister of Environment and Climate Change Strategy, regarding the Morrison project. I have been asked to respond on his behalf." She confirmed that the "headwaters of the Skeena River" label was "as described in the Morrison Environmental Assessment Report (2012) and the Reasons for Decision (2012), the EAO understands the project to be located in the headwaters of the Skeena River. She also referred to this saying "any disagreement on this fine point does not prevent PBM from providing a satisfactory draft SAIR. This letter can be found at: https://projects.eao.gov.bc.ca/api/public/document/6009ddc6a8b8ef0020c01b7e/download

/360882%20-%20Swan%20-%2020200928.pdf

Environmental Assessment Report (2012) can be found at:

https://projects.eao.gov.bc.ca/api/public/document/5888e594817b85ae43cf7b4f/download/

Morrison%20Copper_Gold%20Mine%20Project%20Assessment%20Report%20dated%20Au

g%2021_12.pdf

Reasons for Decision (letter dated September 28, 2012) can be found at:

https://projects.eao.gov.bc.ca/api/public/document/5886a78aa4acd4014b81f937/download

/Letter%20from%20Honourable%20Terry%20Lake%20%28MOE%29%20to%20Erik%20To

rnquist%20%28PBM%29%20dated%20Sept%2028_12.pdf

On October 15th, PBM responded as follows: “This letter is in response to your letter dated September 28, 2020. Thank you for the clarification of the EAO’s view on whether the proposed project is in the headwaters of the Skeena River." PBM then asked "why does the EAO description of the Skeena River headwaters differ so significantly from the commonly used descriptions? There is little point in PBM submitting another draft SAIR until this error in the location of the project is acknowledged and addressed publicly in some form or until the EAO can prove it a correct statement by scientific fact.” This letter can be found at:

https://projects.eao.gov.bc.ca/api/public/document/6009de44a8b8ef0020c01b9d/download

/Letter-EAO%20Oct%2015%202020.pdf

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. 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 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 or 2) Rescinding the Order entirely and proceed to a decision by Ministers on Morrison with the information available. The letter can be found at:

https://projects.eao.gov.bc.ca/api/public/document/604a6046887eda0022fcdd62/download

/369037-Plourde-FINAL.pdf

PBM responded to the EAO and stated our preference for Option 2. (weblink :

https://projects.eao.gov.bc.ca/api/public/document/60c7bd5d1260100023babd02/downloa

d/Letter-from-PBM-March%2011%202021-signed.pdf)

On April 13th, 2021, 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. The EAO also advised that they would be providing PBM with an opportunity to comment on the information package prior to sending to Ministers. The letters from the First Nations can be seen at: (dated March 23 to April 12, 2021) https://projects.eao.gov.bc.ca/p/588510b4aaecd9001b81467b/documents

On June 17th, PBM received the EAO-prepared draft of the report to bring the options to Ministers for their consideration and requested feedback on that draft by July 19th.

On July 19th, PBM submitted our second letter (and a supporting document) to the EAO in response to the draft report and the now 3 options proposed by the EAO. The third option added by the EAO was to continue with the status quo. These documents have been posted on the EPIC site at the following links:

https://www.projects.eao.gov.bc.ca/api/document/60ff28e9d686e20022c848ee/fetch/PBM_

Letter-EAO-July 2021-final.pdf

https://projects.eao.gov.bc.ca/api/public/document/60ff2973d686e20022c84904/download/

PBM_EAO%202021-background-July%202021.pdf

The responses from the First Nations have been posted on the EPIC site (July 7 & 8, 2021) at: https://projects.eao.gov.bc.ca/p/588510b4aaecd9001b81467b/documents.

An email in response from the LBN has been posted (July 26) on the EPIC site at:

https://projects.eao.gov.bc.ca/api/public/document/60ff2b3a4666f200229ba3c6/download/

LBN%20Response%20Email.pdf

On August 17th, the EAO sent the next 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.

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 October 27th, 2021 the EAO advised PBM that the balance of the materials would be posted on the EPIC site once a decision was made by the Ministers. They confirmed that an email would be sent to all parties when the materials were referred to Ministers, planned to be the first week of November.

On November 8th, PBM was advised that the materials regarding the further assessment order were sent to the Ministers. This decision was in regard to the options offered by the EAO. PBM was advised that there was no legislated timeline for this decision. On November 9th, PBM announced that the materials regarding the further assessment order had been sent to the Ministers for decision. The correspondence can be found at: https://projects.eao.gov.bc.ca/p/588510b4aaecd9001b81467b/documents

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/downloa

d/Morrison%20Reasons%20for%20Decision%20of%20the%20Ministers%20-

%20MGH%20signed_MBRsig20211202.pdf

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. On February 2, 2022, in response to a post on the Stockhouse bullboards, PBM asked the EAO if the decision timeframe had been extended as stated in an email received by a poster from the EAO. The EAO confirmed that the Ministers require more time, which is allowed under the Act. Because they do not have any other information, such as when the decision will be made, there was nothing to post to EPIC site at that time, as the order will beextended retroactively once the decision was made. 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 will not be issued for the Morrison Project. The accompanying letter from the Ministers has advised PBM that the Environmental Assessment Act allows PBM to submit another proposal based on a new project design in the future.

At approximately 1pm on February 7th, 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 in the future. PBM has 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 has also contacted Dominique Nouvet (LBN legal professional) to discuss the issues.

The response from the Ministers was made by on March 17th by Elenore Arend, Associate Deputy Minister and Chief Executive Assessment Officer, EAO. 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." Letters are being assembled, addressed to both government ministers and the local indigenous administration, with a view to determine what additions or amendments to the proposed project would be necessary for its approval in the near future.

On July 7th, PBM's legal counsel sent a letter to the legal counsel for the Lake Babine Nation outlining some ideas for discussion and stating that PBM is open to any additional items that are a concern for the LBN, included ideas regarding re-design of the project site; enhancement/protection of the salmon and their waterways; and benefits of an economic and related nature for the LBN and its members.

On July 21st, Kent Zehr, PBM's independent consultant sent a letter 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.

Results of Operations A significant expense on the Statement of Comprehensive Loss is the recording of the option based payments and the offsetting contributed surplus in equity. As a non-cashtransaction, it has no impact on the working capital of the Company. This calculation creates a cost of granting options to Eligible Persons (as defined by the policies of the TSX Venture Exchange and/or National Instrument 45-106). The cost is added to our operating expenses with a corresponding increase in the Company’s equity. The option based payment expense is allocated, in proportion to the number of options granted, to our operating expense accounts for Consulting fees, Directors fees, Investor relations fees and Professional fees. For the nine month period ended October 31, 2022 compared with October 31, 2021

The option based payment expense for the period was allocated to the accounts for Consulting fees $14,185 (2021 - $218,690), Directors fees $nil (2021 - $1,223,221), Investor relations fees $nil (2021 - $334,000) and Professional fees $nil (2021 - $234,540). These amounts total $14,185 for the 2022 period compared to $2,010,451 for the 2021 period. If the option based payment amounts were removed from the operating loss, the loss would show as $345,430 for the 2022 period compared to $302,029 for the 2021 period. The difference between these two periods was $43,401, with 2022 higher. The largest amount difference was in Shareholder information and promotion which was higher in the 2022 period by $48,130 due to the cost for a meeting in New York, the cost for a 3 month campaign with Investorshub and some additional local meeting costs. The next largest amount difference was in Foreign exchange gain/loss which was a gain of $15,793 in the 2022 period compared to a loss of $8,696 in the 2021 period, a reduction in the loss by $24,489 in the 2022 period. The next largest amount difference was in Travel which was higher in the 2022 period by $13,223 mostly due to the cost for travelling to the New York meeting and for the consultant to travel to Vancouver. The next largest amount difference was in Filing and Transfer agent fees which were higher in the 2022 period by $6,743 mostly due to the increase in the TSX-V fees and an increase in the cost of preparing the annual financials for Edgar filing. The next largest amount difference was in Office Rent which was higher in the 2022 period by $4,667 due to the increased rental cost and a lower recovery of the estimates used for operating costs and property taxes. The next largest amount difference was in Depreciation which was lower by $2,637 in 2022 due to the declining balance calculation method. The next largest amount difference was in Directors fees which were lower in the 2022 period by $1,500 reflecting the reduction in the number of directors. The other expenses were less than $1,000 (plus or minus) of the 2021 period amounts with the difference noted as follows: Consulting fees (higher by $225), Professional fees (lower by $578), Finance income (lower by $115), Office and Miscellaneous (lower by $504), and Telephone (higher by $6).

During the 2022 period, the Company incurred $94,967 in expenditures on the Morrison property compared to $103,609 in 2021 period.

At the beginning of the period, the cash held was $1,172,393 (2021 - $1,481,302). Cash used in operations was $385,079 (2021 - $279,267). Cash raised from sale of shares was $nil (2021 - $nil). Cash used to fund exploration activities was $95,178 (2021 - $103,546). The net change in cash for the period was a decrease of $480,257 (2021 - $382,813) leaving the Company holding $692,136 (2021 - $1,098,489) in cash at the end of the period.

For the three month period ended October 31, 2022 compared with October 31, 2021 The option based payment expense for the period was allocated to the accounts for Consulting fees $nil (2021 - $218,690), Directors fees $nil (2021 - $1,223,221), Investor relations fees $nil (2021 - $334,000) and Professional fees $nil (2021 - $112,779). These amounts total $nil for the 2022 period compared to $1,888,690 for the 2021 period. If the option based payment amounts were removed from the operating loss, the loss would show as $77,505 for the 2022 period compared to $93,973 for the 2021 period. The difference between these two periods was $16,468, with 2021 higher. The largest amount difference was in Foreign exchange gain/loss which was a gain of $14,215 in the 2022 period compared to a loss of $1,658 in the 2021 period, a reduction in the loss by $15,873 in the 2022 period. The next largest amount difference was in Professional fees which were lower in the 2022 period by $7,317 mostly reflecting a decrease in legal fees. The next largest amount difference was in Filing and Transfer agent fees which were higher in the 2022period by $5,986 due mostly to the timing of the charge related to the 20-F conversion. The other expenses were less than $1,000 (plus or minus) of the 2021 period amounts with the difference noted as follows: Depreciation (lower by $879), Directors fees (lower by $500), Finance income (lower by $184), Office and Miscellaneous (higher by $329), Office Rent (higher by $861), Shareholder information and promotion (higher by $618), Telephone (higher by $2) and Travel (higher by $121). During the 2022 period, the Company incurred $nil in expenditures on the Morrison property compared to $95,236 in 2021 period.

At the beginning of the period, the cash held was $749,764 (2021 - $1,272,118). Cash used in operations was $57,628 (2021 - $72,732). Cash raised from sale of shares was $nil (2021 - $nil). Cash used to fund exploration activities was $nil (2021 - $100,897). The net change in cash for the period was a decrease of $57,628 (2021 - $173,629) leaving the Company holding $692,136 (2021 - $1,098,489) in cash at the end of the period.

Liquidity

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

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

At the end of the fiscal year 2022, the Company reported a net loss of $34,405,463 ($2.05 per share) compared to a net loss of $643,227 ($0.04 per share) for the year ended January 31, 2021.

Cash held at the end of the period was sufficient to meet our current liabilities. Pacific Booker has a lease for the rental premise in which the Company’s head office operates. It is a standard rental lease which expires on January 31, 2023. Details on the financial obligations are detailed in our annual financial statements (Note 3(m)). Off-Balance Sheet Arrangements

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

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

Related Party Transactions

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

·to John Plourde, a PBM director, for shareholder relations and financing duties, in the amount of $33,000 (2021 - $33,000) for the quarter and in the amount of $99,000 (2021 - $99,000) for the fiscal year to date. ·to Victor Eng, a PBM director, for consulting services, in the amount of $225 (2021 - $4,725) for the quarter and in the amount of $900 (2021 - $5,175) for the fiscal year to date. ·to Ruth Swan, a PBM officer, for accounting and management services, in the amount of $8,075 (2021 - $9,775) for the quarter and in the amount of $30,337 (2021 - $30,838) for the fiscal year to date.

There are no ongoing contractual or other commitments resulting from the transactions. Fees for these services amounted to $41,300 (2021 - $47,500) for the current quarter and in the amount of $130,237 (2021 - $135,013) for the fiscal year to date.

Also, payments were made to our independent directors for attendance at board and committee meetings. Fees for this amounted to $1,500 (2021 - $2,000) for the current quarter and in the amount of $7,000 (2021 - $8,500) for the fiscal year to date.

Proposed Transactions

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

Accounting Estimates and changes in policies

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

Forward Looking Statements

This discussion does not include any forward-looking statements of a material nature in respect to the Company’s strategies. The discussion following the heading “Outlook for 2022/23” does include a statement of future intent. The discussion following the heading “Off-Balance Sheet Arrangements” discloses future obligations. The Company will update or revise these forward-looking statements when and/or if there is a change in intent or future obligations.

Selected Annual Information

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

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

For the year ended	Total Assets	Total<br><br><br>Long-term Liabilities	Total<br><br><br>Revenue	Net Loss
				Total	Per Share
January 31, 2020	$31,867,283	$-	$1,045	$1,061,028	$ 0.06
January 31, 2021	$31,442,692	$-	$990	$643,227	$ 0.04
January 31, 2022	$1,339,571	$-	$990	$34,405,463	$ 2.05

Summary of Quarterly Results

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

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

For the three months ended	Total<br><br><br>Revenue	Loss before<br><br><br>other items	Net Loss
			Total	Per Share
January 31, 2021	$740	$119,084	$118,344	$0.01
April 30, 2021	$-	$228,693	$228,693	$0.01
July 31, 2021	$-	$101,124	$101,124	$0.01
October 31, 2021	$253	$1,982,916	$1,982,663	$0.12
January 31, 2022	$737	$32,093,720	$32,092,983	$1.91
April 30, 2022	$69	$96,633	$96,564	$0.01
July 31, 2022	$-	$185,546	$185,546	$0.01
October 31, 2022	$69	$77,574	$77,505	$0.00
For the period ended	Total Revenue	Loss before<br><br><br>other items	Net Loss
---	---	---	---	---
			Total	Per Share
for the year ended January 31, 2021	$990	$644,217	$643,227	$0.04
for the 3 month period ended April 30, 2021	$-	$228,693	$228,693	$0.01
for the 6 month period ended July 31, 2021	$-	$329,817	$329,817	$0.02
for the 9 month period ended October 31, 2021	$253	$2,312,733	$2,312,480	$0.14
for the year ended January 31, 2022	$990	$34,406,453	$34,405,463	$2.05
for the 3 month period ended April 30, 2022	$69	$96,633	$96,564	$0.01
for the 6 month period ended July 31, 2022	$69	$282,179	$282,110	$0.02
for the 9 month period ended October 31, 2022	$138	$359,753	$359,615	$0.02

Additional Disclosure for Venture Issuers

Mineral Property Interests

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

	Morrison	Total
As at October 31, 2020	$4,832,500	$4,832,500
to January 31, 2021	-	-
As at January 31, 2021	$4,832,500	$4,832,500
to April 30, 2021	-	-
to July 31, 2021	-	-
to October 31, 2021	-	-
to January 31, 2022	(4,832,500)	(4,832,500)
As at January 31, 2022	$-	$-
to April 30, 2022	-	-
to July 31, 2022	-	-
to October 31, 2022	-	-
As at October 31, 2022	$-	$-

Deferred Exploration & Development expenditures

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

	Morrison	Grants / Tax Credits	Impairment Allowance	Total
As at October 31, 2020	$ 25,757,213	$ (859,434)	$ -	$ 24,897,779
to January 31, 2021	(17,120)	-	-	(17,120)
As at January 31, 2021	$ 25,740,093	$ (859,434)	-	$ 24,880,659
to April 30, 2021	1,001	-	-	1,001
to July 31, 2021	7,372	-	-	7,372
to October 31, 2021	95,236	-	-	95,236
to January 31, 2022	20,148	-	(25,004,416)	(24,498,268)
As at January 31, 2022	$ 25,863,850	$ (859,434)	$ (25,004,416)	$ -
to April 30, 2022	19,009	-	-	19,009
to July 31, 2022	75,958	-	-	75,958
to October 31, 2022	-	-	-	-
As at October 31, 2022	$ 25,958,817	$ (859,434)	$ (25,004,416)	$ 94,967

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

	Capital<br><br><br>Stock	Subscriptions<br><br><br>Received	Contributed Surplus	Operating<br><br><br>Loss	Deficit<br><br><br>ending	Total Equity
As at October 31, 2020	$ 54,223,481	$ -	$ 17,707,324	$ 524,883	$ 40,402,849	$ 31,527,956
to January 31, 2021	-	-	-	118,344	40,521,193	31,409,612
As at January 31, 2021	$ 54,223,481	$ -	$ 17,707,324	$ 643,227	$ 40,521,193	$ 31,409,612
to April 30, 2021	-	-	121,761	228,693	40,749,886	31,302,680
to July 31, 2021	-	-	-	101,124	40,851,010	31,201,556
to October 31, 2021	-	-	1,888,690	1,982,663	42,833,673	31,107,583
to January 31, 2022	229,030	-	2,049,123	32,092,983	74,926,656	1,292,753
As at January 31, 2022	$ 54,452,511	$ -	$ 21,766,898	$ 34,405,463	$ 74,926,656	$ 1,292,753
to April 30, 2022	-	-	4,306	96,564	75,023,220	1,200,495
to July 31, 2022	-	-	9,879	185,546	75,208,766	1,024,828
to October 31, 2022	-	-	-	77,505	75,286,271	947,323
As at October 31, 2022	$ 54,452,511	$ -	$ 21,781,083	$ 359,615	$ 75,286,271	$ 947,323

Disclosure of outstanding share data

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

Subsequent to the end of the period, the Company has not issued any common shares on exercise of warrants or announced or completed any private placements. On November 2nd, the Company granted 700,000 options at an exercise price of $3.00 per share for an exercise period of 1 year. On November 22nd, the Company granted 150,000 options at an exercise price of $1.50 per share for an exercise period of 5 years.

Option Transactions:
Date	details	Exercise Price	Expiry date	# of shares	Total
October 31, 2022	total outstanding				3,075,000
November 1, 2022	options expired	$ 3.00	November 1, 2022	-700,000	2,375,000
November 2, 2022	options granted	$ 3.00	November 2, 2023	700,000	3,075,000
November 22, 2022	options granted	$ 1.50	November 22, 2027	150,000	3,225,000