6-K

QUARTZ MOUNTAIN RESOURCES LTD (QZMRF)

6-K 2021-12-20 For: 2021-10-31
View Original
Added on April 08, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

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

UNDER THE SECURITIES EXCHANGE ACT OF 1934

As at December 17, 2021

Commission File Number:

QUARTZ MOUNTAIN RESOURCES LTD.

(Translation of registrant's name into English)

14th Floor – 1040 W. Georgia Street Vancouver, British Columbia Canada V6E 4H1

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

[X] Form 20-F      [ ] Form 40-F

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): [ ] Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): [ ]

SUBMITTED HEREWITH

Exhibits
99.1 MANAGEMENT’S<br>DISCUSSION AND ANALYSIS
99.2 CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
99.3 Certificate of CEO
99.4 Certificate of CFO

SIGNATURES

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

Quartz<br>Mountain Resources Ltd.
Date: December 17,<br>2021 By: /s/ Sebastian Tang
Sebastian<br>Tang
Chief Financial<br>Officer

qzm_ex991

Exhibit 99.1

QUARTZ MOUNTAIN RESOURCES LTD.

MANAGEMENT’S DISCUSSION AND ANALYSIS

THREE MONTHS ENDED OCTOBER 31, 2021

QUARTZ MOUNTAIN RESOURCES LTD.<br><br><br>MANAGEMENT’S DISCUSSION AND ANALYSIS<br><br><br>FOR THREE MONTHS ENDED OCTOBER 31, 2021

Table of Contents

Page
1.1                                   <br>Date 3
1.2                                   <br>Overview 3
1.3                                   <br>Selected<br>Annual Information 5
1.4                                   <br>Summary<br>of Quarterly Results 6
1.5                                   <br>Results of Operations and Financial<br>Condition 6
1.6                                   <br>Liquidity 6
1.7                                   <br>Capital<br>Resources 7
1.8                                   <br>Off-Balance Sheet<br>Arrangements 7
1.9                                   <br>Transactions with<br>Related Parties 7
1.10                                 <br>Fourth<br>Quarter 8
1.11                                 <br>Proposed<br>Transactions 8
1.12                                 <br>Critical<br>Accounting Estimates 8
1.13                                 <br>Changes in Accounting Policies<br>including Initial Adoption 8
1.14                                 <br>Financial Instruments and Other<br>Instruments 8
1.15                                 <br>Other<br>MD&A Requirements 9
1.16                                 <br>Risk<br>Factors 10
QUARTZ MOUNTAIN RESOURCES LTD.<br><br><br>MANAGEMENT’S DISCUSSION AND ANALYSIS<br><br><br>FOR THREE MONTHS ENDED OCTOBER 31, 2021
---

1.1

DATE

This Management’s Discussion and Analysis ("MD&A") should be read in conjunction with the audited consolidated financial statements (the "Annual Financial Statements") of Quartz Mountain Resources and its subsidiaries ("Quartz Mountain" or the "Company"), for the year ended July 31, 2021, the annual MD&A for the same period, and the unaudited interim condensed consolidated financial statements for the three months ended October 31, 2021, as publicly filed under the Company’s profile on SEDAR at www.sedar.com. All dollar amounts herein are expressed in Canadian dollars, unless otherwise specified.

The Company reports in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board ("IASB") and interpretations of the IFRS Interpretations Committee (together, "IFRS"). The following disclosure and associated Interim Financial Statements are presented in accordance with IFRS.

This MD&A is prepared as of December 17, 2021. For the purposes of the discussion below, date references refer to calendar year and not the Company's fiscal reporting period.

Cautionary Note to Investors Concerning Forward-looking Statements

This discussion includes certain statements that may be deemed "forward-looking statements.” All statements in this disclosure, other than statements of historical facts, that address permitting, exploration drilling activities and events or developments that the Company expects are forward- looking statements. Although the Company believes the expectations expressed in such forward- looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in the forward-looking statements. Assumptions used by the Company to develop forward-looking statements include the following: the Company’s projects will obtain all required environmental and other permits and all land use and other licenses, and no geological or technical problems will occur. Factors that could cause actual results to differ materially from those in forward-looking statements include market prices, exploration and exploitation successes, continuity of mineralization, potential environmental issues and liabilities associated with exploration, development and mining activities, uncertainties related to the ability to obtain necessary permits, licenses and title and delays due to third party opposition or litigation, exploration and development of properties located within First Nations treaty and asserted territories may affect or be perceived to affect treaty and asserted aboriginal rights and title, which may cause permitting delays or opposition by First Nation communities, changes in laws and government policies regarding mining and natural resource exploration and exploitation, continued ability of the Company to raise necessary capital, and general economic, market or business conditions. Investors are cautioned that any such statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking statements. The Company reviews its forward-looking statements on an on-going basis and updates this information when circumstances require it.

1.2

OVERVIEW

The information comprised in this MD&A relates to Quartz Mountain Resources Ltd. and its subsidiaries. Quartz Mountain Resources Ltd. is the ultimate parent entity of the group.

Quartz Mountain most recently focused on assessing mineral prospects for potential acquisition and exploration in British Columbia. The Company is currently investigating new potential opportunities.

On February 15, 2019, Robert Dickinson resigned as Executive Chairman and CEO and Rene Carrier resigned as director. Trevor Thomas was appointed Chairman, CEO and director and Matthew Dickinson was appointed director.

3

QUARTZ MOUNTAIN RESOURCES LTD.<br><br><br>MANAGEMENT’S DISCUSSION AND ANALYSIS<br><br><br>FOR THREE MONTHS ENDED OCTOBER 31, 2021

On August 15, 2020, Michael Lee resigned as Chief Financial Officer. Sebastian Tang was appointed Chief Financial Officer.

Other Corporate Information

The board of directors consists of Trevor Thomas, Leonie Tomlinson and Matthew Dickinson. Trevor Thomas is the Chairman, Chief Executive Officer and Corporate Secretary, Sebastian Tang is the Chief Financial Officer.

The Company is a reporting issuer in the provinces of British Columbia, Alberta and Ontario.

The Company’s head office is located at 1040 West Georgia Street, 14th Floor, Vancouver, British Columbia, Canada V6E 4H1.

The Company’s common shares were approved for listing on the TSX Venture Exchange under the symbol QZM and certain broker-dealers in the United States make market on the OTC Grey Market under the symbol QZMRF.

Effective May 27, 2020, the Company completed a forward share split (the “Share Split”) on the basis of two additional common shares for every common share outstanding prior to the Share Split. Outstanding warrants were adjusted by the same share split ratio. All references to shares and per share amounts have been retroactively restated to give effect to the Share Split.

1.2.1

AGREEMENTS

In January 2016, the Company reached an agreement with Hunter Dickinson Services Inc. (“HDSI”) to settle debt owing for services by HDSI. HDSI agrees to forgive debt in the net amount owing at that time of $3,086,089, if Quartz Mountain makes a cash payment of $180,207 and issues 1,800,000 shares (pre-forward split basis of 600,000 shares) valued at $126,000 to HDSI. The TSX Venture Exchange approved the transaction with HDSI.

The cash payment of $180,207 was paid during the year ended July 31, 2018 and the shares were issued to HDSI during the year ended July 31, 2020, completing the settlement and resulting in a gain on settlement of debt of $2,779,882 during the fiscal year ended July 31, 2020.

1.2.2

PROPERTIES

Angel's Camp Property

The Company retained a 1% net smelter return royalty (the “Royalty”) payable to the Company on any production from the Angel's Camp property located in Lake County, Oregon. On February 1, 2021, the Company entered into an agreement for the sale of 100% of the Royalty on the Angel’s Camp Property, for US$150,000 to an arms-length purchaser. This transaction was closed on February 4, 2021.

4

QUARTZ MOUNTAIN RESOURCES LTD.<br><br><br>MANAGEMENT’S DISCUSSION AND ANALYSIS<br><br><br>FOR THREE MONTHS ENDED OCTOBER 31, 2021

British Columbia Property

Maestro (formerly Lone Pine) Property

On June 8, 2021, the Company entered into a mineral claims purchase agreement to purchase nine mineral claims located near Houston, British Columbia for $105,000 in cash and 1,000,000 shares in the capital of the Company.

The claims are subject to a 2.5% NSR which can be bought-down to 1% for $1.5 million. There are no required work commitments for these claims as this transaction is not an option on the mineral claims.

Jake Property

On November 5, 2021, the Company entered into a mineral claims purchase agreement with United Mineral Services Ltd. to acquire 100% interest in the Jake mineral property consisted of four staked claims (the “Jake Property”) and an option to purchase 100% of five adjacent claims owned by an arm’s length third party. The Jake Property is located approximately 162 km north of Smithers, British Columbia. The Jake Property acquisition is subject to TSX Venture Exchange approval

The total cash consideration the Company required to pay the vendor is $200,000 and to be paid out according to the following schedule: $50,000 immediately on the date of receipt of TSX Venture Exchange conditional approval of this transaction (“TSX-V Approval Date); $50,000 on or before the date that is six months after the TSX-V Approval Date; $50,000 on or before the date that is twelve months after the TSX-V Approval Date and $50,000 on or before the date that is eighteen months after the TSX-V Approval Date.

Other property

On November 2, 2021 the Company entered into a binding Agreement with Torr Resources Corp. whereby Torr is purchasing historical project data from the Company for $150,000. The transaction is closed on December 15, 2021.

1.2.3

Financing

On October 18, 2021, the Company issued 1,909,092 flow-through common shares on the exercise of the warrants at an exercise price of $0.05 for gross proceeds of $95,455.

On December 13, 2021, the Company issued 7,000,000 flow-through common shares on the exercise of the warrants at an exercise price of $0.05 for gross proceeds of $350,000.

1.3

SELECTED ANNUAL INFORMATION

Not applicable.

5

QUARTZ MOUNTAIN RESOURCES LTD.<br><br><br>MANAGEMENT’S DISCUSSION AND ANALYSIS<br><br><br>FOR THREE MONTHS ENDED OCTOBER 31, 2021

1.4

SUMMARY OF QUARTERLY RESULTS

These amounts are expressed in thousands of Canadian Dollars, except per share amounts. Minor differences are due to rounding.

Fiscal<br>Quarter Ended
Oct-31<br>2020 Jul-31<br>2021 Apr-30<br>2021 Jan-31<br>2021 Oct-31<br>2020 Jul-31<br>2020 Apr-30<br>2020 Jan-31<br>2020
Income (loss) for<br>the period $(139) $(122) $143 $(43) $(95) $(75) $(66) $2,713
Basic earnings<br>(loss) per common share $(0.00) $(0.00) $0.01 $(0.00) $(0.00) $(0.00) $(0.00) $0.23
Diluted earnings<br>(loss) per common share $(0.00) $(0.00) $0.00 $(0.00) $(0.00) $(0.00) $(0.00) $0.23

1.5

RESULTS OF OPERATIONS AND FINANCIAL CONDITION

1.5.1

(Loss) for the period ended October 31, 2021 (“2022 Q1”) vs. 2020 (“2021 Q1”)

The increase in loss during 2022 Q1 was mainly due to the increase in exploration and evaluation expenditures incurred in the current period (2022 Q1 - $97,648) versus $56,292 in 2021 Q1. The increase is attributed to the exploration works on the Maestro Property acquired in May 2021.

During 2022 Q1, administrative expenses decreased from $39,695 in 2021 Q1 to $37,925 in 2022 Q1. The decrease was due to the management’s continuous effort in streamlining of office overhead expenses including the reduction in insurance premium in 2022 Q1 versus 2021 Q1. A breakdown of general and administrative expenses incurred during the period ended October 31, 2021 and 2020, is provided in the financial statements for the period ended October 31, 2021.

1.6

LIQUIDITY

Historically, the Company's primary source of funding has been the issuance of equity securities for cash through private placements to sophisticated investors and institutions. The Company is assessing mineral properties with a goal to acquire and explore mineral property interests. The Company's continuing operations entirely depends upon the ability of the Company to obtain the necessary financing to complete any exploration and development of its projects, the existence of economically recoverable mineral reserves at its projects, the ability of the Company to obtain the necessary permits to explore or mine, the future profitable production of any mine and the proceeds from the disposition of its mineral property interests.

At October 31, 2021, the Company had an accumulated deficit of $27,867,595 and has a\ working capital of $74,472.

The Company believes that its liquid assets at October 31, 2021, are sufficient to meet its known obligations. The Company is actively managing its cash reserves, and curtailing activities as necessary in order to ensure its ability to meet payments as they come due.

Additional debt or equity financing will be required to fund exploration or development programs. However, there can be no assurance that the Company will continue to obtain additional financial resources or that it will be able to achieve positive cash flows.

6

QUARTZ MOUNTAIN RESOURCES LTD.<br><br><br>MANAGEMENT’S DISCUSSION AND ANALYSIS<br><br><br>FOR THREE MONTHS ENDED OCTOBER 31, 2021

Financial market conditions for junior exploration companies have resulted in very depressed equity prices. A further and continued deterioration in market conditions will increase the cost of obtaining capital and significantly limit the availability of funds to the Company in the future. Accordingly, management is actively monitoring the effects of the current economic and financing conditions on the Company’s business and reviewing discretionary spending, capital projects and operating expenditures, and implementing cash and cash management strategies.

The Company does not have any material capital lease obligations, purchase obligations or any

other long‐term obligations.

1.7

CAPITAL RESOURCES

The Company had no material commitments for capital expenditures as at October 31, 2021.

The Company has no lines of credit or other sources of financing which have been arranged but are as of yet unused.

At October 31, 2021, there were no externally imposed capital requirements to which the Company is subject and with which the Company has not complied.

1.8

OFF-BALANCE SHEET ARRANGEMENTS

None.

1.9 TRANSACTIONS WITH RELATED PARTIES Key Management Personnel

The required disclosure for the remuneration of the Company’s key management personnel is provided in note 7(a) of the accompanying unaudited condensed interim consolidated financial statements for the period ended October 31, 2021 and 2020. These are also available at www.sedar.com.

Hunter Dickinson Inc.

Hunter Dickinson Inc. (“HDI”) and its wholly‐owned subsidiary Hunter Dickinson Services Inc. (“HDSI”) are private companies established by a group of mining professionals. HDSI provides services under contracts for a number of mineral exploration and development companies, and also to companies that are outside of the mining and mineral development space. The Company acquires services from a number of related and arms‐length contractors, and it is at the Company’s discretion that HDSI provides certain contract services.

The Company’s Chief Executive Officer, President, Chairman, and Corporate Secretary are employees of HDSI and work for the Company under an employee secondment arrangement between the Company and HDSI.

Pursuant to an agreement dated June 1, 2008, HDSI provides certain cost effective technical, geological, corporate communications, regulatory compliance, and administrative and management services to the Company, on a non‐exclusive basis as needed and as requested by the Company. As a result of this relationship, the Company has ready access to a range of diverse and specialized expertise on a regular basis, without having to engage or hire full‐time employees or experts. The Company benefits from the economies of scale created by HDSI which itself serves several clients both mining and non-mining clients.

7

QUARTZ MOUNTAIN RESOURCES LTD.<br><br><br>MANAGEMENT’S DISCUSSION AND ANALYSIS<br><br><br>FOR THREE MONTHS ENDED OCTOBER 31, 2021

The Company is not obligated to acquire any minimum amount of services from HDSI. The monetary amount of the services received from HDSI in a given period of time is a function of annually set and agreed charge‐out rates for and the time spent by each HDSI employee engaged by the Company.

HDSI also incurs third‐party costs on behalf of the Company. Third party costs are billed at cost, without markup.

There are no ongoing contractual or other commitments resulting from the Company's transactions with HDSI, other than the payment for services already rendered and billed. The agreement may be terminated upon 60 days' notice by either the Company or HDSI.

The details of transactions with HDSI and the balance due to HDSI as a result of such transactions are provided in the Financial Statements.

1.10

FOURTH QUARTER

Not applicable.

1.11

PROPOSED TRANSACTIONS

There are no proposed material assets or business acquisitions or dispositions before the Board of Directors for consideration.

1.12

CRITICAL ACCOUNTING ESTIMATES

Not required. The Company is a Venture Issuer.

1.13

CHANGES IN ACCOUNTING POLICIES INCLUDING INITIAL ADOPTION

The required disclosure is provided in note 2 of the accompanying unaudited condensed interim consolidated financial statements as at and for the period ended October 31, 2021, which is publicly available on SEDAR at www.sedar.com.

1.14

FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

The carrying amounts of cash, amounts receivable, accounts payable and accrued liabilities, and balances due to related parties, approximate their fair values due to their short-term nature.

8

QUARTZ MOUNTAIN RESOURCES LTD.<br><br><br>MANAGEMENT’S DISCUSSION AND ANALYSIS<br><br><br>FOR THREE MONTHS ENDED OCTOBER 31, 2021

1.15

OTHER MD&A REQUIREMENTS

1.15.1

ADDITIONAL DISCLOSURE FOR VENTURE ISSUERS WITHOUT SIGNIFICANT REVENUE

(a) exploration and<br>evaluation assets or expenditures The<br>required disclosure is presented in Section 1.5 of this<br>MD&A.
(b) expensed research<br>and development costs Not<br>applicable
(c) intangible assets<br>arising from development Not<br>applicable
(d) general<br>and administration expenses The<br>required disclosure is presented in Section 1.5 of this<br>MD&A.
(e) any<br>material costs, whether expensed or recognized as assets, not<br>referred to in<br><br><br>paragraphs (a)<br>through (d) None

1.15.2

DISCLOSURE OF OUTSTANDING SHARE DATA

The following details the share capital structure as at the date of this MD&A:

Common<br>shares Number<br><br><br>40,114,141

See 1.2 Overview for an agreement between the Company and HDSI for issuance of common shares as a debt settlement arrangement.

1.15.3

INTERNAL CONTROLS OVER FINANCIAL REPORTING PROCEDURES

The Company's management, including the Chief Executive Officer and the Chief Financial Officer, is responsible for establishing and maintaining adequate internal control over financial reporting. Under the supervision of the Chief Executive Officer and Chief Financial Officer, the Company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. The Company's internal control over financial reporting includes those policies and procedures that:

pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;

provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with IFRS, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the company; and

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company's assets that could have a material effect on the financial statements.

9

QUARTZ MOUNTAIN RESOURCES LTD.<br><br><br>MANAGEMENT’S DISCUSSION AND ANALYSIS<br><br><br>FOR THREE MONTHS ENDED OCTOBER 31, 2021

There has been no change in the design of the Company's internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting as of October 31, 2021.

1.15.4

DISCLOSURE CONTROLS AND PROCEDURES

The Company has disclosure controls and procedures in place to provide reasonable assurance that any information required to be disclosed by the Company under securities legislation is recorded, processed, summarized and reported within the appropriate time periods; and required information is accumulated and communicated to the Company's management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, so that decisions can be made about the timely disclosure of that information.

1.15.5

LIMITATIONS OF CONTROLS AND PROCEDURES

The Company's management, including its Chief Executive Officer and Chief Financial Officer, believe that any system of disclosure controls and procedures or internal control over financial reporting, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Furthermore, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, they cannot provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been prevented or detected. These inherent limitations include the realities that judgments in decision- making can be faulty and breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by unauthorized override of controls. The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Accordingly, because of the inherent limitations in a cost effective control system, misstatements due to error or fraud may occur and not be detected.

1.16

RISK FACTORS

Please refer to "Risk Factors" discussed in the Company’s MD&A for the year ended July 31, 2021 filed under the Company’s profile on SEDAR at www.sedar.com.

10

qzm_ex992

Exhibit 99.2

QUARTZ MOUNTAIN RESOURCES LTD.

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED OCTOBER 31, 2021 AND 2020

(Unaudited - Expressed in Canadian Dollars)

1

NOTICE TO READERS

In accordance with subsection 4.3(3) of National Instrument 51-102, management of the Company advises that the Company's auditors have not performed a review of these condensed consolidated interim financial statements.

2

QUARTZ MOUNTAIN RESOURCES LTD.<br><br><br>CONSOLIDATED STATEMENTS OF FINANCIAL POSITION<br><br><br>(Unaudited -<br>Expressed in Canadian Dollars)
October<br>31, (Audited)<br><br><br>July<br>31,
Note 2021 2021
Assets
Current assets<br>Cash $176,848 $206,443
Amounts receivable<br>and other assets 3 6,981 5,112
183,829 211,555
Non-current<br>assets<br><br><br>Mineral property<br>interests 4 340,000 340,000
Right-of-use<br>asset 12 44,528 47,001
Total<br>assets $568,357 $598,556
Liabilities<br>and Shareholders' Equity
Current<br>liabilities<br><br><br>Amounts payable and<br>other liabilities 6 $44,261 $24,423
Income taxes<br>payable 36,452 36,452
Due to related<br>parties 7(a) & (b) 20,952 25,367
Lease<br>liability 11 7,692 7,466
109,357 93,708
Non-current<br>liabilities Lease liability 11 39,323 41,333
Total<br>liabilities 148,680 135,041
Shareholders'<br>equity Share capital 5(a) 27,695,261 27,599,806
Reserves 592,011 592,011
Accumulated<br>deficit (27,867,595) (27,728,302)
Total shareholders'<br>equity 419,677 463,515
Total liabilities<br>and shareholders' equity $568,357 $598,556
Nature and<br>continuance of operations (note 1) Events after the reporting<br>period (note 12)<br><br><br><br><br><br>The<br>accompanying notes are an integral part of these condensed<br>consolidated interim financial statements.
/s/ Trevor<br>Thomas /s/ Leonie<br>Tomlinson
--- ---
Trevor<br>Thomas Leonie<br>Tomlinson
Director Director

3

QUARTZ MOUNTAIN RESOURCES LTD.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF LOSS AND COMPREHENSIVE LOSS

(Expressed in Canadian Dollars, except for weighted average number of common shares)

Three<br>months ended October 31
Note 2021 2020
Expenses<br><br><br>Exploration and<br>evaluation $97,648 $56,292
Assays and<br>analysis 5,900 1,990
Geological 34,868 11,200
Helicopter and<br>fuel 29,520
Property costs and<br>assessments 584
Site<br>activities 48,500 12,403
Travel and<br>accommodation 7,796 1,179
37,925 39,695
Administrative<br>fees 7(a) 9,093 9,605
--- --- --- ---
Insurance 5,192 7,995
IT<br>Services 3,000 3,000
Legal, accounting<br>and audit 1,455 9,312
Office and<br>miscellaneous 5,768 322
Regulatory, trust<br>and filing 13,417 9,461
Operating<br>expenses (135,573) (95,987)
--- --- ---
Other<br>items<br><br><br>Accretion expense -<br>office lease (1,414)
Amortization of<br>Right-of-use asset (2,474)
Interest<br>income 326 470
Foreign exchange<br>gain (loss) (158) 357
(Loss)<br>and comprehensive (loss) for the period $(139,293) $(95,160)
Basic<br>earning (loss) per common share $ <br>(0.00) $(0.00)
Diluted<br>earning (loss) per common share $(0.00) $(0.00)
Weighted<br>average number of common shares outstanding (note<br>5(c))
--- --- ---
Basic 31,474,812 26,351,690
Diluted 40,114,141 39,114,141

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

4

QUARTZ MOUNTAIN RESOURCES LTD.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS

(Unaudited - Expressed in Canadian Dollars)

Note Three months ended<br>October 31
2021 2020
Operating<br>activities
Income (loss) for<br>the period $(139,293) $(95,160)
Adjusted<br>for:
Accretion expense -<br>office lease 11 1,414
Amortization of<br>Right-of-use asset 11 2,474
Interest<br>income (326) (470)
Changes in working<br>capital items: Amounts receivable and other assets (1,869) (13,154)
Amounts payable and<br>other liabilities 19,837 17,460
Due to related<br>parties 7(a) & 7(b) (4,415) (66,930)
Net cash used in<br>operating activities (122,178) (158,254)
Investing<br>activities
Interest<br>received 326 470
Net cash provided<br>by investing activities 326 470
Financing<br>activities
Office lease<br>payment (base rent portion capitalized under IFRS<br>16) (3,198) -
Proceeds from<br>exercise of warrants 5(a) 95,455 60,000
Share issuance<br>costs (4,881)
Net cash provided<br>by financing activities 92,257 55,119
Increase<br>(decrease) in cash (29,595) (102,665)
Cash, beginning of<br>the year 206,443 206,529
Cash,<br>end of the period $176,848 $103,864

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

5

QUARTZ MOUNTAIN RESOURCES LTD.

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREOLDERS' EQUITY (DEFICIENCY)

(Expressed in Canadian Dollars, except for share information)

Share Capital Reserves
Note Number of Shares Amount Equity-settled<br>share-based payments Accumulated<br>deficit Total shareholders'<br>equity (deficiency)
Balance at July 31,<br>2020 25,477,776 $27,158,423 $592,011 $(27,611,883) $138,551
Flow-through shares<br>issued through exercise of warrants 7(b) 1,200,000 60,000 60,000
Shares issuance<br>costs (4,881) (4,881)
Loss for the<br>period (95,160) (95,160)
Balance at October<br>31, 2020 26,677,776 $27,213,542 $592,011 $(27,707,043) $98,510
Balance at July 31,<br>2021 31,205,049 $27,599,806 $592,011 $(27,728,302) $463,515
Flow-through shares<br>issued through exercise of warrants 5(a) 1,909,092 95,455 95,455
Loss for the<br>period (139,293) (139,293)
Balance at October<br>31, 2021 33,114,141 $27,695,261 $592,011 $(27,867,595) $419,677

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

6

QUARTZ MOUNTAIN RESOURCES LTD.<br><br><br>NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL<br>STATEMENTS<br><br><br>FOR<br>THE THREE MONTHS ENDED OCTOBER 31, 2021 AND 2020<br><br><br>(Unaudited –<br>Expressed in Canadian Dollars, unless otherwise<br>stated)

1.

NATURE AND CONTINUANCE OF OPERATIONS

Quartz Mountain Resources Ltd. is a Canadian public company incorporated in British Columbia on August 3, 1982. The Company's corporate office is located at 1040 West Georgia Street, 15th Floor, Vancouver, British Columbia, Canada. The Company most recently focused on evaluating mineral prospects for potential acquisition and exploration in British Columbia. The Company continues to investigate potential opportunities.

These condensed consolidated interim financial statements (the "Financial Statements") of the Company as at and for the three months ended October 31, 2020, include Quartz Mountain Resources Ltd. and its subsidiaries (together referred to as the "Company"). Quartz Mountain Resources Ltd. is the ultimate parent entity of the group.

These Financial Statements have been prepared on a going concern basis, which contemplates the realization of assets and discharge of liabilities in the normal course of business for the foreseeable future. As at October 31, 2021, the Company had an accumulated deficit of $27,707,043, and has a working capital of $98,509. The Company's continuing operations are dependent upon new projects, the ability of the Company to obtain the necessary financing to complete exploration of any new projects, the ability to obtain the necessary permits to explore, develop, and mine new projects, and the future profitable production of any mine. These material uncertainties raise substantial doubt on the ability of the Company to continue as a going concern.

Additional debt or equity financing will be required to fund acquisition of mineral property interests. There can be no assurance that the Company will be able to obtain additional financial resources or achieve positive cash flows. If the Company is unable to obtain adequate additional financing, it will need to curtail its expenditures further, until additional funds can be raised through financing activities.

These Financial Statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that may be necessary should the Company be unable to continue as a going concern.

Effective May 27, 2020, the Company completed a forward share split (the “Share Split”) on the basis of two additional common shares for every common share outstanding prior to the Share Split. Outstanding warrants were adjusted by the same share split ratio. All references to shares and per share amounts have been retroactively restated to give effect to the Share Split.

COVID-19

Given the ongoing and dynamic nature of the circumstances surrounding the COVID-19 pandemic, it is difficult to predict how significant the impact of COVID-19, including any responses to it, will be on the global economy and the business of the Company or for how long any disruptions are likely to continue. The extent of such impact will depend on future developments, which are highly uncertain, rapidly evolving and difficult to predict, including new information which may emerge about COVID- 19 and additional actions which may be taken to contain it.

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QUARTZ MOUNTAIN RESOURCES LTD.<br><br><br>NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL<br>STATEMENTS<br><br><br>FOR<br>THE THREE MONTHS ENDED OCTOBER 31, 2021 AND 2020<br><br><br>(Unaudited –<br>Expressed in Canadian Dollars, unless otherwise<br>stated)

Such developments could have a material adverse effect on the Company’s business, financial condition, results of operations and cash flow, and exposure to credit risk.

The Company is constantly evaluating the situation and monitoring any impacts or potential impacts to its business.

2.

SIGNIFICANT ACCOUNTING POLICIES

The principal accounting policies applied in the preparation of these Financial Statements are described below. These policies have been consistently applied for all years presented, unless otherwise stated.

(a)

Statement of compliance

These Financial Statements have been prepared in accordance with International Accounting Standards 34, Interim Financial Reporting ("IAS 34"), as issued by the International Accounting Standards Board ("IASB") and its interpretations. Accordingly, they do not include all of the information and note disclosures as required by International Financial Reporting Standards ("IFRS") for annual financial statements.

The accounting policies and methods of computation applied by the Company in these Financial Statements are the same as those applied by the Company in its most recent annual consolidated financial statements filed on the Company's profile on SEDAR at www.sedar.com. These Financial Statements should be read in conjunction with the Company’s financial statements as at and for the year ended July 31, 2021. Results for the period ended October 31, 2021, are not necessarily indicative of future results.

The Company’s Board of Directors authorized issuance of these Financial Statements on December 17, 2021.

(b)

Basis of presentation and consolidation

These Financial Statements have been prepared on a historical cost basis, except for financial instruments measured at fair value. In addition, these Financial Statements have been prepared using the accrual basis of accounting, except for cash flow information.

These Financial Statements include the accounts of the Company and the subsidiaries that it controls. Control is achieved when the Company is exposed to, or has rights to, variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Intercompany balances and transactions including any unrealized income and expenses arising from intercompany transactions are eliminated upon consolidation.

At October 31, 2021 and July 31, 2021, the Company held a 100% interest in QZMG Resources Ltd., a company that holds a 100% interest in Wavecrest Resources Inc.

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QUARTZ MOUNTAIN RESOURCES LTD.<br><br><br>NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL<br>STATEMENTS<br><br><br>FOR<br>THE THREE MONTHS ENDED OCTOBER 31, 2021 AND 2020<br><br><br>(Unaudited –<br>Expressed in Canadian Dollars, unless otherwise<br>stated)

(c)

Significant accounting estimates and judgments

The preparation of these Financial Statements in conformity with IAS 34 involved use of judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expenses. Actual results may differ from such estimates.

In preparing these Financial Statements, significant judgements made by management in applying the Company's accounting policies and the key sources of estimation uncertainty were the same as those applied to the consolidated financial statements as at and for the year ended July 31, 2020.

3.

AMOUNTS RECEIVABLE AND OTHER ASSETS

October 31,<br>2021 July<br>31, 2021
Sales tax<br>receivable $6,981 $3,347
Prepaid<br>insurance - 1,765
Total $6,981 $5,112

4.

MINERAL PROPERTY INTERESTS

Maestro (formerly<br>Lone Pine) Property Angel's Camp<br>Royalty
Balance, July 31,<br>2020 $– $1
Balance, October<br>31, 2020 $– $1
Balance, July 31,<br>2021 $340,000 $–
Balance, October<br>31, 2021 $340,000 $–

(a)

Maestro (formerly Lone Pine) Property, British Columbia

Under a mineral claims purchase agreement (the “Agreement”) dated June 8, 2021 between the Company and Impala Capital Corp. (the “Vendor”), the Company acquired a 100% interest in nine mineral claims located near Houston, British Columbia (the “Property”). Under the terms of the Agreement, the Company made $105,000 in cash payments and issued 1,000,000 shares to the Vendor, having a fair value of $210,000, which are subject to a 4 month resale restricted period.

The Property is subject to a pre-existing 2.5% net smelter returns (NSR) held by an unrelated arm’s length third party, of which 1.5% can be purchased for $1.5 million. This NSR is subject to an annual advance payment of $25,000 (paid).

5.

CAPITAL AND RESERVES

(a)

Authorized share capital

At October 31, 2021 and October 31, 2020, the authorized share capital of the Company comprised

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QUARTZ MOUNTAIN RESOURCES LTD.<br><br><br>NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL<br>STATEMENTS<br><br><br>FOR<br>THE THREE MONTHS ENDED OCTOBER 31, 2021 AND 2020<br><br><br>(Unaudited –<br>Expressed in Canadian Dollars, unless otherwise<br>stated)

an unlimited number of common shares without par value and an unlimited number of preferred shares without par value.

No preferred shares have been issued to date. All issued common shares are fully paid. Shares issued during the period ended October 31, 2020

On August 25, 2020, the Company issued 1,200,000 flow-through common shares on the exercise of the warrants at a price of $0.05 for gross proceeds of $60,000.

Shares issued during the period ended October 31, 2021

On October 18, 2021, the Company issued 1,909,092 flow-through common shares on the exercise of the warrants at an exercise price of $0.05 for gross proceeds of $95,455.

Flow-through shares commitment

As at October 31, 2021, the amount of flow-through proceeds remaining to be expended is approximately $38,700, which must be incurred on or before December 31, 2022.

(b)

Warrants

The continuity of the warrants during the period ended October 31, 2021 is as follows:

Number<br>of warrants Weighted<br>average exercise price ($)
Balance<br>July 31, 2020 13,636,365 $0.05
Granted (1,200,000) 0.05
Balance<br>October 31, 2020 12,436,365 $0.05
Balance<br>July 31, 2021 8,909,092 $0.05
Exercised (1,909,092) 0.05
Balance<br>October 31, 2021 7,000,000 $0.05
The<br>outstanding warrants at October 31, 2021 are as<br>follows:
--- --- ---
Expiry<br>Date Price<br>per share Warrants<br><br><br>Outstanding
March 26,<br>2025$ 0.05 7,000,000
(c)            Basic<br>and Diluted Earnings (Loss)
October<br>31, 2021 October<br>31, 2020
--- --- ---
Weighted average<br>common shares outstanding<br><br><br>Plus net<br>incremental shares from assumed conversions: Warrants 31,474,812 <br>8,639,329 26,351,68912,762,452
Diluted weighted<br>average common shares outstanding 40,114,141 39,114,141

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QUARTZ MOUNTAIN RESOURCES LTD.<br><br><br>NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL<br>STATEMENTS<br><br><br>FOR<br>THE THREE MONTHS ENDED OCTOBER 31, 2021 AND 2020<br><br><br>(Unaudited –<br>Expressed in Canadian Dollars, unless otherwise<br>stated)

For the periods where the Company records earnings, the Company calculates diluted earnings per share using the basic weighted average number of shares. If the diluted weighted average number of shares was used, the result would be a reduction in the earnings, which would be anti-dilutive.

6.

AMOUNTS PAYABLE AND OTHER LIABILITIES

October 31, 2021 July 31, 2021
Amounts<br>payable $33,834 $24,423
Amounts<br>payable $10,427 $-
Total $44,261 $24,423

7.

RELATED PARTY BALANCES AND TRANSACTIONS

(a)

Transactions with Key Management Personnel

Key management personnel are those persons that have the authority and responsibility for planning, directing and controlling the activities of the Company, directly and indirectly, and by definition include the directors of the Company.

The Company compensated key management personnel as follows:

Three months ended<br>October 31,
2021 2020
Short-term employee<br>benefits, including salaries $5,500 $3,025

Short-term employee benefits include salaries, director’s fees, and amounts paid to Hunter Dickinson Services Inc. (“HDSI”) (note 7(b)) for services provided to the Company by certain HDSI personnel who serve as directors or officers of the Company and the fees paid to the Chief Financial Officer who is independent of HDSI appointed on August 15, 2020.

During the three months ended October 31, 2021, the Company incurred $3,000 for the fees to an entity controlled by the new Chief Financial Officer (October 31, 2020 - $2,500).

As at October 31, 2021, the balance payable to the Chief Financial Officer was $1,050 (July 31, 2021

- $NIL). The balance was settled in November 2020.

(b)

Entities with Significant Influence over the Company

Hunter Dickinson Inc. (“HDI”) and its wholly-owned subsidiary HDSI are private companies established by a group of mining professionals. HDSI provides services under contracts for a number of mineral exploration and development companies, and also to companies that are outside of the mining and mineral development space. The Company acquires services from a number of related and arms-length contractors, and it is at the Company’s discretion that HDSI provides certain contract services.

The Company’s Chief Executive Officer, President, Chairman, and Corporate Secretary are employees of HDSI and work for the Company under an employee secondment arrangement between the Company and HDSI.

Pursuant to an agreement dated June 1, 2008, HDSI provides certain technical, geological, corporate

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QUARTZ MOUNTAIN RESOURCES LTD.<br><br><br>NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL<br>STATEMENTS<br><br><br>FOR<br>THE THREE MONTHS ENDED OCTOBER 31, 2021 AND 2020<br><br><br>(Unaudited –<br>Expressed in Canadian Dollars, unless otherwise<br>stated)

communications, regulatory compliance, and administrative and management services to the Company, on a non-exclusive basis as needed and as requested by the Company. As a result of this relationship, the Company has ready access to a range of diverse and specialized expertise on a regular basis, without having to engage or hire full-time employees or experts.

The Company is not obligated to acquire any minimum amount of services from HDSI. The monetary amount of the services received from HDSI in a given period of time is a function of annually set and agreed charge-out rates for and the time spent by each HDSI employee engaged by the Company.

HDSI also incurs third-party costs on behalf of the Company. Third- party costs are billed at cost, without markup.

There are no ongoing contractual or other commitments resulting from the Company's transactions with HDSI, other than the payment for services already rendered and billed. The agreement may be terminated upon 60 days' notice by either the Company or HDSI.

The following is a summary of transactions with HDSI that occurred during the reporting period:

Three months ended<br>October 31,
2021 2020
HDSI: Services<br>received through management services agreement $10,993 $10,300
HDSI: Office lease<br>related expenses (accretion expenses, amortization of right-of-use<br>assets under IFRS 16 and operating costs not capitalized as<br>right-of-use assets under IFRS 16) 5,285
HDSI: Reimbursement<br>of third party expenses paid 2,824 1,640
Total $19,102 $11,940

United Mineral Services

United Mineral Services Ltd. (“UMS”) is a private company wholly-owned by a key shareholder of the Company. UMS is engaged in the acquisition and exploration of mineral property interests.

October 31,<br>2021 July<br>31, 2021
Balance payable to<br>HDSI $7,305 $9,024
Balance payable to<br>United Mineral Services 12,597 15,786
Balance payable to<br>an officer 1,050
Balance payable to<br>a shareholder 557
Due to related<br>parties $20,952 $25,367

8.

OPERATING SEGMENTS

The Company operates in a single reportable operating segment – the acquisition, exploration, and evaluation of mineral property interests. The Company is currently focused on the acquisition and exploration of mineral property interests in Canada. The Company’s only long-term asset is located in the USA.

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QUARTZ MOUNTAIN RESOURCES LTD.<br><br><br>NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL<br>STATEMENTS<br><br><br>FOR<br>THE THREE MONTHS ENDED OCTOBER 31, 2021 AND 2020<br><br><br>(Unaudited –<br>Expressed in Canadian Dollars, unless otherwise<br>stated)

9.

FINANCIAL INSTRUMENTS

Financial assets and liabilities are classified in the fair value hierarchy according to the lowest level of input that is significant to the fair value measurement. Assessment of the significance of a particular input to the fair value measurement requires judgement and may affect placement within the fair value hierarchy levels. The hierarchy is as follows:

Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices).

Level 3: inputs for the asset or liability that are not based on observable marketdata (unobservable inputs).

The carrying value of cash, amounts receivable, amounts payable and other liabilities, due to a related party, and loan payable approximates fair value due to the short-term nature of the financial instruments. Cash is classified as fair value through profit or loss and measured at fair value using level 1 inputs.

10.

FINANCIAL RISK MANAGEMENT

The Company is exposed in varying degrees to a variety of financial instrument related risks. The Board approves and monitors the risk management processes, inclusive of documented investment policies, counterparty limits, and controlling and reporting structures. The type of risk exposure and the way in which such exposure is managed is provided as follows:

(a)

Credit risk

Credit risk is the risk of potential loss to the Company if the counterparty to a financial instrument fails to meet its contractual obligations. The Company's credit risk is primarily attributable to its liquid financial assets including cash and amounts receivable. The Company limits its exposure to credit risk on liquid financial assets by only investing its cash with high- credit quality financial institutions in business and savings accounts. Receivables are due primarily from a government agency.

The carrying value of the Company's cash and amounts receivable represent the maximum exposure to credit risk.

(b)

Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations when they become due. The Company does not have sufficient capital in order to meet short-term business requirements, and accordingly is exposed to liquidity risk.

The following obligations existed at October 31, 2021:

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QUARTZ MOUNTAIN RESOURCES LTD.<br><br><br>NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL<br>STATEMENTS<br><br><br>FOR<br>THE THREE MONTHS ENDED OCTOBER 31, 2021 AND 2020<br><br><br>(Unaudited –<br>Expressed in Canadian Dollars, unless otherwise<br>stated)
Total Less than 1<br>year 1-5<br>years
--- --- --- ---
Amounts payable and<br>other liabilities $44,261 $44,261 -
Due to a related<br>party 20,952 20,952 -
Lease<br>liability 47,015 7,692 39,323
Total $112,228 $72,905 39,323

The following obligations existed at October 31, 2020:

Total Less than 1<br>year 1-5<br>years
Amounts payable and<br>other liabilities $21,636 $21,636 -
Due to a related<br>party 8,902 8,902 -
Total $30,538 $30,538 -

(c)

Interest rate risk

The Company’s exposure to interest rate risk arises from the interest rate impact on cash. The Company’s practice has been to invest cash at floating rates of interest, in order to maintain liquidity, while achieving a satisfactory return for shareholders. There is minimal risk that the Company would recognize any loss because of a decrease in the fair value of any demand bank investment certificates included in cash as they are generally held with large financial institutions. The Company from time to time has debt instruments and is exposed to risk in the event of interest rate fluctuations. The Company has not entered into any interest rate swaps or other financial arrangements that mitigate the exposure to interest rate fluctuations.

(d)

Market risk

Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices will affect the Company's income or the value of its holdings of financial instruments. The Company is not subject to significant market risk.

(e)

Capital management objectives

The Company's primary objectives when managing capital are to safeguard the Company's ability to continue as a going concern, so that it can continue to potentially provide returns for shareholders, and to have sufficient liquidity available to fund ongoing expenditures and suitable business opportunities as they arise.

The Company considers the components of shareholders' equity (deficiency) as capital. The Company manages its capital structure and adjusts it in light of changes in economic conditions and the risk characteristics of the underlying assets. In order to maintain or adjust the capital structure, the Company may issue equity, sell assets, or return capital to shareholders as well as issue or repay debt.

The Company's investment policy is to invest its cash in highly liquid short–term interest–bearing investments having maturity dates of three months or less from the date of acquisition and that are readily convertible to known amounts of cash.

There were no changes to the Company's approach to capital management during the period

15

QUARTZ MOUNTAIN RESOURCES LTD.<br><br><br>NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL<br>STATEMENTS<br><br><br>FOR<br>THE THREE MONTHS ENDED OCTOBER 31, 2021 AND 2020<br><br><br>(Unaudited –<br>Expressed in Canadian Dollars, unless otherwise<br>stated)

ended October 31, 2021.

The Company is not subject to any externally imposed equity requirements.

11.

OFFICE LEASE – RIGHT OF USE ASSET AND LEASE LIABILITY

The Company subleases corporate offices in Vancouver, BC from HDSI under a lease agreement dated May 1,2021 and the lease expires on April 29, 2026. Refer to Note 2 (c)for details regarding the 2019 adoption of IFRS 16. Right-of-use asset A summary of the changes in the right-of-use asset for the period ended October 31 and July 31, 2021 is as follows:

Right-of-use-asset

Balance at July 31,<br>2021 $47,001
Amortization (2,473)
Balance at October<br>31, 2021 $44,528

Lease liability: On May 1, 2021, the Company entered into lease agreement which resulted in the lease liability of $49,475 (undiscounted value of $67,486, discount rate used is 12.00%). This liability represents the monthly lease payment from May 1, 2021 to April 29, 2026, the end of the lease term less abatement granted by HDSI. A summary of changes in the lease liability during the period ended October 31 and July 31, 2021 are as follows:

Lease<br>liability
Balance at July 31,<br>2021 $48,799
Lease payment -<br>base rent portion (3,198)
Lease liability -<br>accretion expense 1,414
Balance at October<br>31, 2021 47,015
Current<br>portion 7,692
Long-term<br>portion $39,323

The following is a schedule of the Company’s future lease payments (base rent portion) under lease obligations:

Future<br>lease payments (base rent portion only)
Fiscal 2022<br>(November 1, 2021 to July 31, 2022) $9,594
Fiscal 2023 (August<br>1, 2022 to July 31, 2023) 12,956
Fiscal 2024 (August<br>1, 2023 to July 31, 2024) 13,612
Fiscal 2025 (August<br>1, 2024 to July 31, 2025) 14,104
Fiscal 2026 (August<br>1, 2025 to April 29, 2026) 10,578
Total undiscounted<br>lease payments $60,844
Less: imputed<br>interest (13,829)
Lease liability as<br>at October 31, 2021 $47,015

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QUARTZ MOUNTAIN RESOURCES LTD.<br><br><br>NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL<br>STATEMENTS<br><br><br>FOR<br>THE THREE MONTHS ENDED OCTOBER 31, 2021 AND 2020<br><br><br>(Unaudited –<br>Expressed in Canadian Dollars, unless otherwise<br>stated)

12.

EVENTS AFTER THE REPORTING PERIOD

a)

On November 5, 2021, the Company entered into a mineral claims purchase agreement with United Mineral Services Ltd. to acquire 100% interest in the Jake mineral property consisting of four staked claims (the “Jake Property”) and obtained an additional option to purchase 100% of five adjacent claims owned by an arm’s length third party. The Jake Property is located approximately 162 km north of Smithers, British Columbia. The Jake Property acquisition is subject to TSX Venture Exchange approval.

b)

On December 13, 2021, the Company issued 7,000,000 flow-through common shares on the exercise of the warrants at an exercise price of $0.05 for gross proceeds of $350,000.

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qzm_ex993

Exhibit 99.3

qzm_ex994

Exhibit 99.4