6-K

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 March 28, 2022

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.

☒ 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 DISCUSSION AND ANALYSIS |

| 99.2 | CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS |

| 99.3 | Certificate of CEO |

| 99.4 | Certificate of CEO |

2

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 Mountain Resources Ltd.
Date: March 28, 2022	By:	/s/ Sebastian Tang

| | | Sebastian Tang |

| | | Chief Financial Officer |

3

qzmrf_ex991.htm EXHIBIT 99.1

QUARTZ MOUNTAIN RESOURCES LTD.

MANAGEMENT’S DISCUSSION AND ANALYSIS

THREE AND SIX MONTHS ENDED JANUARY 31, 2022

QUARTZ MOUNTAIN RESOURCES LTD.<br> <br>MANAGEMENT’S DISCUSSION AND ANALYSIS<br> <br>FOR THREE AND SIX MONTHS ENDED JANUARY 31, 2022

TABLE OF CONTENTS

1.1	Date	3
1.2	Overview	3
1.3	Selected Annual Information	5
1.4	Summary of Quarterly Results	6
1.5	Results of Operations and Financial Condition	6
1.6	Liquidity	6
1.7	Capital Resources	7
1.8	Off-Balance Sheet Arrangements	7
1.9	Transactions with Related Parties	7
1.10	Fourth Quarter	8
1.11	Proposed Transactions	8
1.12	Critical Accounting Estimates	8
1.13	Changes in Accounting Policies including Initial Adoption	9
1.14	Financial Instruments and Other Instruments	9
1.15	Other MD&A Requirements	9
1.16	Risk Factors	10

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Table of Contents

QUARTZ MOUNTAIN RESOURCES LTD.

| MANAGEMENT’S DISCUSSION AND ANALYSIS |

| FOR THREE AND SIX MONTHS ENDED JANUARY 31, 2022 |

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 and six months ended January 31, 2022, 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 March 28, 2022. 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.

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QUARTZ MOUNTAIN RESOURCES LTD.

| MANAGEMENT’S DISCUSSION AND ANALYSIS |

| FOR THREE AND SIX MONTHS ENDED JANUARY 31, 2022 |

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.

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.

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QUARTZ MOUNTAIN RESOURCES LTD.

| MANAGEMENT’S DISCUSSION AND ANALYSIS |

| FOR THREE AND SIX MONTHS ENDED JANUARY 31, 2022 |

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 consisting 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 purchased historical project data from the Company for $150,000. The transaction 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 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 warrants at an exercise price of $0.05 for gross proceeds of $350,000.

1.3 SELECTED ANNUAL INFORMATION

Not applicable.

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QUARTZ MOUNTAIN RESOURCES LTD.

| MANAGEMENT’S DISCUSSION AND ANALYSIS |

| FOR THREE AND SIX MONTHS ENDED JANUARY 31, 2022 |

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 Quarter Ended

| | | Jan-31 2022 | | | Oct-31 2021 | | | Jul-31 2021 | | | Apr-30 2021 | | Jan-31 2021 | | | Oct-31 2020 | | | Jul-31 2020 | | | Apr-30 2020 | | |

| Income (loss) for the period | | $ | (387 | ) | $ | (139 | ) | $ | (122 | ) | $ | 143 | $ | (43 | ) | $ | (95 | ) | $ | (75 | ) | $ | (66 | ) |

| Basic earnings (loss) per common share | | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | $ | 0.01 | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) |

| Diluted earnings (loss) per common share | | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | $ | 0.00 | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) |

1.5 RESULTS OF OPERATIONS AND FINANCIAL CONDITION

Three months ended January 31, 2022 (“2022 Q2”) and 2021 (“2021 Q2”)

Net loss for the three months ended January 31, 2022, was $386,869 compared to a loss of $42,629 for the three months ended January 31, 2021. There was a one-time equity-settled share-based compensation of $399,140 related to the grant of 1,995,700 share purchase options to a director of the Company on January 11, 2022. This one-time charge of equity-settled share-based compensation was partially offset by the one-time gain of $150,000 on sale of historical project data to Torr Resources Corp. on December 15, 2021.

During the three months ended January 31, 2022, the Company incurred exploration and evaluation expense of $70,357 (2021 Q2 - $3,628). The increase in the exploration and evaluation expense in 2022 Q2 compared to 2021 Q2 was due to the initiation of exploration of Maestro Property acquired in June 8, 2021.

Administrative fees, legal, accounting and audit increased due to several transactions in 2022 Q1 described in earlier sections. A breakdown of general and administrative expenses incurred during the period ended January 31, 2022 and 2021, is provided in the financial statements for the period ended January 31, 2021.

Six months ended January 31, 2022 (“2022 Q2 YTD”) and 2021 (“2021 Q2 YTD”)

Net loss for the six months ended January 31, 2022, was $526,162 compared to a loss of $137,789 for the six months ended January 31, 2021. The increase in 2022 Q2 YTD net loss was mainly due to the events described in the above section for 2022 Q2 versus 2021 Q2.

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.

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QUARTZ MOUNTAIN RESOURCES LTD.

| MANAGEMENT’S DISCUSSION AND ANALYSIS |

| FOR THREE AND SIX MONTHS ENDED JANUARY 31, 2022 |

At January 31, 2022, the Company had an accumulated deficit of $28,254,464 and has a working capital of $437,146.

The Company believes that its liquid assets at January 31, 2022, 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.

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 January 31, 2022.

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

At January 31, 2022, 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 January 31, 2022 and 2020. These are also available at www.sedar.com.

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QUARTZ MOUNTAIN RESOURCES LTD.

| MANAGEMENT’S DISCUSSION AND ANALYSIS |

| FOR THREE AND SIX MONTHS ENDED JANUARY 31, 2022 |

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 July 2, 2010, 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.

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.

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QUARTZ MOUNTAIN RESOURCES LTD.

| MANAGEMENT’S DISCUSSION AND ANALYSIS |

| FOR THREE AND SIX MONTHS ENDED JANUARY 31, 2022 |

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 January 31, 2022, 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.

1.15 OTHER MD&A REQUIREMENTS

1.15.1 ADDITIONAL DISCLOSURE FOR VENTURE ISSUERS WITHOUT SIGNIFICANT REVENUE

(a)	exploration and evaluation assets or expenditures	The required disclosure is presented in Section 1.5 of this MD&A.
(b)	expensed research and development costs	Not applicable
(c)	intangible assets arising from development	Not applicable
(d)	general and administration expenses	The required disclosure is presented in Section 1.5 of this MD&A.
(e)	any material costs, whether expensed or<br> <br>recognized as assets, not referred to in paragraphs (a) 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:

	Number
Common shares	40,114,141

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

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QUARTZ MOUNTAIN RESOURCES LTD.

| MANAGEMENT’S DISCUSSION AND ANALYSIS |

| FOR THREE AND SIX MONTHS ENDED JANUARY 31, 2022 |

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. |

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 January 31, 2022.

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.

Page 10

qzmrf_ex992.htm EXHIBIT 99.2

QUARTZ MOUNTAIN RESOURCES LTD.

---

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

---

FOR THE THREE AND SIX MONTHS ENDED JANUARY 31, 2022 AND 2021

(Unaudited - Expressed in Canadian Dollars)

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>CONSOLIDATED STATEMENTS OF FINANCIAL POSITION<br> <br>(Unaudited - Expressed in Canadian Dollars)

			January 31,		****	(Audited)<br> <br>July 31,		****

| **** | Note | | 2022 | | **** | 2021 | | |

| Assets | | | | | | | | |

| Current assets | | | | | | | | |

| Cash | | | $ | 484,530 | | $ | 206,443 | |

| Amounts receivable and other assets | | 3 | | 13,537 | | | 5,112 | |

| | | | | 498,067 | | | 211,555 | |

| Non-current assets | | | | | | | | |

| Mineral property interests | | 4 | | 340,000 | | | 340,000 | |

| Right-of-use asset | | 11 | | 42,054 | | | 47,001 | |

Total assets			$	880,121		$	598,556
Current liabilities

| Amounts payable and other liabilities | | 6 | $ | 19,828 | | $ | 24,423 | |

| Income taxes payable | | | | 10,106 | | | 36,452 | |

| Due to related parties | | 7(a)&(b) | | 23,062 | | | 25,367 | |

| Lease liability | | 11 | | 7,925 | | | 7,466 | |

| | | | | 60,921 | | | 93,708 | |

| Non-current liabilities | | | | | | | | |

| Lease liability | | 11 | | 37,252 | | | 41,333 | |

| Total liabilities | | | | 98,173 | | | 135,041 | | | Shareholders’ equity | | | | | | | | |

| Share capital | | 5(a) | | 28,045,261 | | | 27,599,806 | |

| Reserves | | | | 991,151 | | | 592,011 | |

| Accumulated deficit | | | | (28,254,464 | ) | | (27,728,302 | ) |

| Total shareholders’ equity | | | | 781,948 | | | 463,515 | | | Total liabilities and shareholders’ equity | | | $ | 880,121 | | $ | 598,556 | |

Nature and continuance of operations (note 1)

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

/s/ Trevor Thomas	/s/ Leonie Tomlinson

| Trevor Thomas | Leonie Tomlinson |

| Director | Director |

3

QUARTZ MOUNTAIN RESOURCES LTD.<br> <br>CONDENSED CONSOLIDATED INTERIM STATEMENTS OF LOSS AND COMPREHENSIVE LOSS<br> <br>(Expressed in Canadian Dollars, except for weighted average number of common shares)

			Three months ended January 31,					****	Six months ended January 31,					****

| **** | Note | | 2022 | | **** | 2021 | | **** | 2022 | | **** | 2021 | | |

| Expenses | | | | | | | | | | | | | | |

| Exploration and evaluation | | | $ | 70,357 | | $ | 3,628 | | $ | 168,005 | | $ | 59,920 | |

| Assays and analysis | | | | 21,478 | | | 2,779 | | | 27,378 | | | 4,769 | |

| Drilling | | | | 22,455 | | | – | | | 22,455 | | | – | |

| Geological | | | | 25,924 | | | – | | | 60,792 | | | 11,200 | |

| Helicopter and fuel | | | | – | | | – | | | – | | | 29,520 | |

| Property costs and assessments | | | | – | | | – | | | 584 | | | – | |

| Site activities | | | | – | | | 849 | | | 48,500 | | | 13,252 | |

| Technical data | | | | 500 | | | – | | | 500 | | | – | |

| Travel and accommodation | | | | – | | | – | | | 7,796 | | | 1,179 | |

| | | | | 64,097 | | | 39,251 | | | 102,022 | | | 78,946 | |

| Administrative fees | | 7(a) | | 14,045 | | | 11,438 | | | 23,138 | | | 21,043 | |

| Insurance | | | | 12,243 | | | 7,995 | | | 17,435 | | | 15,990 | |

| IT Services | | | | 2,500 | | | 3,000 | | | 5,500 | | | 6,000 | |

| Legal, accounting and audit | | | | 15,900 | | | 8,964 | | | 17,355 | | | 18,276 | |

| Office and miscellaneous | | | | 9,454 | | | 805 | | | 15,222 | | | 1,127 | |

| Regulatory, trust and filing | | | | 9,955 | | | 7,049 | | | 23,372 | | | 16,510 | |

| Equity-settled share-based compensation | | | | 399,140 | | | – | | | 399,140 | | | – | |

Operating expenses				(533,594	)		(42,879	)		(669,167	)		(138,866	)

| Accretion expense - office lease | | | | (1,360 | ) | | – | | | (2,774 | ) | | – | |

| Amortization of Right-of-use asset | | | | (2,473 | ) | | – | | | (4,947 | ) | | – | |

| Interest income | | | | 482 | | | 250 | | | 808 | | | 720 | |

| Foreign exchange gain (loss) | | | | 76 | | | – | | | (82 | ) | | 357 | |

| Other income | | | | 150,000 | | | – | | | 150,000 | | | – | |

| (Loss) and comprehensive (loss) for the period | | | $ | (386,869 | ) | $ | (42,629 | ) | $ | (526,162 | ) | $ | (137,789 | ) | | Basic earning (loss) per common share | | | $ | (0.01 | ) | $ | (0.00 | ) | $ | (0.02 | ) | $ | (0.01 | ) | | Diluted earning (loss) per common share | | | $ | (0.01 | ) | $ | (0.00 | ) | $ | (0.02 | ) | $ | (0.01 | ) | | Weighted average number of common shares outstanding (note 5(c)) | | | | | | | | | | | | | | |

| Basic | | | | 36,842,402 | | | 26,677,776 | | | 32,294,477 | | | 26,514,733 | |

| Diluted | | | | 36,842,402 | | | 26,677,776 | | | 32,294,477 | | | 26,514,733 | |

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

4

QUARTZ MOUNTAIN RESOURCES LTD.<br> <br>CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS<br> <br>(Unaudited - Expressed in Canadian Dollars)

			Six months ended January 31,

| | Note | | 2022 | | | 2021 | | |

| Operating activities | | | | | | | | |

| Income (loss) for the period | | | $ | (526,162 | ) | $ | (137,789 | ) |

| Adjusted for: | | | | | | | | |

| Accretion expense - office lease | | 11 | | 2,774 | | | – | |

| Amortization of Right-of-use asset | | 11 | | 4,947 | | | – | |

| Interest income | | | | (808 | ) | | (720 | ) |

| Equity-settled share-based compensation | | | | 399,140 | | | – | |

| Changes in working capital items: Amounts receivable and other assets | | | | (8,425 | ) | | (2,579 | ) |

| Amounts payable and other liabilities | | | | (30,941 | ) | | 7,208 | |

| Due to related parties | | 7(a)&7(b) | | (2,305 | ) | | (68,057 | ) |

Net cash used in operating activities				(161,780	)		(201,937	)

| Interest received | | | | 808 | | | 720 | |

Net cash provided by investing activities				808			720

| Office lease payment (base rent portion capitalized under IFRS 16) | | | | (6,396 | ) | | – | |

| Proceeds from exercise of warrants | | 5(a) | | 445,455 | | | 60,000 | |

| Share issuance costs | | | | – | | | (4,981 | ) |

| Net cash provided by financing activities | | | | 439,059 | | | 55,019 | | | Increase (decrease) in cash | | | | 278,087 | | | (146,198 | ) |

| Cash, beginning of the year | | | | 206,443 | | | 206,529 | |

| Cash, end of the period | | | $ | 484,530 | | $ | 60,331 | |

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

5

QUARTZ MOUNTAIN RESOURCES LTD.<br> <br>CONSOLIDATED STATEMENTS OF CHANGES IN SHAREOLDERS’ EQUITY (DEFICIENCY)<br> <br>(Expressed in Canadian Dollars, except for share information)

			Share Capital					Reserves		****		****	Total		****

| **** | **** | | **** | | **** | | **** | Equity-settled | | **** | | **** | shareholders’ | | **** |

| **** | **** | | **** | | **** | | **** | share-based | | Accumulated | | **** | equity | | **** |

| **** | Note | | Number of shares | | Amount | | **** | payments | | deficit | | **** | (deficiency) | | **** | | Balance at July 31, 2020 | | | | 25,477,776 | $ | 27,158,423 | | $ | 592,011 | $ | (27,611,883 | ) | $ | 138,551 | |

| Flow-through shares issued through exercise of warrants | | 7(b) | | 1,200,000 | | 60,000 | | | – | | – | | | 60,000 | |

| Shares issuance costs | | | | – | | (4,981 | ) | | – | | – | | | (4,981 | ) |

| Loss for the period | | | | – | | – | | | – | | (137,789 | ) | | (137,789 | ) |

| Balance at January 31, 2021 | | | | 26,677,776 | $ | 27,213,442 | | $ | 592,011 | $ | (27,749,672 | ) | $ | 55,781 | | | Balance at July 31, 2021 | | | | 31,205,049 | $ | 27,599,806 | | $ | 592,011 | $ | (27,728,302 | ) | $ | 463,515 | |

| Flow-through shares issued through exercise of warrants | | 5(a) | | 8,909,092 | | 445,455 | | | – | | – | | | 445,455 | |

| Share purchase options | | | | – | | – | | | 399,140 | | – | | | 399,140 | |

| Loss for the period | | | | – | | – | | | – | | (526,162 | ) | | (526,162 | ) |

| Balance at January 31, 2022 | | | | 40,114,141 | $ | 28,045,261 | | $ | 991,151 | $ | (28,254,464 | ) | $ | 781,948 | |

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

6

QUARTZ MOUNTAIN RESOURCES LTD.<br> <br>NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS<br> <br>FOR THE THREE AND SIX MONTHS ENDED JANUARY 31, 2022 AND 2021<br> <br>(Unaudited – Expressed in Canadian Dollars, unless otherwise 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 has acquired two mineral projects and continues to investigate potential opportunities.
	These condensed consolidated interim financial statements (the “Financial Statements”) of the Company as at and for the three and six months ended January 31, 2022, include Quartz Mountain Resources Ltd. and its subsidiaries (together referred to as the “Company”). Quartz Mountain Resources Ltd. isthe 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 January 31, 2022, the Company had an accumulated deficit of $28,254,464, and has a working capital of $437,146. 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.
	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.

7

QUARTZ MOUNTAIN RESOURCES LTD.<br> <br>NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS<br> <br>FOR THE THREE AND SIX MONTHS ENDED JANUARY 31, 2022 AND 2021<br> <br>(Unaudited – Expressed in Canadian Dollars, unless otherwise stated)

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 January 31, 2022, are not necessarily indicative of future results.
	The Company’s Board of Directors authorized issuance of these Financial Statements on March 28, 2022.
(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 January 31, 2022 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.
(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, 2021.

8

QUARTZ MOUNTAIN RESOURCES LTD.<br> <br>NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS<br> <br>FOR THE THREE AND SIX MONTHS ENDED JANUARY 31, 2022 AND 2021<br> <br>(Unaudited – Expressed in Canadian Dollars, unless otherwise stated)

3.	AMOUNTS RECEIVABLE AND OTHER ASSETS

	January 31, 2022		July 31, 2021

| Sales tax receivable | $ | 8,484 | $ | 3,347 |

| Prepaid insurance | | 5,053 | | 1,765 |

| Total | $ | 13,537 | $ | 5,112 |

4.	MINERAL PROPERTY INTEREST

	Maestro<br> <br>(formerly Lone Pine) Property		Angel’s Camp Royalty

| Balance, July 31, 2020 | $ | – | $ | 1 |

| Balance, January 31, 2021 | $ | – | $ | 1 |

| Balance, July 31, 2021 | $ | 340,000 | $ | – |

| Balance, January 31, 2022 | $ | 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).
(b)	Jake Property, British Columbia
	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.

9

QUARTZ MOUNTAIN RESOURCES LTD.<br> <br>NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS<br> <br>FOR THE THREE AND SIX MONTHS ENDED JANUARY 31, 2022 AND 2021<br> <br>(Unaudited – Expressed in Canadian Dollars, unless otherwise stated)

5.	CAPITAL AND RESERVES
(a)	Authorized share capital
	At January 31, 2022 and January 31, 2021, the authorized share capital of the Company comprisedan 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 January 31, 2021
	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 January 31, 2022
	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.
	Flow-through shares commitment
	As at January 31, 2022, the amount of flow-through proceeds remaining to be expended is approximately $320,892, which must be incurred on or before December 31, 2023.
(b)	Warrants
	The continuity of the warrants during the period ended January 31, 2022 is as follows:

	Number of<br> <br>warrants			Weighted average exercise price ()

| Balance July 31, 2020 | | 13,636,365 | | |

| Exercised | | (1,200,000 | ) | |

Balance January 31, 2021		12,436,365

| Exercised | | (8,909,092 | ) | |

| Balance January 31, 2022 | | – | | |

All values are in US Dollars.

10

QUARTZ MOUNTAIN RESOURCES LTD.<br> <br>NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS<br> <br>FOR THE THREE AND SIX MONTHS ENDED JANUARY 31, 2022 AND 2021<br> <br>(Unaudited – Expressed in Canadian Dollars, unless otherwise stated)

(c)	Options
	The continuity of the options during the period ended January 31, 2022 is as follow:

	Number of options		Weighted average exercise price ()

| Balance July 31, 2020 | | | |

| Exercised | $ | – | |

| Balance January 31, 2021 | | – | | | Balance July 31, 2021 | | – | |

| Granted | $ | 1,955,700 | |

| Balance January 31, 2022 | | 1,955,700 | |

All values are in US Dollars.

Expiry Date	Price per share		Options<br> <br>Outstanding
January 11, 2032	$	0.20		1,955,700

---

On January 11, 2022, the Company granted 1,995,700 share purchase options to a director of the Company. Each option entitles the holder to purchase one common share of the Company at $0.20 per share. 1,995,700 of these options fully vested on the grant date. The expiry date of these options is January 22, 2032. The fair value of these options was determined to be $399,140 using the Black- Scholes option pricing model with the following weighted average assumptions: expected life of 10 years, volatility of 350%, dividend yield of 0%, and risk-free rate of 1.71%. The Company recognized equity-settled share-based compensation of $399,140 in connection with this grant.

6.

AMOUNTS **** PAYABLE **** AND **** OTHER **** LIABILITIES

	January 31, 2022		July 31, 2021

| Amounts payable | $ | 12,828 | $ | 24,423 |

| Accrued liabilities | | 7,000 | | - |

| Total | $ | 19,828 | $ | 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.

11

QUARTZ MOUNTAIN RESOURCES LTD.<br> <br>NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS<br> <br>FOR THE THREE AND SIX MONTHS ENDED JANUARY 31, 2022 AND 2021<br> <br>(Unaudited – Expressed in Canadian Dollars, unless otherwise stated)

The Company compensated key management personnel as follows:

			Three months ended January 31,				Six months ended January 31,

| | 2022 | | 2021 | | 2022 | | 2021 | |

| Short-term employee benefits, including salaries | | 4,000 | | 5,075 | | 9,500 | | 8,100 |

| Equity-settled share-based compensation | | 399,140 | | – | | 399,140 | | – |

	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 six months ended January 31, 2022, The Company recognized equity-settled share- based compensation of $399,140 in connection with a grant of share purchase options on January 11, 2022 to a director of the Company (Note 5(c)).
	During the six months ended January 31, 2022, the Company incurred $6,000 for the fees to an entity controlled by the Chief Financial Officer (January 31, 2021 - $5,500).
	As at January 31, 2022, the balance payable to the Chief Financial Officer was $1,050 (July 31, 2021- $NIL). The balance was settled in February 2022.
(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 July 2, 2010, HDSI provides certain 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 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.

12

QUARTZ MOUNTAIN RESOURCES LTD.<br> <br>NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS<br> <br>FOR THE THREE AND SIX MONTHS ENDED JANUARY 31, 2022 AND 2021<br> <br>(Unaudited – Expressed in Canadian Dollars, unless otherwise stated)

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

	Three months ended January 31,				Six months ended January 31,

| **** | 2022 | | 2021 | | 2022 | | 2021 | |

| HDSI: Services received based on management services agreement | $ | 19,346 | $ | 11,437 | $ | 30,339 | $ | 21,738 |

| HDSI: Office lease related expenses (accretion expenses, amortization of right-of-use assets under IFRS 16 and operating costs not capitalized as right-of-use assets under IFRS 16)(note 12) | | 4,650 | | – | | 10,992 | | – |

| HDSI: Reimbursement of third party expenses paid | | 283 | | 2,964 | | 3,107 | | 4,605 |

| Total | $ | 24,279 | $ | 14,401 | $ | 44,438 | $ | 26,343 |

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.

	January 31, 2022		July 31, 2021

| Balance payable to HDSI | $ | 5,669 | $ | 9,024 |

| Balance payable to United Mineral Services | | 15,786 | | 15,786 |

| Balance payable to an officer | | 1,050 | | – |

| Balance payable to a shareholder | | 557 | | 557 |

| Due to related parties | $ | 23,062 | $ | 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.
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).

13

QUARTZ MOUNTAIN RESOURCES LTD.<br> <br>NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS<br> <br>FOR THE THREE AND SIX MONTHS ENDED JANUARY 31, 2022 AND 2021<br> <br>(Unaudited – Expressed in Canadian Dollars, unless otherwise stated)

	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 January 31, 2022:

	Total		Less than 1 year		1-5 years

| Amounts payable and other liabilities | $ | 19,828 | $ | 19,828 | $ | – |

| Due to a related party | | 23,062 | | 23,062 | | – |

| Income taxes payable | | 10,106 | | 10,106 | | – |

| Lease liability | | 45,177 | | 7,925 | | 37,252 |

| Total | $ | 98,173 | $ | 60,921 | $ | 37,252 |

The following obligations existed at January 31, 2021:

	Total		Less than 1 year		1-5 years

| Amounts payable and other liabilities | $ | 11,384 | $ | 11,384 | $ | - |

| Due to a related party | | 7,775 | | 7,775 | | - |

| Total | $ | 19,159 | $ | 19,159 | $ | - |

14

QUARTZ MOUNTAIN RESOURCES LTD.<br> <br>NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS<br> <br>FOR THE THREE AND SIX MONTHS ENDED JANUARY 31, 2022 AND 2021<br> <br>(Unaudited – Expressed in Canadian Dollars, unless otherwise stated)

(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 ended January 31, 2022.
	The Company is not subject to any externally imposed equity requirements.

15

QUARTZ MOUNTAIN RESOURCES LTD.<br> <br>NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS<br> <br>FOR THE THREE AND SIX MONTHS ENDED JANUARY 31, 2022 AND 2021<br> <br>(Unaudited – Expressed in Canadian Dollars, unless otherwise stated)

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 January 31, 2022 and July 31, 2021 is as follows:

Right-of-use-asset

| Balance at July 31, 2021 | $ | 47,001 | |

| Amortization | | (4,947 | ) |

| Balance at January 31, 2022 | $ | 42,054 | |

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 January 31, 2022 and July 31, 2021 are as follows:

Lease liability

| Balance at July 31, 2021 | $ | 48,799 | |

| Lease payment - base rent portion | | (6,396 | ) |

| Lease liability - accretion expense | | 2,774 | |

| Balance at January 31, 2022 | | 45,177 | |

| Current portion | | 7,925 | |

| Long-term portion | $ | 37,252 | |

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

Future lease payments (base rent portion only)

| Fiscal 2022 (February 1, 2022 to July 31, 2022) | $ | 6,396 | |

| Fiscal 2023 (August 1, 2022 to July 31, 2023) | | 12,956 | |

| Fiscal 2024 (August 1, 2023 to July 31, 2024) | | 13,612 | |

| Fiscal 2025 (August 1, 2024 to July 31, 2025) | | 14,104 | |

| Fiscal 2026 (August 1, 2025 to April 29, 2026) | | 10,578 | |

| Total undiscounted lease payments | $ | 57,646 | |

| Less: imputed interest | | (12,469 | ) |

| Lease liability as at January 31, 2022 | $ | 45,177 | |

16

qzmrf_ex993.htm EXHIBIT 99.3

Form 52-109FV2

Certification of Interim Filings

Venture Issuer Basic Certificate

I, Trevor Thomas, Chief Executive Officer of Quartz Mountain Resources Ltd., certify the following:

1.	Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Quartz Mountain Resources Ltd. (the “issuer”) for the interim period ended January 31, 2022*.*
2.	No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.
3.	Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

Date: March 28, 2022	By:	/s/ Trevor Thomas

| | | Trevor Thomas |

| | | Chief Executive Officer |

NOTE TO READER<br> <br><br> <br>In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of
i)	controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
ii)	a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.
The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation

qzmrf_ex994.htm EXHIBIT 99.4

Form 52-109FV2

Certification of Interim Filings

Venture Issuer Basic Certificate

I, S e bastian Tang , Chief Financial Officer, of Quartz Mountain Resources Ltd., certify the following:

1.	Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Quartz Mountain Resources Ltd. (the “issuer”) for the interim period ended January 31, 2022*.*
2.	No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.
3.	Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

Date: March 28, 2022	By:	/s/ Sebastian Tang

| | | Sebastian Tang |

| | | Chief Financial Officer |

NOTE TO READER
In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of
i)	controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
ii)	a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.
	The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.