20-F - RMESF - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F

☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended January 31, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________to__________

☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report ___________

Commission file number 000-52055

RED METAL RESOURCES LTD.

(Exact name of Registrant as specified in its charter)

Not Applicable

(Translation of Registrant’s name into English)

British Columbia, Canada

(Jurisdiction of incorporation or organization)

1130 West Pender Street, Suite 820, Vancouver, BC V6E 4A4

(Address of principal executive offices)

Caitlin Jeffs, Telephone: 1.866. 907.5403, invest@redmetalresources.com

102-278 Bay St. Thunder Bay, ON P7B 1R8

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act.

Title of each class	Name of each exchange on which registered
Not Applicable	Not Applicable

Securities registered or to be registered pursuant to Section 12(g) of the Act.

Common Shares Without Par Value

(Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.

Not Applicable

(Title of Class)

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.

40,035,726 Common Shares without par value issued and outstanding as at January 31, 2025.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☐ Yes ☒ No

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. ☐ Yes ☒ No

Note - Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or an emerging growth company. See definition of “accelerated filer”, “large accelerated filer”, and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Emerging growth company ☐

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP ☐	International Financial Reporting Standards as issued by the International Accounting Standards Board ☒	Other ☐

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. ☐ Item 17 ☐ Item 18

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive oﬃcers during the relevant recovery period pursuant to §240.10D-1(b). ☐

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b 2 of the Exchange Act). ☐ Yes ☒ No

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. ☐ Yes ☐ No

iii

TABLE OF CONTENTS

GLOSSARY OF TECHNICAL TERMS	1
FORWARD-LOOKING STATEMENTS	4
CAUTIONARY NOTE TO UNITED STATES INVESTORS	4
PART I	6
Item 1 Identity of Directors, Senior Management and Advisers	6
Item 2 Offer Statistics and Expected Timetable	6
Item 3 Key Information	6
Item 4 Information on the Company	13
Item 4A Unresolved Staff Comments	43
Item 5 Operating and Financial Review and Prospects	43
Item 6 Directors, Senior Management and Employees	46
Item 7 Major Shareholders and Related Party Transactions	54
Item 8 Financial Information	58
Item 9 The Listing	58
Item 10 Additional Information	59
Item 11 Quantitative and Qualitative Disclosures About Market Risk	67
Item 12 Description of Securities Other than Equity Securities	68
PART II	68
Item 13 Defaults, Dividend Arrearages and Delinquencies	68
Item 14 Material Modifications to the Rights of Security Holders and Use of Proceeds	68
Item 15 Controls and Procedures	68
Item 16 [Reserved]	69
PART III	71
Item 17 Financial Statements	71
Item 18 Financial Statements	71
Item 19 Exhibits	72
SIGNATURE	75

GLOSSARY OF TECHNICAL TERMS

Term	Meaning	Term	Meaning
AEM	Airborne Electromagnetic	Na	sodium
Ag	Silver	Na2O	sodium oxide
Al	Aluminum	NE	northeast
Al2O3	aluminum oxide	NI	National Instrument
AW	apparent width	Ni	nickel
As	Arsenic	NSR	net smelter return
Au	Gold	NTS	National Topographic System
Ba	Barium	P	phosphorous
Be	Beryllium	P2O5	phosphorous oxide
Bi	Bismuth	Pb	Lead
C	carbon dioxide	Pd	Palladium
Ca	Calcium	pH	Acidity
CaO	calcium oxide	Pt	platinum
Cd	Cadmium	QA/QC	Quality Assurance/Quality Control
Co	Cobalt	S	south
CO2	carbon dioxide	S	sulfur
Cr	Chromium	Sb	antimony
Cr2O3	chromium oxide	SE	southeast
Cu	Copper	Se	selenium
DDH	diamond drill hole	SiO2	silicon oxide
DW	drilled width	Sn	tin
E	East	SO2	sulphur dioxide
EM	electromagnetic	Sr	strontium
Fe	Iron	Sum	summation
Fe2O3	iron oxide (ferric oxide-hematite)	SW	southwest
Fe3O4	iron oxide (ferrous oxide-magnetite)	Ti	titanium
HLEM	horizontal loop electromagnetic	TiO2	titanium oxide
H2O	hydrogen oxide (water)	Tl	thallium
IP	induced polarization	TW	true width
K	Potassium	U	uranium
K2O	potassium oxide	U3O8	uranium oxide (yellowcake)
Li	Lithium	UTM	Universal Transverse Mercator
LOI	loss on ignition (total H2O, CO2 and SO2 content)	V	vanadium
Mg	Magnesium	V2O5	vanadium oxide
MgO	magnesium oxide	VLF	very low frequency
Mn	Manganese	VLF-EM	very low frequency-electromagnetic
MnO	manganese oxide	W	west
Mo	Molybdenum	Y	yttrium
Mt	millions of tonnes	Zn	zinc
N	North
NE	Northeast
NW	Northwest
S	South

Units of Measure

Units of Measure	Abbreviation	Units of Measure	Abbreviation
Above mean sea level	amsl	Litre	L
Ampere	A	Litres per minute	L/m
Annum (year)	a	Megabytes per second	Mb/s
Billion years ago	Ga	Megapascal	MPa
British thermal unit	Btu	Megavolt-ampere	MVA
Candela	cd	Megawatt	MW
Carat	ct	Metre	m
Carats per hundred tonnes	cpht	Metres above sea level	masl
Carats per tonne	cpt	Metres per minute	m/min
Centimetre	cm	Metres per second	m/s
Cubic centimetre	cm3	Metric ton (tonne)	t
Cubic feet per second	ft3/s or cfs	Micrometre (micron)	μm
Cubic foot	ft3	Microsiemens (electrical)	μs
Cubic inch	in3	Miles per hour	mph
Cubic metre	m3	Milliamperes	mA
Cubic yard	yd3	Milligram	mg
Day	d	Milligrams per litre	mg/L
Days per week	d/wk	Millilitre	mL
Days per year (annum)	d/a	Millimetre	mm
Dead weight tonnes	DWT	Million	M
Decibel adjusted	dBa	Million tonnes	Mt
Decibel	dB	Minute (plane angle)	‘
Degree	°	Minute (time)	min
Degrees Celsius	°C	Month	mo
Degrees Fahrenheit	°F	Newton	N
Diameter	ø	Newtons per metre	N/m
Dry metric ton	dmt	Ohm (electrical)	Ω
Foot	ft	Ounce	oz
Gallon	gal	Parts per billion	ppb
Gallons per minute (US)	gpm	Parts per million	ppm
Gigajoule	GJ	Pascal	Pa
Gram	g	Pascals per second	Pa/s
Grams per litre	g/L	Percent	%
Grams per tonne	g/t	Percent moisture (relative humidity)	% RH
Greater than	>	Phase (electrical)	Ph
Hectare (10,000 m2)	ha	Pound(s)	lb
Hertz	Hz	Pounds per square inch	psi
Horsepower	hp	Power factor	pF
Hour	h (not hr)	Quart	qt
Hours per day	h/d	Revolutions per minute	rpm
Hours per week	h/wk	Second (plane angle)	“
Hours per year	h/a	Second (time)	s
Inch	“(symbol, not “)	Short ton (2,000 lb)	st
Joule	J	Short ton (US)	t
Joules per kilowatt-hour	J/kWh	Short tons per day (US)	tpd
Kelvin	K	Short tons per hour (US)	tph
Kilo (thousand)	k	Short tons per year (US)	tpy
Kilocalorie	kcal	Specific gravity (g/cm3)	SG
Kilogram	kg	Square centimetre	cm2

Units of Measure	Abbreviation	Units of Measure	Abbreviation
Kilograms per cubic metre	kg/m3	Square foot	ft2
Kilograms per hour	kg/h	Square inch	in2
Kilograms per square metre	kg/m2	Square kilometre	km2
Kilojoule	kJ	Square metre	m2
Kilometre	km	Thousand tonnes	kt
Kilometres per hour	km/h	Tonne (1,000kg)	t
Kilonewton	kN	Tonnes per day	t/d
Kilopascal	kPa	Tonnes per hour	t/h
Kilovolt	kV	Tonnes per year	t/a
Kilovolt-ampere	kVA	Total dissolved solids	TDS
Kilovolts	kV	Total suspended solids	TSS
Kilowatt	kW	Volt	V
Kilowatt hour	kWh	Week	wk
Kilowatt hours per short ton (US)	kWh/st	Weight/weight	w/w
Kilowatt hours per tonne (metric ton)	kWh/t	Wet metric ton	wmt
Kilowatt hours per year	kWh/a	Yard	yd
Kilowatts adjusted for motor efficiency	kWe	Year (annum)	a
Less than	<	Year	yr

The term grams/tonne (g/t) is expressed as “grams per tonne” where 1 gram/tonne = 1 ppm (parts per million) = 1000 ppb (parts per billion). Other abbreviations include oz/t = ounce per short ton; Moz = million ounces; Mt = million tonnes; t = tonne (1000 kilograms); SG = specific gravity; lb/t = pound/ton; and st = short ton (2000 pounds).

FORWARD-LOOKING STATEMENTS

Except for statements of historical fact relating to the Company, certain statements in this Annual Report, including the documents incorporated by reference herein, may constitute forward-looking information, future-oriented financial information, or financial outlooks (collectively, “forward-looking information”) within the meaning of Canadian securities laws. Forward-looking information may relate to this Annual Report, the Company’s future outlook and anticipated events or results and, in some cases, can be identified by terminology such as “may”, “could”, “should”, “expect”, “plan”, “anticipate”, “believe”, “intend”, “estimate”, “projects”, “predict”, “potential”, “targeted”, “possible”, “continue” or other similar expressions concerning matters that are not historical facts and include, but are not limited in any manner to, those with respect to commodity prices, mineral resources, mineral reserves, realization of mineral reserves, existence or realization of mineral resource estimates, the timing and amount of future production, the timing of construction of any proposed mine and process facilities, capital and operating expenditures, the timing of receipt of permits, rights and authorizations, and any and all other timing, development, operational, financial, economic, legal, regulatory and political factors that may influence future events or conditions, as such matters may be applicable. In particular, this Annual Report contains forward-looking statements pertaining to the following:

·expenditures for general and administrative expenses;

·expectations regarding revenue, expenses and operations;

·the Company having sufficient working capital and being able to secure additional funding necessary for the continued exploration of the Company’s mineral interests;

·expectations regarding the potential mineralization, geological merit and economic feasibility of the Company’s projects;

·expectations regarding drill programs and potential impacts thereof;

·mineral exploration and exploration program cost estimates;

·expectations regarding any environmental issues that may affect planned or future exploration programs and the potential impact of complying with existing and proposed environmental laws and regulations;

·treatment under applicable governmental regimes for permitting and approvals; and

·key personnel continuing their employment with the Company. See “Risk Factors”.

Such forward-looking statements are based on a number of material factors and assumptions, and include the ultimate determination of mineral reserves, if any, the availability and final receipt of required approvals, licenses and permits, sufficient working capital to develop and operate any proposed mine, access to adequate services and supplies, economic conditions, commodity prices, foreign currency exchange rates, interest rates, access to capital and debt markets and associated costs of funds, availability of a qualified work force, and the ultimate ability to mine, process and sell mineral products on economically favorable terms. While the Company considers these assumptions to be reasonable based on information currently available to it, they may prove to be incorrect. Actual results may vary from such forward-looking information for a variety of reasons, including but not limited to risks and uncertainties disclosed in this Annual Report. Forward-looking statements are based upon management’s beliefs, estimates and opinions on the date the statements are made and, other than as required by law, the Company does not intend, and undertakes no obligation to update any forward-looking information to reflect, among other things, new information or future events.

Investors are cautioned against placing undue reliance on forward-looking statements.

CAUTIONARY NOTE TO UNITED STATES INVESTORS

Unless otherwise indicated, all mineral resource estimates included in this Annual Report on Form 20-F have been prepared in accordance with Canadian National Instrument 43-101 - Standards of Disclosure for Mineral Projects (“NI 43-101”), and the Canadian Institute of Mining, Metallurgy and Petroleum Definition Standards for Mineral Resources and Mineral Reserves (“CIM Definition Standards”). NI 43-101 is a rule developed by the Canadian Securities Administrators which establishes standards for public disclosure an issuer makes of scientific and technical information concerning mineral projects. NI 43-101 permits the disclosure of a historical estimate made prior to the adoption of NI 43-101 that does not comply with NI 43-101 using the historical terminology if the disclosure: (a) identifies the source and date of the historical estimate; (b) comments on the relevance and reliability of the historical estimate; (c) states whether the historical estimate uses categories other than those prescribed by NI 43-101 and, if so, includes an explanation of the differences; and (d) includes any more recent estimates or data available.

Canadian standards, including NI 43-101, differ significantly from the requirements of the Securities and Exchange Commission (the “SEC”), and reserve and resource information contained in this Annual Report on Form 20-F may not be comparable to similar information disclosed by U.S. companies. In particular, and without limiting the generality of the foregoing, the term “resource” does not equate to the term “reserves”. Under U.S. standards, mineralization may not be classified as a “reserve” unless the determination has been made that the mineralization could be economically and legally produced or extracted at the time the reserve determination is made. The SEC’s disclosure standards normally do not permit the inclusion of information concerning “measured mineral resources”, “indicated mineral resources,” or “inferred mineral resources,” or other descriptions of the amount of mineralization in mineral deposits that do not constitute “reserves” by U.S. standards in documents filed with the SEC. U.S. investors should also understand that “inferred mineral resources” have a significant amount of uncertainty as to their existence and great uncertainty as to their economic and legal feasibility. It cannot be assumed that all or any part of an “inferred mineral resource” will ever be upgraded to a higher category. Under Canadian rules, estimated “inferred mineral resources” may not form the basis of feasibility or pre-feasibility studies except in rare cases. Investors are cautioned not to assume that all or any part of an “inferred mineral resource” exists or is economically or legally mineable. Disclosure of “contained ounces” in a resource is permitted disclosure under Canadian regulations; however, the SEC normally only permits issuers to report mineralization that does not constitute “reserves” by SEC standards as in-place tonnage and grade without reference to unit measures. The requirements of NI 43-101 for identification of “reserves” are also not the same as those of the SEC, and reserves reported by our company in compliance with NI 43-101 may not qualify as “reserves” under SEC standards. Accordingly, information concerning mineral deposits set forth herein may not be comparable with information made public by companies that report in accordance with U.S. standards.

Foreign Private Issuer Filings

We are considered a “foreign private issuer” pursuant to Rule 405 promulgated under the Securities Act of 1933, as amended (the “Securities Act”). In our capacity as a foreign private issuer, we are exempt from certain rules under the Exchange Act that impose certain disclosure obligations and procedural requirements for proxy solicitations under Section 14 of the Exchange Act. In addition, our officers, directors and principal shareholders are exempt from the reporting and “short-swing” profit recovery provisions of Section 16 of the Exchange Act and the rules under the Exchange Act with respect to their purchases and sales of our common shares. Moreover, we are not required to file periodic reports and financial statements with the SEC as frequently or as promptly as United States companies whose securities are registered under the Exchange Act. In addition, we are not required to comply with Regulation FD, which restricts the selective disclosure of material information.

For as long as we are a “foreign private issuer” we intend to file our annual financial statements on Form 20-F and furnish our quarterly financial statements on Form 6-K to the SEC for so long as we are subject to the reporting requirements of Section 13(g) or15(d) of the Exchange Act. However, the information we file or furnish will not be the same as the information that is required in annual and quarterly reports on Form 10-K or Form 10-Q for U.S. domestic issuers. Accordingly, there may be less publicly available information concerning us than for a company that files as a domestic issuer. We will continue to file our Forms 20-F or 6-K until we are no longer a foreign private issuer. We are required to determine our status as a foreign private issuer on an annual basis at the end of our second fiscal quarter. We would cease to be a foreign private issuer at such time as more than 50% of our outstanding voting securities are held by United States residents and any of the following three circumstances applies: (1) the majority of our executive officers or directors are United States citizens or residents; (2) more than 50% of our assets are located in the United States; or (3) our business is administered principally in the United States. If we lose our “foreign private issuer status” we will be required to comply with Exchange Act reporting and other requirements applicable to U.S. domestic issuers, which are more detailed and extensive than the requirement for “foreign private issuers”.

PART I

FINANCIAL INFORMATION AND ACCOUNTING PRINCIPLES

The financial statements and summaries of financial information contained in this Annual Report on Form 20-F are reported in Canadian dollars (“$”) unless otherwise stated. A “tonne” is one metric ton or 2,204.6 pounds.

Item 1. Identity of Directors, Senior Management and Advisers

Not applicable.

Item 2. Offer Statistics and Expected Timetable

Not applicable.

Item 3. Key Information

A. [Reserved]

B. Capitalization and Indebtedness

Not applicable.

C. Reasons for the Offer and Use of Proceeds

Not applicable.

D. Risk Factors

General

The Company is in the business of exploring and, if warranted, developing mineral properties, which is a highly speculative endeavor. A purchase of any of the Common Shares involves a high degree of risk and should be undertaken only by purchasers whose financial resources are sufficient to enable them to assume such risks and who have no need for immediate liquidity in their investment. An investment in the Common Shares should not constitute a significant portion of an individual’s investment portfolio and should be made only by persons who can afford a total loss of their investment. Prospective shareholders should carefully evaluate the following risk factors associated with an investment in Common Shares.

The following risks and uncertainties could materially adversely affect the Company’s business, financial condition and results of operations. Additional risks and uncertainties not presently known to the management of the Company or that are currently deemed immaterial may also impair the Company’s operations and financial condition.

Risks Relating to the Company’s Conversion and Continuation

The Company continues to be treated as a U.S. corporation and taxed on its worldwide income after the conversion and continuation.

The conversion and continuation of the Company from the State of Nevada to the Province of British Columbia, Canada, was considered a migration of the Company from the State of Nevada to the Province of British Columbia, Canada. Certain transactions whereby a U.S. corporation migrates to a foreign jurisdiction can be considered by the United States Congress to be an abuse of the U.S. tax rules because thereafter the foreign entity is not subject to U.S. tax on its worldwide income. Section 7874(b) of the Internal Revenue Code of 1986, as amended (the “Code”), was enacted in 2004 to address this potential abuse. Section 7874(b) of the Code generally provides that certain corporations migrating from the United States will remain subject to U.S. tax on their worldwide income unless the

migrating entity has substantial business activities in the foreign country to which it is migrating, compared to its total business activities.

The Company’s management has determined that Section 7874(b) of the Code applies to the Company’s migration from the State of Nevada to the Province of British Columbia, Canada, and therefore it continues to be subject to United States federal income taxation on its worldwide income.

The Company may be classified as a Passive Foreign Investment Company as a result of the merger and continuation.

Sections 1291 to 1298 of the Code contain the Passive Foreign Investment Company (“PFIC”) rules. These rules generally provide for punitive treatment of “U.S. holders” of PFICs. A foreign corporation is classified as a PFIC if more than 75% of its gross income is passive income or more than 50% of its assets produce passive income or are held for the production of passive income.

Because most of the Company’s assets after the conversion and continuation are in cash or cash equivalents and shares of its wholly-owned subsidiary, Minera Polymet SpA, the Company may in the future be classified as a PFIC. If it is classified as a PFIC, then the holders of shares of the Company who are U.S. taxpayers may be subject to PFIC provisions, which may impose U.S. taxes, in addition to those normally applicable, on the sale of their shares of the Company or on distribution from the Company.

Holders of shares of the Company who are U.S. taxpayers should consult their own tax advisors with respect to the application of the PFIC rules in their particular circumstances.

Negative Operating Cash Flow

During the years ended January 31, 2025, 2024, and 2023 the Company earned no revenue while the net loss from operations totaled $893,717, $637,809, and $1,769,501, respectively. If the Company does not find sources of financing as and when needed, it may be required to cease its operations.

Mineral exploration and development are costly. During the fiscal year ended January 31, 2025, the Company generated no revenue from its operations, and its operating expenses totalled $692,221 (2024 - $426,533; 2023 - $1,582,113). These expenses were further increased by $177,956 (2024 - $189,926; 2023 - $162,724) in interest accrued on the notes payable, $38,220 accretion of the fair value of long-term notes payable (2024 - $Nil; 2023 - $Nil), and a $10,236 loss on foreign exchange fluctuation (2024 - $21,350; 2023- $24,664), and were in part offset by a $24,916 gain associated with debt forgiveness (2024 - $Nil; 2023 - $Nil). Since its inception, the Company has supported its operations through equity and debt financing, as well as option payments received on option or joint venture agreements, and royalty payments from third-party vendors who were allowed to mine its Chilean claims. The Company’s ability to continue its operations, including exploring and developing its properties, will depend on the Company’s ability to generate operating revenue, obtain additional financing, or enter into joint venture agreements. Until the Company earns sufficient revenue to support its operations, which may never occur, it will continue to rely on loans and sales of its equity or debt securities to sustain its development and exploration activities. If the Company does not find sources of financing as and when needed, it may be required to curtail severely, or even to cease, its operations.

Insufficient Capital

The Company was incorporated on January 10, 2005, and to date has been involved primarily in organizational activities, acquiring and exploring mineral claims and obtaining financing. The Company’s financial statements have been prepared on the assumption that it will continue as a going concern. From the Company’s inception on January 10, 2005, the Company has accumulated losses of $15,445,791. As a result, the Company’s management has expressed substantial doubt about the Company’s ability to continue as a going concern. The continuation of the Company’s operations depends on its ability to complete equity or debt financings as needed or generate capital from profitable operations. Such financings may not be available or may not be available on reasonable terms. The Company’s financial statements do not include any adjustments that could result from the outcome of this uncertainty. Whether the Company will be successful as a mining company must be considered in light of the costs, difficulties, complications and delays associated with its proposed exploration programs. These potential problems include, but

are not limited to, identifying claims with mineral deposits that can be mined cost-effectively, the costs associated with acquiring such properties, and the availability of human or equipment resources. The Company cannot assure that it will ever generate significant revenue from its operations or realize a profit. The Company expects to continue incurring operating losses over the next 12 months.

Debt Owed to Related Parties

As of January 31, 2025, the Company owed $631,158 to related parties that were due in the following 12-month period for the services and reimbursable expenses they have provided; in addition, the Company owed its related parties a total of $2,039,862 on account of notes payable with variable maturities, of which $314,660 were payable on demand, and $1,725,202 were payable in series of semi-annual payments between July 15, 2025 and May 9, 2029. The Company does not have sufficient cash resources to pay its debt to related parties; therefore, it may decide to partially settle these obligations by issuing shares of the Company’s common stock. Because of the low market value of the Company’s common stock, the issuance of shares will result in substantial dilution to the percentage of the outstanding common stock owned by current shareholders.

Financing Risks

The Company has no history of significant earnings, and due to the nature of its business, there can be no assurance that it will be profitable. The Company has not paid dividends on its shares since its incorporation and does not anticipate doing so in the foreseeable future. The Company’s only current source of funds is through the sale of its securities. Even if the results of any future exploration are encouraging, the Company may not have sufficient funds to conduct further exploration that may be necessary to determine whether a commercially mineable deposit exists on the Properties. While the Company may generate additional working capital through equity offerings or the sale or possible syndication of the Properties, there is no assurance that any such funds will be available. If available, future equity financing may result in substantial dilution to shareholders.

Speculative Nature of Mineral Exploration

Resource exploration is a speculative business, characterized by several significant risks, including, among other things, unprofitable efforts resulting not only from the failure to discover mineral deposits but also from finding mineral deposits that, although present, are insufficient in quantity and quality to yield a profit from production. The marketability of minerals acquired or discovered by the Company may be affected by numerous factors which are beyond the control of the Company and which cannot be accurately predicted, such as market fluctuations, the proximity and capacity of milling facilities, mineral markets and processing equipment and such other factors as government regulations, including regulations relating to royalties, allowable production, importing and exporting of minerals and environmental protection, the combination of which factors may result in the Company not receiving an adequate return of investment capital.

There is no assurance that the Company’s mineral exploration and development activities will result in any discoveries of commercial bodies of ore. The long-term profitability of the Company’s operations will, in part, be directly related to the costs and success of its exploration programs, which may be influenced by several factors. Substantial expenditures are required to establish reserves through drilling and to develop the mining and processing facilities and infrastructure at any chosen mining site. Although significant benefits may be derived from the discovery of a major mineralized deposit, no assurance can be given that minerals will be discovered in sufficient quantities to justify commercial operations or that funds required for development can be obtained on a timely basis.

No Known Mineral Reserves

It is unknown whether the Properties contain viable mineral reserves. If the Company does not find a viable mineral reserve, or if it cannot exploit the mineral reserve, either because the Company does not have the money to do it or because it will not be economically feasible to do so, the Company may have to cease operations, and you may lose your investment. Mineral exploration is a highly speculative endeavor. It involves many risks and is often non-productive. Even if mineral reserves are discovered on the Properties, the Company’s production capabilities will be subject to further risks and uncertainties, including:

·Costs of bringing the property into production including exploration work, preparation of production feasibility studies, and construction of production facilities, all of which the Company has not budgeted for;

·Availability and costs of financing;

·Ongoing costs of production; and

·Environmental compliance regulations and restraints.

Market Factors May Affect Ability to Market Any Minerals Found

Even if the Company discovers minerals that can be extracted cost-effectively, it may be unable to find a ready market for its minerals. Many factors beyond the Company’s control affect the marketability of minerals. These factors include market fluctuations, the proximity and capacity of natural resource markets and processing equipment, government regulations, including those related to prices, taxes, royalties, land tenure, land use, importing and exporting minerals, and environmental protection. The Company cannot accurately predict the impact of these factors; however, any combination of these factors could result in an inadequate return on invested capital.

Mineral Exploration is Hazardous

The search for minerals is hazardous. During the exploration, development, and production of mineral properties, the Company may incur liability or damages as it conducts its business, due to the inherent dangers of mineral exploration, including pollution, cave-ins, fires, flooding, earthquakes, and other hazards. It is not always possible to fully insure against such risks or against which the Company may elect not to insure. The Company has no insurance coverage for these types of hazards, nor does it anticipate obtaining such insurance for the foreseeable future. Should such liabilities arise, they could reduce or eliminate any future profitability and result in increased costs and a decline in the value of the Company’s securities.

Government Regulations

The mining industry is subject to various levels of government control and regulation, which are periodically supplemented and revised. The Company cannot predict what legislation or revisions might be proposed that could affect its business, or when any such proposals, if enacted, might take effect. The Company’s exploration activities are subject to laws and regulations governing worker safety, and, if it explores within the national park that is part of its Farellón property, protection of endangered and other notable status species as well as protection of significant archeological remains, if there are any, will likely require compliance with additional laws and regulations. The cost of complying with these regulations has not been burdensome to date. However, if the Company mines the Properties and processes more than 5,000 tonnes of ore per month, it will be required to submit an environmental impact study for review and approval by the federal environmental agency. The Company anticipates that the cost of such a study will be significant and, if the study were to show too great an adverse impact on the environment, the Company might be unable to develop the property or it might have to engage in expensive remedial measures during or after developing the property, which could make production unprofitable. This requirement could materially adversely affect the Company’s business, the results of its operations and its financial condition if it were to proceed to mine a property or process ore on the property. The Company has no immediate or intermediate plans to process ore on any of the Properties.

If the Company fails to comply with applicable environmental, health, and safety laws and regulations, it may be fined, enjoined from continuing its operations, and subject to other penalties. Although the Company makes every attempt to comply with these laws and regulations, it cannot assure that it has fully complied or will always fully comply with them.

Environmental and Safety Regulations and Risks

Environmental laws and regulations may impact the Company’s operations. These laws and regulations establish various standards that regulate specific aspects of health and environmental quality. They provide for penalties and other liabilities for violating such standards and establish, in certain circumstances, obligations to rehabilitate current and former facilities and locations where operations are or were conducted. Permission to operate can be withdrawn temporarily in cases where there is evidence of serious breaches of health and safety standards, or permanently in the

event of extreme violations of these standards. The Company may incur significant liabilities for damages, cleanup costs, or penalties in the event of certain discharges into the environment, environmental damage caused by previous owners of acquired properties, or noncompliance with environmental laws or regulations. In all significant developments, the Company generally relies on recognized designers and development contractors from whom the Company will, in the first instance, seek indemnities. The Company minimizes risks by taking steps to ensure compliance with environmental, health, and safety laws and regulations, and operating in accordance with applicable environmental standards. There is a risk that environmental laws and regulations may become more stringent, increasing the cost of the Company’s operations.

Competition

The mining industry is intensely competitive in all its phases. The Company competes for the acquisition of mineral properties, claims, leases, and other mineral interests, as well as for the recruitment and retention of qualified employees. Many companies possess greater financial resources and technical facilities than the Company. The competition in the mineral exploration and development industry could have an adverse impact on the Company’s ability to acquire suitable properties or prospects for future mineral exploration.

Stress in the Global Economy

Adverse fluctuations in the global economy may lead to a general tightening in credit markets, lower liquidity levels, increased rates of default and bankruptcy, and reduced business spending, all of which could harm the Company’s business, results of operations, financial condition, and liquidity. The Company’s suppliers may be unable to supply it with the necessary raw materials on a timely basis, may increase prices, or go out of business, which could result in the Company’s inability to carry out its planned exploration programs. Furthermore, it may become difficult to locate other mineral exploration companies with available funds willing to engage in risky ventures such as the exploration of the Properties.

Such conditions may make it very difficult to forecast operating results, make business decisions and identify and address material business risks. As a result, the Company’s operating results, financial condition and business could be adversely affected.

The Company conducts operations in a foreign jurisdiction and is subject to certain risks that may limit or disrupt its business operations.

The Company’s head office is in Canada, its main mineral exploration operations are in Chile, with the recent addition of mineral exploration projects in Ontario and Quebec. Investments in mineral exploration are subject to the risks generally associated with the conduct of any business in foreign countries including uncertain political and economic environments; wars, terrorism and civil disturbances; changes in laws or policies, including those relating to imports, exports, duties and currency; cancellation or renegotiation of contracts; royalty and tax increases or other claims by government entities, including retroactive claims; risk of expropriation and nationalization; delays in obtaining or the inability to obtain or maintain necessary governmental permits; currency fluctuations; restrictions on the ability of local operating companies to sell gold, copper or other minerals offshore for US dollars, and on the ability of such companies to hold US dollars or other foreign currencies in offshore bank accounts; import and export regulations, including restrictions on the export of gold, copper or other minerals; limitations on the repatriation of earnings; and increased financing costs.

These risks could limit or disrupt the Company’s exploration programs, cause it to lose its interests in its mineral claims, restrict the movement of funds, cause it to spend more than it expected, deprive it of contract rights or result in its operations being nationalized or expropriated without fair compensation, and could materially adversely affect the Company’s financial position or the results of its operations. If a dispute arises from the Company’s activities in Chile, the Company could be subject to the exclusive jurisdiction of courts outside North America, which could adversely affect the outcome of the dispute.

While the Company takes steps it believes are necessary to maintain legal ownership of its claims, title to mineral claims may be invalidated for a number of reasons, including errors in the transfer history or acquisition of a claim the Company believed, after appropriate due diligence investigation, to be valid, but in fact, wasn’t. If ownership of the Company’s claims was ultimately determined to be invalid, the Company’s business and prospects would likely be materially and adversely affected.

The Company’s ability to realize a return on its investment in mineral claims depends upon whether it maintains the legal ownership of the claims. Title to mineral claims involves risks inherent in the process of determining claim validity and the ambiguous transfer history characteristic of many mineral claims. The Company takes a number of steps to protect the legal ownership of its claims, including having its contracts and deeds notarized, recording these documents with the registry of mines and publishing them in the mining bulletin. The Company also regularly reviews the mining bulletin to determine whether other parties have staked claims over its land. However, none of these steps guarantees that another party could not challenge the Company’s right to a claim. Any such challenge could be costly to defend, and if the Company were to lose its claim, its business and prospects would likely be materially and adversely affected.

No Anticipation of Payment of Dividends

A dividend has never been declared or paid in cash on the Common Shares. The Company does not anticipate such a declaration or payment for the foreseeable future. The Company intends to retain any earnings to develop, carry on, and expand its business.

Price Volatility of Publicly Traded Securities

In recent years, the securities markets in Canada have experienced high levels of price and volume volatility, and the market prices of securities for many companies have undergone wide fluctuations, which have not necessarily been related to their operating performance, underlying asset values, or prospects. There can be no assurance that continual fluctuations in price will not occur. It is anticipated that any quoted market for the Common Shares will be subject to market trends generally, notwithstanding any potential success of the Company in generating revenues, cash flows, or earnings. The value of Common Shares will be affected by such volatility.

Fluctuating Mineral Prices and Currency Risk

The Company’s revenues, if any, are expected to be in large part derived from the extraction and sale of precious and base minerals and metals. Factors beyond the Company’s control may affect the marketability of any discovered metals. Metal prices have fluctuated widely, particularly in recent years. Consequently, the economic viability of any of the Company’s exploration projects cannot be accurately predicted and may be adversely affected by fluctuations in mineral prices.

The Company sometimes holds a significant portion of its cash in US dollars. Currency exchange rate fluctuations can result in conversion gains and losses, diminishing the value of cash held in US dollars. If the US dollar declined significantly against the Canadian dollar or the Chilean peso, its US dollar purchasing power in Canadian dollars and Chilean pesos would also decrease significantly, which could make it more difficult for the Company to conduct its business operations. The Company has not entered into derivative instruments to offset the impact of foreign exchange fluctuations.

Management

The success of the Company is currently largely dependent on the performance of its directors and officers. Should any key directors or officers leave, it might negatively impact the Company’s operations and future growth. There is no assurance that the Company can maintain the services of its directors, officers or other qualified personnel required to operate its business.

Key Person Insurance

The Company does not maintain key person insurance on any of its directors or officers, and as result the Company would bear the full loss and expense of hiring and replacing any director or officer in the event the loss of any such persons by their resignation, retirement, incapacity, or death, as well as any loss of business opportunity or other costs suffered by the Company from such loss of any director or officer.

Difficulty for United States Investors to Effect Services of Process Against the Company.

The Company is incorporated under the laws of the Province of British Columbia, Canada. Consequently, it will be difficult for United States investors to affect service of process in the United States upon the directors or officers of the Company, or to realize in the United States upon judgments of United States courts predicated upon civil liabilities under the Exchange Act. The majority of the Company’s directors and officers are residents of Canada, and all of the Company’s material assets are located outside of the United States. A judgment of a United States court predicated solely upon such civil liabilities would probably be enforceable in Canada by a Canadian court if the United States court in which the judgment was obtained had jurisdiction, as determined by the Canadian court, in the matter. There is substantial doubt whether an original action could be brought successfully in Canada against any of such persons or the Company predicated solely upon such civil liabilities.

Conflicts of Interest

Some of the directors and officers are actively engaged and will continue to be involved in seeking additional business opportunities on behalf of other corporations. As a result, situations may arise where these directors and officers will be in direct competition with the Company. Conflicts, if any, will be dealt with in accordance with the relevant provisions of the Business Corporations Act (British Columbia). Some of the directors and officers of the Company may be or become directors or officers of other companies engaged in various business ventures. To avoid the possible conflict of interest which may arise between the directors’ duties to the Company and their responsibilities to the other companies on whose boards they serve, the directors and officers of the Company have agreed to the following:

·Participation in other business ventures offered to the directors will be allocated between the various companies and on the basis of prudent business judgment and the relative financial abilities and needs of the companies to participate;

·No commissions or other extraordinary consideration will be paid to such directors and officers; and

·Business opportunities formulated by or through other companies in which the directors and officers are involved will not be offered to the Company except on the same or better terms than the basis on which they are offered to third party participants.

“Penny Stock” Rules May Make Buying or Selling Our Common Stock Difficult, and Severely Limit Its Marketability and Liquidity

Because the Company’s securities are considered a penny stock, shareholders will be more limited in their ability to sell their shares. The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than US$5.00, other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or quotation system. Because the Company’s securities constitute “penny stocks” within the meaning of the rules, the rules apply to the Company and its securities. The rules may further affect the ability of owners of shares to sell the Company’s securities in any market that might develop for them. As long as the trading price of the Common Shares is less than US$5.00 per share, the Common Shares will be subject to Rule 15g-9 under the Exchange Act. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock, to deliver a standardized risk disclosure document prepared by the SEC, that:

·Contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading;

·Contains a description of the broker’s or dealer’s duties to the customer and of the rights and remedies available to the customer with respect to a violation to such duties or other requirements of securities laws;

·Contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and the significance of the spread between the bid and ask price;

·Contains a toll-free telephone number for inquiries on disciplinary actions;

·Defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and

·Contains such other information and is in such form, including language, type, size and format, as the SEC shall require by rule or regulation.

The broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer with: (a) bid and offer quotations for the penny stock; (b) the compensation of the broker-dealer and its salesperson in the transaction; (c) the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such shares; and (d) a monthly account statement showing the market value of each penny stock held in the customer’s account. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitably statement. These disclosure requirements may have the effect of reducing the trading activity in the secondary market for Common Shares.

Tax Issues

The income tax consequences related to the Common Shares will vary depending on the circumstances of each investor. Prospective investors should seek independent advice from their own tax and legal advisers before investing in Common Shares of the Company.

Other Risks and Uncertainties

Although the Company has tried to identify all significant risks, it may not have identified all the risks. There may be other risks.

The Company has sought to identify what it believes to be the most significant risks to its business. Still, it cannot predict whether, or to what extent, any of such risks may be realized, nor can it guarantee that it has identified all possible risks that might arise. Investors should carefully consider all such risk factors before making an investment decision with respect to the Company’s Common Shares.

Item 4. Information on the Company

A. History and Development of the Company

Company Name

The legal and commercial name of the company is Red Metal Resources Ltd.

Principal Office

The Company’s head office is located at 1130 West Pender Street, Suite 820, Vancouver, British Columbia, V6E 4A4. Its registered office address is 550 Burrard Street, Suite 2501, Vancouver, British Columbia V6C 2B5. The Company does not have an agent in the United States. The Company’s mailing address is 278 Bay Street, Suite 102, Thunder Bay, Ontario, P7B 1R8.

Corporate Information and Important Events

Red Metal Resources Ltd. was incorporated under the Nevada Business Corporations Act on January 10, 2005. On February 10, 2021, the Company changed its corporate jurisdiction from the State of Nevada to the Province of British Columbia through a process known as “conversion” under the Nevada Revised Statutes and “continuation” under the Business Corporations Act (British Columbia). Upon the Company’s continuation to British Columbia, the Articles

of Incorporation and Bylaws of the Company, under the Nevada Revised Statutes, were replaced with the Articles of the Company, under the Business Corporations Act (British Columbia). The authorized capital of the Company was amended to an unlimited number of common shares without par value.

On November 18, 2021, the Company filed a final non-offering prospectus with the British Columbia Securities Commission and became a reporting issuer in the Province of British Columbia. The common shares of the Company were approved for listing on the Canadian Securities Exchange (the “CSE”) and began trading under the symbol “RMES” at market open on November 25, 2021. Consequently, the Company became a reporting issuer in the province of Ontario. The Company’s common shares continue to trade on the OTC Link alternative trading system, specifically on the OTC Pink marketplace, under the symbol “RMESF”.

On August 21, 2007, the Company formed Minera Polymet Limitada (“Polymet”) as a limited liability company under the laws of the Republic of Chile. On September 28, 2015, the Company changed Polymet’s incorporation from a Limited Liability Company to a Closed Stock Corporation (“SpA”). As of the date of this Form 20-F, the Company owns 100% of Polymet, which holds its Chilean mineral property interests.

The Company is engaged in the business of mineral exploration in Chile and Canada with the objective of exploring and, if warranted, developing mineral properties. All of the Company’s Chilean mineral concessions are located in the Candelaria iron oxide copper-gold (IOCG) belt of the coastal cordillera, in the Carrizal Alto Mining District, III Region of Atacama, Chile. The Company has three active copper-gold projects on two properties, namely the Farellón and Perth Projects, both located on the Carrizal Property, and the Mateo Project located on the Mateo Property.

In Canada, the Company’s mineral claims are located in the Larder Lake Mining District of Ontario, along the Quebec border near Ville-Marie, Quebec, and in the Timiskaming Graben formation, approximately 15 km north of Ville-Marie, Quebec. As of the date of this Annual Report on Form 20-F, the Company’s total portfolio of claim blocks in this highly prospective discovery area consists of seven separate packages, covering 172 mineral claims and totalling over 4,546 hectares to the North, Northeast and Southwest of QIMC’s Hydrogen-in-soil sample discovery as well as covering similar geology to the west into Ontario. These claim blocks are contiguous on three sides to Quebec Innovative Materials Corp. and cover possible extensions in multiple directions. To date, 164 of the 172 claims have been approved by the Quebec Ministry of Natural Resources and Forests and the Ontario Ministry of Mines.

In addition to holding its Chilean and Canadian projects, as an exploration company, the Company periodically stakes, purchases, or options claims to allow sufficient time and access to thoroughly consider the geological potential of the claims.

The Company’s flagship project, the Farellón Project, is an early-stage exploration property consisting of eight mining concessions totalling 1,234 hectares.

Consistent with the Company’s historical practices, management continues to monitor costs by reviewing the Company’s mineral claims to determine whether they possess the geological indicators that economically justify the capital required to maintain or explore them. At the time of this Annual Report, Polymet has one employee and engages independent consultants on an as-needed basis. Most of the Company’s support, including vehicles, office space, and equipment, is supplied under short-term contracts. The only long-term commitments the Company has are for royalty payments on four of its mineral concessions: Farellón Alto 1-8, Quina 1-56, Exeter 1-54, and Che. These royalties are payable once exploitation begins. The Company is also required to pay property taxes that are due annually on all concessions included in its properties.

The cost and timing of all planned exploration programs are contingent upon the availability of qualified mining personnel, including consulting geologists, geotechnicians, and drillers, as well as drilling equipment. Although Chile and Canada have a well-trained and qualified mining workforce from which to draw, if the Company is unable to find the personnel and equipment needed at the prices budgeted for the programs, the Company might have to revise or postpone its exploration plans.

Capital Expenditures

During the years ended January 31, 2022 and 2023, the Company raised sufficient capital to continue exploration work on its Farellón Property. In the short to medium term, based on the positive results from multiple past exploration programs on the Farellón Project, the Company planned to carry out a two-phase drill program. The first phase of the drill program commenced on January 25, 2022, and was completed in the early March of 2022; it consisted of a nine-hole 2,010m drill program that tested the primary mineralization at depth that has, thus far, only been intersected in a few drill holes, and determine the potential of the cobalt mineralization in the sulfide zone.

The highlights of the first phase included the following:

·First hole on new zone intercepted six meters of vein with strong visible copper sulphides; further 1.5 km of untested strike length;

·All holes have intercepted visible copper sulphide mineralization and alteration associated with IOCG deposits; and

·Diamond drill core provided valuable alteration and structural information not seen in previous RC drilling.

During the fiscal year ended January 31, 2023, the Company continued sampling for drillholes; however, no visual estimates of grade have been made.

Due to a lack of operating capital, during the fiscal years ended January 31, 2025 and 2024, the Company conducted no material exploratory operations on any of its mineral properties, and the second phase of the drill program on the Farellón Project was postponed until Spring of 2025.

The Company commenced an extensive sampling and mapping work program in February 2025, designed to follow up on and extend previously identified veins that comprise approximately 15 km of veining extending along strike from the historic Carrizal Alto mine.

This active 2025 work program continues to delineate the vast vein system on the Carrizal property and will aid in refining future drill targets.

Acquisition of Point Piche and Larder Lake Projects

On October 30, 2024, the Company executed a definitive agreement (the “Quebec Agreement”) to acquire a 100% interest in three separate packages of mineral claims (11 mineral claims in total) and applications to acquire eight further mineral claims located within the Timiscaming Graben formation, approximately 15 km north of Ville Marie, Quebec, situated between two major mining cities and accessible by road (Route 101) (the “Point Piche Project”). On November 1, 2024, the Company executed an additional agreement to acquire four additional mineral claims, which were added to its Point Piche Project.

The Point Piche Project is contiguous to Quebec Innovative Materials Corp.’s (“QIMC”) recent expansion claims staking and in the area of the expansion of its natural, renewable hydrogen discovery.

Under the terms of the Quebec Agreement, the Company paid $5,000 and agreed to issue up to 1,600,000 common shares. Of these, 1,100,000 shares were issued on November 13, 2024, and the remaining 500,000 common shares will be issued once the remaining eight claim applications are approved. No royalty is to be paid out of any potential future revenue.

On December 2, 2024, the Company executed a definitive agreement (the “Ontario Agreement”) to acquire a 100% interest in three separate claim packages totaling 149 mineral claim units and 3,246 hectares located in Larder Lake Mining Division of Ontario (“Larder Lake Project”), contiguous to Quebec Innovative Materials Corp, and are accessible from the town of Timiskaming Shores by road and boat.

Under the terms of the Ontario Agreement, the Company agreed to a cash payment of $8,000 and to issue 2,250,000 common shares, which were issued on December 12, 2024. No royalty is to be paid out of any potential future revenue.

Takeover Offers

The Company is not aware of any indication of public takeover offers by third parties in respect of its common shares during the current and the two preceding financial years.

The U.S. Securities and Exchange Commission (SEC) maintains an internet site that contains reports, proxy statements, information statements, and other information regarding issuers that file electronically with the SEC. The address of that site is http://www.sec.gov.

Additional information can be found on the Company’s website at http://www.redmetalresources.com/ and on Sedar+ at www.sedarplus.ca.

B. Business Overview

Nature of Operations and Principal Activities

The Company is engaged in the business of mineral exploration in Chile and in Canada with the objective of exploring and, if warranted, developing mineral properties. All of the Company’s Chilean mineral concessions are located in the Candelaria iron oxide copper-gold (IOCG) belt of the coastal cordillera, in the Carrizal Alto Mining District, III Region of Atacama, Chile. The Company has three copper-gold projects on two properties, namely the Farellón and Perth Projects, both located on the Carrizal Property, and the Mateo Project located on the Mateo Property.

The Company’s flagship project, the Farellón Project, is an early-stage exploration project comprising eight exploitation concessions covering a total area of 1,234 hectares.

The Company acquired the initial mining claim for the Farellón Project pursuant to an assignment agreement between Polymet and Minera Farellón Limitada (“Minera Farellón”) dated September 25, 2007, and amended on November 20, 2007. Under the terms of the assignment agreement, Minera Farellón agreed to assign to Polymet its option to buy the Farellón 1-8 mining concession. Polymet acquired the option on April 25, 2008, and concurrently assumed all of Minera Farellón’s rights and obligations under the Farellón option agreement. Polymet exercised the option and bought the property from the vendor on April 25, 2008. The patented mining concessions are registered in the name of and owned 100% by Polymet.

On September 17, 2008, the Company acquired the Cecil 1-49, Cecil 1-40 and Burghley 1-60 claims for an aggregate purchase price of $27,676. On December 1, 2009, the Company initiated the manifestación process by applying to convert the Cecil 1-40 and Burghley 1-60 exploration (pedimento) claims to mining (mensura) claims. In January 2013, the Company abandoned the manifestacion process for the Cecil 1-40 and Burghley 1-60 claims as the Company discovered that the most prospective ground, as outlined in the Company’s prospecting and mapping program completed in April 2012, was covered by several mensuras underlying both claims.

On August 21, 2012, the Company acquired four mineral claims - Azucar 6-25, Kahuna 1-40, Stamford 61-101, and Teresita - through a government auction for a total price of $19,784.

On December 15, 2014, the Company entered into an option agreement with David Marcus Mitchell to acquire a 100% interest in the Quina 1-56 clam (the “Quina Claim”). The Quina Claim covers 251 hectares and is centered at 310,063 east and 6,890,435 south UTM PSAD56 Zone 19 and is contiguous to the Farellón Property. Acquisition of the Quina Claim added approximately 2 kilometers of strike length of the Farellón Veins. To acquire 100% interest in

the Quina Claim, the Company made a total of $150,000 in combined stock and cash payments, completing the acquisition on December 15, 2018.

On June 3, 2015, the Company entered into an option agreement, effective as of June 15, 2015, with Minera Stamford S.A. to earn a 100% interest in a mining claim known as “Exeter 1-54” (the “Exeter Claim”). The Exeter claim totals 235 hectares and is contiguous to the Farellón Property, which is located in the Carrizal Alto mining district, located approximately 75 kilometers northwest of the city of Vallenar, 150 kilometers south of Copiapo and 20 kilometers west of the Pan American Highway. To acquire 100% interest in the Exeter claim, the Company paid a total of $150,000 and completed the transaction on May 12, 2019.

These properties comprise substantial land holdings in a historical mining district that was a prolific past producer, shut down due to economic conditions rather than the exhaustion of deposits. The Company’s Carrizal Property, adjacent and contiguous to the Carrizal Alto Mine, has undergone only limited modern exploration, which has so far demonstrated the potential of the property to host a mineralized deposit.

The Company’s Perth and Mateo Projects are both early-stage exploration projects. The Perth Project comprises 13 mining concessions covering 2,044 hectares, and the Mateo Project consists of 5 mineral concessions covering 182 hectares. Both projects are 100% owned by Polymet.

To date, the Company has not determined whether its claims contain economically recoverable mineral reserves and has not generated revenues from its principal business.

Principal Market and Revenues

The Company does not currently have any market, as it has not yet identified any mineral resource on any of the Company’s properties that is of a commercially exploitable quantity. If the Company succeeds in identifying a mineral resource in commercially exploitable quantities, its principal markets will consist of metals refineries, base metal traders and dealers. The Company’s first customer is likely to be ENAMI, the Chilean national mining company, which refines and smelts copper from the ore it purchases from Chile’s small- and medium-scale miners. ENAMI is located in Vallenar. The Company could also sell its ore to the Dos Amigos heap leach facility located approximately fifty kilometers south of Vallenar in Domeyko.

To date, the Company has not generated any revenues from any of its properties.

Seasonality of the Business

The Company’s mineral exploration activities in Chile are not subject to seasonal variation due to the year-round favourable weather conditions in that region. However, the Company has recently acquired mineral properties in Quebec and Ontario, Canada, where exploration activities may be subject to seasonal limitations. In particular, adverse winter weather conditions in these provinces may restrict or delay certain fieldwork during the colder months.

Sources and Availability of Raw Materials

The raw materials for the Company’s exploration programs include camp equipment, hand exploration tools, sample bags, first aid supplies, groceries and propane. All of these types of materials are readily available from various local suppliers.

Marketing Channels

The Company does not currently have any market, as it has not yet identified any mineral resource on any of its properties that is of a commercially exploitable quantity, and therefore does not currently engage in marketing activities.

Patents and Licenses; Industrial, Commercial and Financial Contracts; and New Manufacturing Processes

In conducting its business operations, the Company does not depend on any patented or licensed processes, technologies, industrial, commercial, or financial contracts, or new manufacturing processes.

Competitive Conditions

The mineral exploration business is a highly competitive industry. The Company competes with numerous other exploration companies seeking minerals. We are one of the smallest exploration companies and a very small participant in the mineral exploration business. As a junior mineral exploration company, Red Metal compete with other similar companies for financing, joint venture partners, and resources such as professional geologists, camp staff, helicopters, mineral exploration contractors and supplies. The Company does not represent a competitive presence in the industry.

Governmental Regulations

If the Company fails to comply with applicable environmental, health, and safety laws and regulations, it may be fined, prevented from continuing its operations, and face other penalties. Although the Company makes every effort to comply with these laws and regulations, it cannot provide assurance that it has fully complied or will consistently comply with them.

Environmental and Safety Regulations and Risks

Environmental laws and regulations may affect the operations of the Company. These laws and regulations set various standards regulating certain aspects of health and environmental quality. They provide for penalties and other liabilities for the violation of such standards and establish, in certain circumstances, obligations to rehabilitate current and former facilities and locations where operations are or were conducted. Permission to operate can be withdrawn temporarily where there is evidence of serious breaches of health and safety standards, or even permanently in the case of extreme breaches. Significant liabilities could be imposed on the Company for damages, clean-up costs or penalties in the event of certain discharges into the environment, environmental damage caused by previous owners of acquired properties or noncompliance with environmental laws or regulations. In all major developments, the Company generally relies on recognized designers and development contractors from whom the Company will, in the first instance, seek indemnities. The Company minimizes risks by taking steps to ensure compliance with environmental, health and safety laws and regulations and operating to applicable environmental standards. There is a risk that environmental laws and regulations may become more onerous, making the Company’s operations more expensive.

C. Organizational Structure

The Company owns 100% of Minera Polymet SpA (“Polymet”), a corporation organized under the laws of the Republic of Chile on August 21, 2007. Polymet holds the Company’s Chilean mineral property interests and, to comply with Chilean legal requirements, Polymet has appointed a legal representative in Chile. Polymet’s head office is located in Vallenar, III Region of Atacama, Chile.

D. Property, Plant and Equipment

The Company’s executive office is located at 1130 West Pender Street, Suite 820, Vancouver, British Columbia V6E 4A4, Canada. The Company rents this location from its CFO at no cost. This space accommodates the Company’s finance and administrative departments.

The Company’s secondary office is located at 278 Bay Street, Suite 102, Thunder Bay, ON P7B 1R8. The Company rents this location from Fladgate Exploration Consulting Corporation (“Fladgate”), a company owned by Ms. Caitlin Jeffs, director and CEO of Red Metal, and Mr. Michael Thompson, director and VP of Exploration for Red Metal, who each hold 33% of Fladgate. The Thunder Bay office is provided to the Company free of charge. This space acts as the Company’s mailing address, and accommodates Ms. Jeffs and Mr. Thompson, as well as provides geological support.

The Company’s Chilean office is located in Vallenar, the III Region of Atacama, Chile. This office is provided to the Company free of charge by Mr. Jeffs, the Company’s major shareholder and father of the Company’s CEO, Caitlin Jeffs.

The Company believes that the existing space is adequate for the Company’s current needs. Should the Company require additional space, the Company believes that such space can be secured on commercially reasonable terms.

Overview of Mineral Properties

Mineral Properties Located in Chile

The Company has assembled its Chilean mineral properties through a number of transactions since 2007. These properties are identified and further detailed in the table below as the Carrizal Property, containing the Farellón and Perth Project areas, and the Mateo Property:

Table 1 - Mineral Properties Located in Chile

	Percentage,	Hectares
Property	type of claim	Gross area	Net area(a)
Farellón
Farellón Alto 1 - 8	100%, mensura	66
Quina 1 - 56	100%, mensura	251
Exeter 1 - 54	100%, mensura	235
Cecil 1 - 49	100%, mensura	228
Teresita	100%, mensura	1
Azucar 6 - 25	100%, mensura	88
Stamford 61 - 101	100%, mensura	165
Kahuna 1 - 40	100%, mensura	200
		1,234	1,234

	Percentage,	Hectares
Property	type of claim	Gross area	Net area(a)
Perth
Perth 1-36	100%, mensura	109
Rey Arturo 1-30	100%, mensura	276
Lancelot 1 1-27	100%, mensura	260
Galahad IA 1 44	100%, mensura	217
Camelot 1 53	100%, mensura	227
Percival 4 1 60	100%, mensura	300
Tristan II A 1 55	100%, mensura	261
Galahad IB 1 3	100%, mensura	10
Tristan II B 1 4	100%, mensura	7
Merlin IB 1 10	100%, mensura	38
Merlin A 1 48	100%, mensura	220
Lancelot II 1 23	100%, mensura	115
Galahad IC	100%, mensura	4
		2,044	2,044
Mateo
Margarita	100%, mensura	56
Che 1 and Che 2	100%, mensura	76
Irene and Irene II	100%, mensura	60
		192
Overlapped claims(a)		(10)	182
			3,460

(a)Irene and Irene II overlap each other; resulting in the net area of both claims being 50 hectares.

Carrizal Property - Farellón and Perth Projects

Technical Report

The information in this Annual Report on Form 20-F with respect to the Carrizal Property is mostly derived from the report titled “Independent Technical Report on the Carrizal Cu-Co-Au Property” dated August 31, 2021, with an effective date of August 1, 2021, written by Scott Jobin-Bevans, Ph.D., PMP, P. Geo of Caracle Creek International Consulting Inc. (the “Technical Report”). The Technical Report has been prepared in accordance with the requirements of National Instrument 43-101 - Standards of Disclosure for Mineral Projects (“NI 43-101”). Mr. Jobin-Bevans is an independent “Qualified Person” for purposes of NI 43-101. The full text of the Technical Report is available for review at the mailing address of the Company at 278 Bay Street, Suite 102, Thunder Bay, Ontario, P7B 1R8, and may also be accessed online under the Company’s SEDAR profile at www.sedarplus.ca and on the Company’s website http://www.redmetalresources.com. Any information provided with respect to work completed after January 2022 has been added by management.

Property Description and Location

The Carrizal Property is located approximately 700 km north of Chile’s capital city of Santiago, in Region III, referred to as the “Region de Atacama”. The Carrizal Property lies within the Carrizal Alto Mining District, straddling the border between Huasco and Copiapo provinces, approximately 75 km northwest of the City of Vallenar, 150 km south of Copiapo, and 20 km west of the Pan-American Highway. The centre of the Carrizal Property is situated at coordinates 308750 mE and 6895000 mN (PSAD56 UTM Zone 19, Southern Hemisphere).

The Carrizal Property has historically been subdivided into two separate projects, namely the Perth and Farellón project areas, representing roughly the northern and southern halves of the Carrizal Property, respectively. The Carrizal Property consists of 21 exploitation concessions (‘mensuras’). The Carrizal Property covers a total area of 3,278 hectares (2,044 ha in the Perth Project and 1,234 ha in the Farellón Project).

Figure 1 - Location of the Farellón and Perth projects claim blocks of the Carrizal Property, Region III, Region de Atacama, northern Chile

Accessibility

The Carrizal Property is readily accessible from the City of Vallenar, Chile, via both paved and well-maintained dirt roads. Access is primarily gained by taking the Pan-American highway (Ruta 5) north from Vallenar to the Carrizal turn-off (approximately 20 km north). From the turn-off, a well-maintained dirt road runs to the CMP Cerro Colorado iron mine and continues to Canto del Agua and towards Carrizal Alto. From this route, a dirt side road then leads directly to the Carrizal Property.

Title/Interest

The Company owns all of the concessions in the Carrizal Property through the right of title.

Surface Rights and Legal Access

The surface rights of the Carrizal Property are owned by the Chilean government; however, if the Carrizal Property is developed and mined at a later date, the surface rights will need to be secured as part of the permitting process. Surface rights are rented to mines for the life of the mine by the Chilean government, and claim holders have legal, unimpeded access to their pedimentos and mensuras.

Other Land Tenure Agreements

There are pre-existing Net Smelter Return Royalties (“NSR”) on the properties as outlined in Table 2 below, and there are no other known land tenure agreements regarding the Carrizal Property. To date, only the existing mensuras and those that are in progress have been surveyed by the Chilean government. The remaining concessions, which are exploration pedimentos, do not require a survey until an application has been made to transfer them to mensuras.

Table 2 - Pre-existing NSRs on various concessions, Carrizal Property

Concession Name	Concession<br><br><br>Type	Concession<br><br><br>Number	NSR<br><br><br>(%)	Buy Back<br><br><br>US$	NSR2<br><br><br>(%)*
Southern claim block<br><br><br>(Farellón)
Farellón Alto 1 - 8	Mensura	033030156-2	1.5*	600,000	1.5
Cecil 1 - 49	Mensura	033030329-8			2.5
Azúcar 6 - 25	Mensura	033030342-5			2.5
Kahuna 1 - 40	Mensura	033030360-3			2.5
Stamford 61 - 101	Mensura	033030334-4			2.5
Teresita	Mensura	033030361-1			2.5
Quina 1 - 56	Mensura	033030398-0	1.5*	1,500,000	1.5
Exeter 1 - 54	Mensura	033030336-0	1.5*	750,000	1.5
Northern claim block<br><br><br>(Perth)
Perth 1 - 36	Mensura	033030383-2			2.5
Rey Arturo 1 - 30	Mensura	033030638-6			2.5
Lancelot 1 1 - 27	Mensura	033022832-6			2.5
Galahad IA 1 - 44	Mensura	03201D252-K			2.5
Camelot 1 - 53	Mensura	03201D253-8			2.5
Percival 4 1 - 60	Mensura	03201D256-2			2.5
Tristan II A 1 - 55	Mensura	03201D264-3			2.5
Galahad IB 1 - 3	Mensura	03201D55-4			2.5
Tristan II B 1 - 4	Mensura	03201D251-1			2.5
Merlin IB 1 - 10	Mensura	033030691-2			2.5
Merlin A 1 - 48	Mensura	033030692-0			2.5
Lancelot II 1 - 23	Mensura	033030690-4			2.5
Galahad IC	Mensura	03201D254-6			2.5

Pursuant to Mining Royalty Agreements dated July 29, 2020 (“Mining Royalty Agreements”), Polymet offered royalties to each of Richard Jeffs, Caitlin Jeffs and Joao (John) Da Costa (each a “Royalty Holder”) for total aggregate consideration of US$5,000. The Mining Royalty Agreements have not been finalized in accordance with Chilean law. Upon finalization, according to Chilean law, any future royalties arising from the sale of mineral and other materials from the mining properties listed in the table below (collectively, the “Carrizal Property”) will be payable to each of the Royalty Holders in accordance with the terms of their respective Mining Royalty Agreements. The royalty payments are only payable once Polymet initiates or restarts the operation, exploitation, and subsequent sale of minerals and other materials from the Properties.

Table 3 - Net Smelter Returns Royalty to be paid (%)

Property	Richard Jeffs,<br><br><br>Major<br><br><br>Shareholder(1)	Caitlin<br><br><br>Jeffs,<br><br><br>CEO and<br><br><br>Director(1)	Joao Da<br><br><br>Costa,<br><br><br>CFO and<br><br><br>Director(1)	Cecilia<br><br><br>Alday	David<br><br><br>Mitchell	Minera<br><br><br>Stamford<br><br><br>S.A.
Farellón Alto 1 - 8(2)	0.75	0.45	0.30	1.5
Cecil 1 - 49	1.25	0.75	0.50
Azúcar 6 - 25	1.25	0.75	0.50
Kahuna 1 - 40	1.25	0.75	0.50
Stamford 61 - 101	1.25	0.75	0.50
Teresita	1.25	0.75	0.50
Quina 1 - 56 (3)	0.75	0.45	0.30		1.5
Exeter 1 - 54(4)	0.75	0.45	0.30			1.5

Property	Richard Jeffs,<br><br><br>Major<br><br><br>Shareholder(1)	Caitlin<br><br><br>Jeffs,<br><br><br>CEO and<br><br><br>Director(1)	Joao Da<br><br><br>Costa,<br><br><br>CFO and<br><br><br>Director(1)
Perth 1 - 36	1.25	0.75	0.50
Rey Arturo 1 - 30	1.25	0.75	0.50
Lancelot II 1 - 40	1.25	0.75	0.50
Lancelot 1 1 - 27	1.25	0.75	0.50
Merlin IB 1 - 10	1.25	0.75	0.50
Merlin I A 1 - 48	1.25	0.75	0.50
Tristan II B 1 - 4	1.25	0.75	0.50
Galahad IA 1 - 44	1.25	0.75	0.50
Camelot 1 - 60	1.25	0.75	0.50
Galahad I C 1 - 60	1.25	0.75	0.50
Tristan II A 1 - 60	1.25	0.75	0.50
Galahad I B 1 - 3	1.25	0.75	0.50
Percival 4 1 - 60	1.25	0.75	0.50

Notes:

(1)Each of the NSR’s to Richard Jeffs, Caitlin Jeffs and Joao Da Costa will be paid quarterly once commercial exploitation begins and will be paid on gold, silver, copper and cobalt sales. If, within two years, the Company does not commence commercial exploitation of the mineral properties, an annual payment of US$10,000 per Royalty Holder will be paid. Pursuant to Chilean law, this agreement is not fully complete until registered against the land title in Chile.

(2)Farellón Alto 1 - 8 is subject to a royalty in favor of Cecilia Alday Limitada equal to 1.5% of the net smelter return that Polymet receives from the property to a maximum of US$600,000. The royalty is payable monthly and is subject to a monthly minimum of US$1,000 when mining operations are active.

(3)Red Metal has the right to buy out the royalty for a one-time payment of US$1,500,000.

(4)Red Metal has the right to buy out the royalty for a one-time payment of US$750,000.

Mineral Tenure

Chile’s current mining and land tenure policies were incorporated into laws in 1982 and amended in 1983. The laws were established to secure the property rights of both domestic and foreign investors and to stimulate mining development in Chile. While the state owns all mineral resources, exploration and exploitation of these resources are permitted by acquiring mining concessions, which are granted by the courts according to the law.

Concessions are defined by UTM coordinates representing the centre-point of the concession and dimensions (in metres) in north-south and east-west directions. There are two kinds of concessions, mining and exploration, and three possible stages of a concession to get from an exploration concession to a mining concession: ‘pedimento’, ‘manifestacion’, and ‘mensura’ (see below for descriptions). An exploration concession (‘pedimento’) can be placed on any area, whereas the survey to establish a permanent exploitation concession (‘mensura’) can only be effected on “free” areas where no other mensuras exist.

Pedimento

A pedimento is an initial exploration concession with well-defined UTM coordinates delineating the north-south and east-west boundaries. The minimum size of a pedimento is 100 ha, and the maximum is 5000 ha, with a maximum length-to-width ratio of 5:1. A pedimento is valid for a maximum period of 2 years. At the end of the 2-year period, it can either be reduced in size by at least 50% and renewed for an additional 2 years or entered into the process to establish a permanent concession by converting it into a manifestacion. New pedimentos are allowed to overlap pre-existing pedimentos. However, the pedimento with the earliest filing date always takes precedence, provided the concession holder maintains their concession in accordance with the Mining Code of Chile and the applicable regulations.

Manifestacion

Before a pedimento expires, or at any stage during its two-year life (including the first day the pedimento is registered), it may be converted to a manifestacion. A manifestacion is valid for 220 days, and then prior to the expiry date, the owner must request an upgrade to a mensura.

Mensura

Prior to the expiration of a manifestacion, the owner must request a survey (mensura). After acceptance of the Survey Request (‘Solicitud de Mensura’), the owner has approximately 12 months to have the concession surveyed by a government-licensed surveyor. The surrounding concession owners may witness the survey, which is subsequently described in a legal format and presented to the National Mining Service of Chile (Sernageomin) for technical review, which includes field inspection and verification. Following the technical approval by Sernageomin, the file returns to a judge of the appropriate jurisdiction, who dictates the constitution of the claim as a mensura (equivalent to a patented claim in Canada). Once constituted, an abstract describing the claim is published in Chile’s official mining bulletin (published weekly), and 30 days later the claim can be inscribed in the appropriate Mining Registry (Conservador de Minas).

Once constituted, a mensura is a permanent property right, with no expiration date. As long as the annual fees (‘patentes’) are paid in a timely manner (from March to May of each year), clear title and ownership of the mineral rights are assured in perpetuity. Failure to pay the annual patentes for an extended period can result in the concession being listed for ‘remate’ (auction sale), wherein a third party may acquire a concession for the payment of back taxes owed (plus a penalty payment). In such a case, the claim is included in a list published 30 days prior to the auction, and the owner has the possibility of paying the back taxes plus penalty and thus removing the claim from the auction list.

Due to the complicated nature of the land tenure system in Chile, Red Metal engages a land tenure specialist who monitors any changes in regulatory requirements or status of mineral claims within the areas of interest of the Company.

Environmental Liabilities

There are no known environmental liabilities within the Carrizal Property. The Company has not applied for any environmental permits on the Carrizal Property and has been advised that none of the exploration work completed to date requires an environmental permit. For all exploration work in Chile, any damage done to the land must be repaired.

The Llanos de Challe National Park, which was created in July 1994, covers the southern 750 m of the Farellón Alto 1-8 concession. According to the Mining Code of Chile, to mine or complete any exploration work within the park boundaries, the Company will be required to get written authorization from the Chilean government.

Exploration History

Introduction and Regional History

Mining has played an important role in Chile’s economy, starting in the 16th century, with gold, silver and copper being mined from high-grade deposits. Copper mining, in particular, has employed a significant portion of the population both directly and indirectly over the last 100 years. Historically, the most significant mineral producing zone in Chile has been the Coastal Cordillera, ranging between 50 and 100 km wide, extending over 2,500 km from Valparaiso in the south, northward to the Peruvian border.

The Carrizal Alto Mine area is located within this prolific Coastal Cordilleran range, in the Atacama III Region of northern Chile, between Copiapó and Vallenar. Historical records indicate that copper mining commenced at Carrizal Alto in the 1820s and continued on a significant scale, mostly by British companies, until 1891, when disastrous flooding occurred, and mines closed. Historical reports indicate that the larger mines were obtaining good grades over significant widths in the bottom workings at the time of closure. Very little information regarding mining has survived,

but there is a small amount of historical data located in the SERNAGEOMIN National Archives in Santiago, Chile. Up until 1891, mining at the Carrizal Alto Mine site produced over 3 million tonnes of Cu ore, grading between 5 and 15% copper (National Archives in Santiago, Chile). There was also a large quantity of direct shipping ore at 12% copper. At one time there was a considerable body of tailings present to support these figures, however this material has been reprocessed and depleted due to the high prices of gold and copper over the last few years.

The Carrizal Alto Mine area contains a series of northeast-trending shear structures, including the principal vein systems of ‘Mina Grande’ and ‘Armonia’. Both vein systems have been worked on extensively. The Mina Grande shear contains workings that extend for over 2.5 km as a nearly continuous line of pits, collapsed stopes, narrow open cuts and numerous shafts. The Armonia vein system is similar, extending for 1.8 km. Oxidation depths range from 50 to 150 m, and judging from remnant material, many of the veins were probably worked to this depth and then abandoned as sulfide mineralization was reached.

In the most productive zone at Mina Grande (which stretches for 1.5 km), the mineralized vein reached 15 m in width and is composed of quartz, sericite, chalcopyrite and pyrite. Amphibole-rich seams occur proximal to the diorite wall rock, which also frequently contains chalcopyrite and pyrite-bearing impregnations and smaller veins. The main producing mine in the Carrizal Alto Mine area was the Veta Principal on the Mina Grande shear, which was mined to a depth of 400 m along a strike of 1.8 km and over a width varying from 2-15 m. The deepest workings reached 600 m. Several slag dumps remain at old sites of local smelters treating the sulfide ores. Carrizal Alto, despite spectacular past production from the Capote, Mina Grande, and Armonia mines, has remained virtually untouched since the brief gold revival of the 1930s.

The current Carrizal Property is comprised of two contiguous blocks, namely the Farellón to the south and Perth to the north (Figure 1). Both of these blocks border the historically-productive Carrizal Alto Mine to the east, sharing geological and mineralogical attributes, and for consistency, the historical names have been retained.

Farellón Project Area

The Farellón block of concessions, which is contiguous with the Carrizal Alto Mine area, was mined on a limited basis in the 1940s. Very little information remains from this time period, except for a few plans of the limited underground mining (SERNAGEOMIN National Archives, Santiago, Chile).

In 1963, eight samples were taken from two high-grade veins from the accessible workings within the Farellón project area, namely Veta Pique and Veta Naciente. These samples were analyzed for copper, gold, silver, and gangue oxides (Table 4). Unfortunately, no units of measure were provided in the 1963 report accompanying the assay grades, although wt% is most likely for copper. In conjunction with historic records from the 1940s, this information was incorporated into a mineral resource estimate (see below).

In the 2010 Technical Report by Micon on the Company’s Farellón Property (which corresponds roughly to the current Farellón Project area), the author stated that “no attempt was made to verify the sampling program of 1963, as the workings were not entirely accessible and there is no sample location map upon which to attempt to duplicate the samples” (Lewis, 2010).

Table 4 - Grades of Cu, Au, and Ag from Veins of the Farellón Project

Sample		Length	Grade
Number	Vein	(m)	Cu	Au	Ag	CaO	FeO	MgO	SiO2
1	Veta Pique	2.5	1.8	0.5	5	47.89	6.54	0.27	1.34
2	Veta Pique	2.45	6.9	1	20	31.14	13.77	0.3	2
3	Veta Pique	3	3	1	10	46.43	5.86	0.26	2.5
4	Veta Pique	1	1.2	0.2	5	31.52	3.49	0.3	25.66
5	Veta Naciente	2	2.4	0.5	5	47.99	5.52	0.32	1.5
6	Veta Naciente	1.8	3	1	5	38.25	6.09	0.23	17.84
7	Veta Pique	1.7	1.7	0.5	3	43.77	4.51	0.28	10
8	Veta Naciente	0.8	1.6	0.5	3	28.8	3.71	0.23	29.54
Total*		1.8	2.1	0.6	5	40.66	5.1	0.27	12.62

* The arithmetic average for the total in the table excludes Sample 2.

Derived from the 1963 report in the Sernageomin files, National Archives, Chile.

Oliver Resources, an Irish-based company, through its Chilean subsidiary Oliver Resources Chile Ltda., briefly explored the Farellón Property in 1990 with a stream sediment sampling program and sampling of the Farellón Alto and Bajo mine dumps.

The Farellón Property was incorporated into a larger land package called the Azucar Project in the 1990s, owned by Minera Stamford S.A. (Minera Stamford), a Chilean exploration company. In a joint venture with Metalsearch, an Australian company, exploration on these concessions included geological mapping, rock chip sampling, soil geochemistry, reverse circulation (RC) drilling and metallurgical sampling. Geological mapping of the Azucar project showed a NE-trending sheared contact 50 to 200 m wide, containing significant consistent mineralization along a 2 km strike length. Minera Stamford collected 152 rock chip and dump samples from prospective areas along the mineralized shear zone, of which 36 samples fell within the boundary of the Farellón Project. Samples were analyzed for gold, copper and cobalt. The highest gold sample within the Farellón Property was 13.50 g/t Au, the highest copper result was 6.15% Cu, and the highest cobalt result was 0.68% Co.

A reverse circulation drilling program of 33 holes totaling 6,486 m was completed between 1996 and 1997 targeting the shear zone on the Azucar property by the JV between Minera Stamford and Metalsearch. Twenty-two (22) of these holes were located within the Farellón Project area, representing a total of 3918 m. Drill holes were placed at irregular intervals along the mineralized shear zone, and the holes were sampled at regular 1 m intervals along their entire length. Results of this drill campaign confirmed the consistent presence of mineralization in the shear zone to a vertical depth of >

Table 5 - Summary of the Minera Stamford-Metalsearch JV Reverse Circulation Drill Hole Statistics for the Farellón Project area

	UTM Coordinates
Hole Number	Easting	Northern	Elevation<br><br><br>(m)	Azimuth<br><br><br>(°)	Dip<br><br><br>(°)	Depth<br><br><br>(m)
FAR-96-06	308962.3	6888011	573	110	-62	100
FAR-96-07	308954.2	6888059	560	110	-62	163
FAR-96-09	309131.2	6888706	552	95	-65	242
FAR-96-010	309167.3	6888980	557	112	-75	211
FAR-96-011	309155.5	6888870	565	102	-62	169
FAR-96-013	309092.8	6888659	540	110	-65	257
FAR-96-014	309131.5	6888703	552	90	-90	203
FAR-96-015	309155	6888867	565	90	-90	200
FAR-96-016	309128.3	6888882	565	111	-65	200
FAR-96-017	309165.4	6888979	557	90	-90	200
FAR-96-018	309181	6889026	562	115	-65	51
FAR-96-019	309180	6889026	562	90	-90	200
FAR-96-020	309138.7	6888640	553	140	-65	150
FAR-96-021	309137.9	6888641	553	90	-90	200
FAR-96-022	309086.1	6888591	564	131	-65	150
FAR-96-023	309085.3	6888601	564	90	-90	200
FAR-96-024	309057.6	6888503	544	110	-65	150
FAR-96-025	309056.6	6888503	544	90	-90	172
FAR-96-026	309029.9	6888387	544	140	-65	150
FAR-96-027	309029.3	6888387	544	90	-90	199
FAR-96-028	309337.5	6889279	500	112	-65	150
FAR-96-029	309336.5	6889280	500	90	-90	201
Total						3,918

Table provided by Red Metal Resources Ltd.

Table 6 - Summary of significant intercepts from the 1996-1997 RC Drilling Program by Minera Stamford and Metalsearch within the Farellón Project area

	Significant Interval (m)			Assay Results
Drill Hole	From	To	Length	Gold<br><br><br>(g/t)	Copper<br><br><br>(%)	Cobalt<br><br><br>(%)
FAR-96-06	49	54	5	0.15	0.73	0.01
FAR-96-07	25	34	9	0.38	1.05	0.02
FAR-96-09	57	84	27	0.51	0.91	0.03
FAR-96-010	31	36	5	1	0.68	0.04
FAR-96-011	20	26	6	0.67	0.46	0.02
FAR-96-013	86	93	7	0.87	1.68	0.04
FAR-96-014	77	83	6	0.66	0.85	0.06
FAR-96-015	59	79	20	0.99	0.98	0.06
	99	109	10	0.18	1.02	0.03
FAR-96-016	24	26	2	0.95	1.57	0.02
	64	70	6	0.73	0.81	0.07
FAR-96-020	14	16	2	0.46	1.85	0.05
	39	43	4	0.75	0.9	0.03
FAR-96-021	22	25	3	4.17	5.29	0.11
FAR-96-022	29	39	10	1.53	1.31	0.04
FAR-96-022	100	108	8	3.72	2.49	0.06
FAR-96-023	50	53	3	0.48	1.1	0.06
	59	64	5	0.28	0.78	0.03
	132	147	15	0.6	1.42	0.03
FAR-96-024	33	36	3	0.94	2.89	0.06
FAR-96-025	65	85	20	0.97	1.22	0.02
FAR-96-028	55	58	3	0.12	0.52	0.06
FAR-96-029	30	34	4	0.18	1.15	0.07

The historic Farellón workings are in metamorphic units within the sheared metamorphic/tonalite contact zone, which is about 200 m wide. The workings are large but restricted to the oxide zone and range from 1-20 m wide. A sample of the wall rock and quartz-veined metamorphic rocks taken by Minera Stamford returned 3.0% copper, 1.4 g/t gold, 0.08% cobalt, and 1.1% arsenic.

The lower Farellón workings are several hundred metres to the south and associated with massive siderite. A sample collected by Minera Stamford of the lode material returned 5.6% copper, 2.4 g/t gold, 0.02% cobalt. A 20-ton trial parcel of material from the Farellón workings in the 1950s is reported to have returned over 1% cobalt.

The Company acquired the rights to the Farellón Property on April 25, 2008, upon its Chilean subsidiary exercising the option to buy the property from Minera Farellón. The Company drilled five RC drill holes in 2009, totaling 725 m using a Tramrock Dx40 RC rig. This larger rig necessitated widening existing roads rehabilitating access to old drill pads. The drill program was designed to twin some of the Minera Stamford 1996-1997 drill holes for data verification, as no geological information was recovered from the Minera Stamford drill program and assays were not accompanied by laboratory certificates. One drill hole tested 100 m below the known mineralization, and another hole tested continuity of mineralization between previously drilled sections.

Collar locations and azimuths for the 2009 drilling were surveyed using a total station surveying tool. Each drill hole had 1.5 m of blue PVC piping added to it as a surface pre-collar which was cemented into place to permanently denote the drill hole location. Downhole surveys were completed on all drill holes from the 2009 program and on six drill holes from the 1996-1997 Minera Stamford program (holes 9, 14, 20, 21, 22, and 23). Surveying of all historic drill holes surrounding the current drilling was attempted, but some of the holes were caved and the survey tool was unable to be lowered into the hole.

Table 7 - Summary of Red Metal’s 2009 RC Drill Program on the Farellón Project

	UTM Coordinates
Hole<br><br><br>Number	Easting	Northern	Elevation<br><br><br>(m)	Azimuth<br><br><br>(°)	Dip<br><br><br>(°)	Depth<br><br><br>(m)	Comments
FAR-09-A	309,086	6,888,591	550	131	-65	125	twinning FAR-96-22
FAR-09-B	309,125	6,888,709	560	95	-65	100	twinning FAR-96-09
FAR-09-C	309,127	6,888,922	555	105	-65	145	testing continuity between sections
FAR-09-D	308,955	6,888,696	539	95	-65	287	testing depth extent of mineralization
FAR-09-E	309,133	6,888,645	551	Vertical	-90	68	twinning FAR-96-21
Total						725

Table 8 contains the significant intervals calculated from the 2009 RC drill program by the Company. The intervals are reported as core lengths, as the true width of the mineralized zones have not been determined.

Table 8 - Summary of significant intercepts from Red Metal’s 2009 RC Drill Program on the Farellón Project

Drill	Assay Interval (m)				Assay Grade
Hole<br><br><br>Number		From	To	Core<br><br><br>Length	Gold<br><br><br>(g/t)	Copper<br><br><br>(%)	Cobalt<br><br><br>(%)
FAR-09-A		32	37	5	0.59	1.3	0.02
		97	106	9	0.44	1.63	0.04
	including	103	106	3	0.48	2.49	0.07
FAR-09-B		56	96	40	0.27	0.55	0.02
	including	60	63	7	0.46	1.42	0.04
		75	87	12	0.71	1.28	0.03
FAR-09-C		77	82	5	4.16	2.57	0.05
FAR-09-D		95	134	39	0.11	0.58	0.01
	including	95	103	8	0.33	2.02	0.02
FAR-09-E		25	30	5	0.54	1.35	0.02
		65	68	3	0.58	1.46	0.06

Results from the 2009 drilling confirmed the general location and tenor of the mineralization determined during the 1996-1997 Minera Stamford drilling program, however, the 2009 program was not able to reproduce the historical gold assays within holes FAR-09-A and FAR-09-E, designed to duplicate historical holes FAR-96-22 and FAR-96-21, respectively. In the case of FAR-09-E, the disparity between the historical 1996-1997 and 2009 assays was also found with respect to copper. All drill holes during the 2009 drilling program intersected oxide facies mineralization with only minor amounts of sulfide (e.g. hole FAR-09-D).

In 2011, the Company completed a second drilling program, consisting of nine reverse circulation holes and two combined RC/diamond drill (core) holes. The chips and core recovered consisted of 2050 m of RC drilled, and 183 m of diamond (core), for a total of 2233 m. The program was designed to expand the known mineralized zone down-dip to 200 m vertical depth, extend the known mineralized strike length of the overall deposit to 700 m, and infill large gaps with holes drilled at 75 m spacing. Two of the drill holes finished with diamond drill core, providing information to better define the structural controls on mineralization.

Collar locations and azimuths for the 2011 drilling were surveyed using a handheld GPS. The Company used a magnetic REFLEX EZ-TRAC instrument to complete downhole surveys using a digital remote gyroscope. Downhole surveys were completed on all 11 drill holes from the 2011 program every 50-100 m downhole so most drill holes had at least three readings taken along with the one at the surface. Due to the high magnetic susceptibility of the subsurface,

the azimuth reading, and the magnetic readout gave inaccurate readouts. Therefore, only the downhole dip could be recorded with any level of confidence. The significant assays are reported as core lengths as the true width of the mineralized zone was not established.

Table 9 - Survey information from Red Metal’s 2011 Combined RC/Diamond drilling program.

Hole<br><br><br>Number	UTM Coordinates (PSAD 56)			Azimuth<br><br><br>(°)	Dip<br><br><br>(°)	Depth<br><br><br>(m)	Comments
	Easting	Northern	Elevation<br><br><br>(masl)
FAR-11-001	309,298	6,889,226	499	130	-65	101
FAR-11-002	309,180	6,889,140	508	130	-65	228
FAR-11-003	308,992	6,888,677	517	130	-60	200
FAR-11-004	309,095	6,888,808	513	130	-65	200
FAR-11-005	309,041	6,888,760	497	130	-60	143	Abandoned at 143 m
FAR-11-006	309,113	6,888,870	556	130	-80	200
FAR-11-007	309,113	6,888,870	556	130	-60	162
FAR-11-008	309,104	6,888,984	531	130	-65	200
FAR-11-009	308,955	6,888,710	536	130	-65	247	Diamond 200-247 m
FAR-11-010	309,007	6,888,852	528	130	-60	300	Diamond 164-300 m
FAR-11-011	309,031	6,888,950	541	130	-65	252
Total						2,233

Table 10 - Significant intercepts from Red Metal’s 2011 drill program on the Farellón Project.

Drill hole Number		Assay Interval (m)			Assay Grade
		From	To	Core Length	Gold<br><br><br>(ppm)	Copper<br><br><br>(%)	Cobalt<br><br><br>(%)
FAR-11-001		36	49	13	0.35	2.51	0.06
	including	36	44	8	0.53	3.95	0.09
FAR-11-002	Zone faulted off, no significant intercepts
FAR-11-003		150	155	5	0.28	0.4	0.03
FAR-11-004		141	145	4	0.01	0.73	0.01
FAR-11-005		124	133	9	0.26	0.84	0.02
	Hole lost in mineralization
FAR-11-006		80	112	32	0.99	1.35	0.02
FAR-11-007		64	70	6	0.7	0.66	0.07
FAR-11-008		98	102	4	0.26	0.85	0.01
FAR-11-009		202	211.55	9.55	0.42	0.95	0.05
FAR-11-010		179.13	183	3.87	0.39	0.5	0.05
FAR-11-011		54	56	2	0.48	0.97	0.03

Drilling returned copper results as high as 8.86% Cu, with 0.80 g/t Au over 1 m (FAR-11-001), and 5.35 g/t Au, 4.77% Cu, and 0.024% Co over a 2 m interval (FAR-11-006). There was evidence of pinching and swelling in the mineralized vein structures, as significant intercepts ranging in width from 2 m to 32 m. Ten of the eleven drill holes contained significant intercepts (9). Drill hole FAR-11-002 did not intercept the interpreted mineralized zone, likely due to a misinterpretation of localized fault off-set of the mineralized vein.

All significant intercepts from the 2011 drilling program were dominated by supergene oxide mineralization from surface to >

malachite, chrysocolla, and copper±gold within goethite and limonite iron oxides. Alteration haloes were associated with supergene mineralization such as carbonate, limonite, hematite, goethite, and manganese oxide. Other alteration minerals were present, such as chlorite, epidote, actinolite, biotite, and sericite, however these minerals were not related to the supergene mineralization.

Hypogene mineralization was dominated by chalcopyrite with associated gold. Chalcopyrite occurred as amorphous blebs and lesser disseminations hosted in massive, sometimes vuggy quartz and calcite. A good example was found in drill core from hole FAR-11-009 within the mineralized intersection between 202 m and 211.55 m. mineralized intersections broadly occur along the regional lithological boundary shear zone between overlying Paleozoic metasediments to the west and underlying Jurassic intrusives to the east.

Most of the 2011 drill holes did not pass through the lithological boundaries, even after drilling through the mineralized structures. Therefore, it was interpreted that this mineralization occurs in close proximity to the lithological boundaries, but that the mineralized structures do not exactly follow the contact but instead occur as splays and faults emanating off the major structural boundary.

The 2011 drilling results confirmed that mineralization is still present down-dip of the intersections identified during the previous drilling campaign and are still open at depth. The infill drilling confirmed that the mineralization had significant grades and initiated the process of outlining a consistent 75 m spacing between drill holes. The 2011 drilling results also indicated that the significant grades for the copper and gold mineralization were still open along strike to the northeast and southwest, as demonstrated by hole FAR-11-001, which was drilled towards the northwest. All drill holes during the 2011 drilling program intersected oxide facies mineralization with the only significant intercepts bearing sulfides in holes FAR-11-003 and FAR-11-009. The supergene-hypogene transition occurred anywhere between 50 m and 150 m and appeared to be dependent on local fracturing and faulting.

A mapping and sampling program was conducted on the Farellón Property in 2012, covering the contact zone between the metasediments and the diorite. The main focus of this program was to ascertain the nature of the veins occurring within each major rock type, and to determine whether any major differences existed in vein structure, mineralogy, alteration, size, and geochemical composition. Over 1,270 mapping sites were visited, with information such as major rock type and mineralization recorded. Of these sites, 56 samples were selected and submitted for geochemical analysis. The range of total copper achieved by this sampling program was between 1.17 and 5.78 % Cu, with between 50 and 99% of that representing copper sulfide mineralization. These samples also contained from 19-2465 ppm Co, and from 0.02-2.87 g/t Au.

Two diamond drill holes were completed in 2013 by Perfoandes on behalf of Red Metal totaling 116 m (45 m in the first hole, 71 m in the second). The first hole (F13-001) was located 28 m north of FAR-11-001 on a 45º bearing. Drill core was selectively sampled (16 m sampled from FAR-13-001 and 15 m sampled from FAR-13-002), and analysed for Au, total Cu and soluble Cu. A significant intersection was encountered in each drill hole, returning 0.7 % Cu and 0.2 g/t Au over 6 m. The second hole recorded 1.75% Cu and 0.25 g/t Au over 9 m. These results confirmed similar findings from FAR-11-001, which was collared 28 m to the south. Both holes recorded the change in mineralogy from dominantly ankerite and other carbonates to more quartz-dominant, containing pyrite and chalcopyrite mineralization.

In 2014, the Company entered into a contract with a Chilean artisanal miner allowing the artisanal miner to extract mineralized material on the Farellón property in return for a 10% net sales royalty. In January 2015, the artisanal miner began selling mineralized material to ENAMI, the Chilean national mining company. To date approximately 11,265 tonnes of sulfide-mineralized material with an average grade of 1.67% Cu, 5.8 g/t Ag and 0.21 g/t Au, as well as 1813 tonnes of oxide mineralized material with an average grade of 1.56% Cu has been sold to ENAMI. The ENAMI processing facility currently does not have the capability of recovering cobalt and therefore the artisanal miner did not regularly analyse for cobalt. Three grab samples taken from the same location as the mined mineralized material (Level 7 - 70 m level), were analysed for gold, copper, and cobalt, with results shown below in Table 11.

Table 11 - Level 7 sampling

70 metre Level Sampling*
Gold (ppm)	Copper (%T)	Cobalt (%)
n/a	2.86	0.12
n/a	1.43	0.07
2.2	6.8	0.11

*Grab samples are selective in nature and random in size and may not be representative of mineralization characteristics. n/a = not analyzed.

Perth Project Area

The northern concessions of the Carrizal Property have historically been called the Perth Project. There are numerous artisanal workings throughout this section of the Carrizal Property. The Puenta Negra Mine area contains the Argentina and Dos Amigos veins, with the most significant workings on the property occurring at the Argentina shaft. Unfortunately, no historic mining records have been located for the Argentina and Dos Amigos veins.

In the 1990s the Cachina Grande area of the Carrizal Alto received some attention. The Cachina Grande area is underlain by Paleozoic metasediments to the west of the dioritic-hosted Carrizal Alto. In 1991, seven samples from the Cachina Grande area were taken for the report on the Carrizal Alto mining district by Oliver Resources (Ulriksen, 1991). Samples were taken from the Argentina old workings vein 1.8 m, resulting in a range of Cu between 1.76 and 3.4% Cu, and between 0.05 and 1.22 g/t Au. Samples taken from the Dos Amigos North dump were grab samples and ranged between 0.46 and 0.83% Cu, and between 1.29 and 3.41 g/t Au.

Appleton Resources Ltd. optioned the Perth Property in 2007 and completed a surface sampling program covering 12 veins identified on the southern portion of the project area, as part of a NI 43-101-compliant report on their Perth Caliza Property (which includes the southern portion of the current Perth project area) (Butrenchuk, 2008). Significant results from the 56-sample program by Appleton Resources in 2007 include total copper between 0.01 and 11.4% Cu, and between 0.01 and 10.7 g/t Au and up to 0.186% Co.

In 2011, the Company conducted another sampling program, collecting 129 samples from its Perth Property, and analysing for total copper, soluble copper, gold, and cobalt. Results include total copper ranging between 0.01 to 11.36% Cu, gold ranging between 0.01 to 29.93 g/t Au, and cobalt ranging between 2 to 6933 ppm.

In 2013 and 2014, the Company optioned the Perth Project area to Mineria Activa, a Chilean private mining company. Mineria Activa conducted a surface sampling, stripping and channel sampling program followed by a two-phase drilling program within the Perth Project area. The surface sampling and stripping program consisted of collecting 762 samples, a combination of grab and chip samples, and analysing them for total copper, soluble copper, gold, and cobalt. Results included a range of copper total results between 0.001 and 7.16% Cu, between 0.005 and 16.5g/t Au, and between 0.001 and 0.437% Co. Mineria Activa drilled 30 diamond drill holes on the Perth Project area, of these 30 holes, only three were entirely on the Red Metal mineral concessions, the remainder targeted a vein that is exposed at surface on a claim owned by another company that runs through the middle of Red Metal’s Perth Project area. Of these three drill holes only one, DP-04, intersected any significant mineralization; 1 m grading 2.15 gt Au, 1.32% Cu and 0.017% Co.

Historical Resource Estimates and Production

There are no formal historical resource estimates on the Farellón project. However, a number of old memo-style reports were put together by the provincial engineer for Atacama particularly in 1963. The sources for the 1963 report were other reports dated from 1942 to 1949. In the report it was noted that the deposit consisted of 3 veins in metamorphic rocks and that blocks of material approximately 50 m in length and depth had been extracted. The historical estimates do not conform to the presently accepted CIM standards and definitions, for resource estimates, as required by NI 43-101 regulations.

The 1963 report contained a number of tables which indicated the reserves reported in the previous 1949 report by Ing. Herbert Hornkohl. There are a number of inaccuracies in the tables contained in the 1963 report, most likely related to typing errors, and Micon has attempted to correct these errors by comparing them to the 1949 tables, where applicable. The tables from the reports are reproduced below but not all of the units of measurement were provided for the tabulated grades in the reports. Therefore, Micon has not assigned units of measurement to any grades which are not specified in the reports. After the 1949 study was conducted, the mine was worked and at 1963 there was no visible mineralization (positive ore). There were 500 tons of waste and 1,320 tons of extracted material with the following grades.

Table 12 - “Positive Ore”


	Tons	Cu<br><br><br>(%)	Au<br><br><br>(g/t)	Ag	CaO<br><br><br>(%)	SiO2<br><br><br>(%)	Fe2O3	Al2O3	S
Veta Pique*	5,849	3.1	1.2	3.8	45.3	4.4	7.8	1.6	0.7
Veta Naciente*	6,817	2.7	1.1	4.9	44.1	5.0	11.7	2.7	0.7
Total	12,666	2.9	1.1	4.4	44.7	4.7	9.9	2.2	0.7

Derived from the 1949 and 1963 reports in the Sernageomin files, Chile.

Table 13 - “Waste”

Tons	Cu	Au	Ag	CaO	FeO	MgO	SiO2
500	2.20	1.0	10.0	45.98	5.29	0.60	2.50

Derived from the 1949 and 1963 reports in the Sernageomin files, Chile.

Table 14 - “Extractions”

	Tons	Cu	Au	Ag	CaO	FeO	MgO	SiO2
Veta Pique*	810	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Veta Naciente*	510	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Total	1,320	2.3	1.0	5.0	45.07	6.54	0.22	3.0

*Note: Veta Pique = Shaft vein and Veta Naciente = Outcrop vein.

Derived from the 1949 and 1963 reports in the Sernageomin files, Chile.

The May 2000 Minera Stamford report mentions a resource estimate, but this is a conceptual resource estimate based on a minimal amount of information. However, Micon has reviewed this conceptual estimate and concluded that it would not meet the criteria necessary for its inclusion in an NI 43-101 report. Therefore, the Company should not rely on it as justification for a program of compilation work and further exploration. Further work is required to locate and evaluate the true extent and nature of the mineralization on the Farellón Project.

As mentioned previously a small amount of historical production has occurred on the Farellón Property primarily during the 1940s. However, there are few existing records of the production and there appear to be some discrepancies in the potential size of the waste dumps (1,000 and 500 tons) and grades reported in the material between the 1949 and 1963 reports contained in the archived files.

Geological Setting

Regional Geology

Chile is divided into three major physiographic units running north-south, namely the Coastal Cordillera, Central Valley (also termed the Central Depression), and the High Cordillera (Andes). The Carrizal Property lies within the Coastal Cordillera, on the western margin of Chile.

There are five main geological units within the Coastal Cordillera, including, (1) early Cretaceous back-arc basin marine carbonates (east); (2) late-Jurassic to early-Cretaceous calc-alkaline volcanic arc rocks (central); (3) early-Cretaceous Coastal batholith (west) (Marschik, 2001); (4) the Atacama fault zone (west) (Marschik, 2001); and, (5) Paleozoic basement metasedimentary rocks along the western margin (Hitzman, 2000).

The Coastal Cordillera formed in the Mesozoic Era as major plutonic complexes were emplaced into broadly contemporaneous arc and intra-arc volcanics and underlying Paleozoic deformed metasediments (Hitzman, 2000). This time period also saw development of the NW-trending brittle Atacama fault system, followed by widespread extension-induced tilting. Sedimentary sequences accumulated immediately east of the Mesozoic arc terrane in a series of interconnected, predominantly marine, back-arc basins. Early- to mid-Jurassic through mid-Cretaceous volcanism and plutonism throughout the Coastal Cordillera and immediately adjoining regions are generally considered to have taken place under variably extensional conditions in response to retreating subduction boundaries (slab roll-back) and steep, Mariana-type subduction (Hitzman, 2000).

Local Geology

The Carrizal Property covers two distinct contact zones between Paleozoic metasedimentary rocks in the central section, and late Jurassic diorites and monzodiorites to the northwest and southeast.

Paleozoic metasedimentary rocks belonging to the Chanaral Metamorphic Complex are composed of shales, phyllites and quartz-feldspar schists/gneisses (Minera Stamford, 2000). The sedimentary rocks have a strong NNE-striking shallow foliation dipping 40° southeast. The intrusives towards the southeast corner of the Carrizal Property, in the Farellón Project area, belong to the Canto del Agua formation and consist of diorites and gabbros hosting many NE-oriented intermediate-mafic dykes. These diorites are known to host extensive veining with copper and gold mineralization (Arevalo and Welkner, 2003). Locally, a small stock-like felsic body, called Pan de Azucar, with lesser satellite dykes, intrudes the diorite. The intrusive relationship between the diorite and metasediments on this south end of the Carrizal Property always appears to be tectonic (Willsteed, 1997).

Property Geology

The southern contact zone between the metasedimentary rocks and the diorite is a mylonitic shear zone, ranging between 5 m and 15 m in width, striking NNE, and dipping 65° to the northwest. This shear zone is host to mineralized quartz-calcite veins that splay off to the east into the diorites of the adjacent Carrizal Alto Mine area.

The Perth project area at the northern end of the Carrizal Property also hosts a significant NS-trending vein swarm. Although these veins pinch and swell, they are generally 2 m wide and have been measured up to 6 m wide. Individual veins can be traced from a few 100 m to greater than 2 km in length. Most of the veins identified thus far on surface lie within the metasedimentary rocks, however several veins have been traced cross-cutting the northern metasediment-granodiorite contact.

Mineralization

The Carrizal Property occurs within the Central Andean IOCG Province (Sillitoe, 2003). Vein type, plutonic-hosted IOCG deposits such as Carrizal Alto and by extension the contiguous Carrizal Property, are characterized by a distinct mineralogy that includes not only copper and gold but also cobalt, nickel, arsenic, molybdenum, and uranium (Sillitoe, 2003; Clark, 1974). All of the IOCG deposits in the region are partially defined by their iron content in the form of either magnetite or hematite (Sillitoe, 2003).

A variety of alteration assemblages has been noted in the Chilean deposits according to whether or not the deposits are hematite or magnetite dominated:

1.Magnetite-rich veins contain appreciable actinolite, biotite and quartz, as well as local apatite, clinopyroxene, garnet, hematite and K-feldspar, and possess narrow alteration haloes containing one or more of actinolite, biotite, albite, K-feldspar, epidote, quartz, chlorite, sericite and scapolite.

2.Hematite-rich veins tend to contain sericite and/or chlorite, with or without K-feldspar or albite, and to possess alteration haloes characterised (Sillitoe, 2003) by these same minerals. Typically, the vein deposits of the coastal Cordillera are chalcopyrite, actinolite and magnetite deposits (Ruiz, 1962).

Carrizal Alto, just east of the Carrizal Property, has historically been known as a significant cobalt deposit (Ruiz, 1962; Clark, 1974) and has returned cobalt grades of up to 0.5% Co in the form of cobaltiferous arsenopyrite (Sillitoe, 2003; Ruiz, 1962), carrollite, and other cobalt sulfides (Clark, 1974). Copper mineralization on the Carrizal Property consists of malachite and chrysocolla in the oxide zone and chalcopyrite in the sulfide zone. There is some indication that in the oxide zone some of the copper mineralization is tied up in a goethite-bearing clay matrix (Willsteed, 1997; Floyd, 2009).

Alteration associated with the greater shear zone is comprised of actinolite, biotite, sericite, epidote, quartz and carbonate mineralization. The sulfidized quartz-calcite veins occurring within the shear zone can display an intense pyrite-sericite-biotite alteration halo. In places, there is massive siderite and ankerite alteration (Minera Stamford, 2000).

Deposit Types

The main target on the Carrizal Property is vein-style iron oxide-copper gold (IOCG) mineralization associated with a shear contact between intrusive diorite and metasedimentary rocks, containing significant amounts of iron oxide, copper, gold and cobalt, distinctive of IOCG deposits in the region (Sillitoe, 2003). IOCG deposits of northern Chile are known to exist in the belt from just south of the town of Vallenar (almost 29°S) to just south of Chanaral (26°S) (Hitzman, 2000). Although this deposit type covers a wide spectrum, the characteristic IOCG deposits of northern Chile have been clearly defined by Sillitoe (2003) as the following:

Iron oxide-copper-gold deposits, defined primarily by their elevated magnetite and/or hematite contents, constitute a broad, ill-defined clan related to a variety of tectono-magmatic settings. The youngest and, therefore, most readily understandable IOCG belt is located in the Coastal Cordillera of northern Chile and southern Peru, where it is part of a volcano-plutonic arc of Jurassic through Early Cretaceous age. The arc is characterised by voluminous tholeiitic to calc-alkaline plutonic complexes of gabbro through granodiorite composition and primitive, mantle-derived parentage. Major arc-parallel fault systems developed in response to extension and transtension induced by subduction rollback at the retreating convergent margin. The arc crust was attenuated and subjected to high heat flow. IOCG deposits share the arc with massive magnetite deposits, the copper-deficient end-members of the IOCG clan, as well as with manto-type copper and small porphyry copper deposits to create a distinctive metallogenic signature.

The IOCG deposits display close relations to the plutonic complexes and broadly coeval fault systems. Based on deposit morphology and dictated in part by lithological and structural parameters, they can be separated into several styles: veins, hydrothermal breccias, replacement mantos, calcic skarns and composite deposits that combine all or many of the preceding types. The vein deposits tend to be hosted by intrusive rocks, especially equigranular gabbrodiorite and diorite, whereas the larger, composite deposits (e.g. Candelaria-Punta del Cobre) occur within volcano-sedimentary sequences up to 2 km from pluton contacts and in intimate association with major orogen-parallel fault systems. Structurally localised IOCG deposits normally share faults and fractures with pre-mineral mafic dykes, many of dioritic composition, thereby further emphasising the close connection with mafic magmatism. The deposits formed in association with sodic, calcic and potassic alteration, either alone or in some combination, reveal evidence of an upward and outward zonation from magnetite-actinolite-apatite to specular hematite-chlorite-sericite and possess Cu-Co-Au-Ni-As-Mo-U-(LREE) (light rare earth element) signature reminiscent of some calcic iron skarns around diorite intrusions. Scant observations suggest that massive calcite veins and, at shallower paleodepths, extensive zones of barren pyritic feldspar-destructive alteration may be indicators of concealed IOCG deposits.

The Carrizal Property lies well within the Chilean IOCG belt and fits many of the tectonic and mineralogical definitions outlined by Sillitoe (2003). The Carrizal Property is considered to be a vein-style IOCG deposit with significant amounts of iron oxide, copper, gold and cobalt distinctive of IOCG deposits in the region.

The main targets on the Carrizal Property are the two mineralized shear contact zones between the metasediments and diorites (Farellón Project area) and monzodiorites (Perth Project area). The shear zone has been interpreted to host several parallel, mineralized lenses.

Exploration

Red Metal began its exploration programs on the Property in 2009 with a 5-hole RC drilling program followed by programs in 2011 (11 RC/core holes), and in 2013 (2-hole RC drilling program), focusing on the Farellón Project area. Red Metal completed surface sampling and mapping programs between 2011 and 2014, as described below. The last work completed on the Property by the Company was in 2022.

Drilling

Red Metal acquired the rights to the Farellón Property on April 25, 2008, upon its Chilean subsidiary exercising the option to buy the Project from Minera Farellón. Red Metal completed five RC drill holes in 2009, totaling 725 m and using a Tramrock Dx40 RC rig. In 2011, Red Metal completed a second drilling program, consisting of nine RC holes and two combined RC/diamond drill (core) holes. The program was designed to expand the known mineralized zone down-dip to 200 m vertical depth, extend the known mineralized strike length of the overall deposit to 700 m, and infill large gaps with holes drilled at 75 m spacing. Two of the drill holes finished with diamond drill core, providing information to better define the structural controls on mineralization.

2022 Drilling Program on Farellón Alto

During January - February 2022, the Company successfully completed a nine-hole 2,010m drill program on its Farellón Alto 1-8 concession. The drill program targeted down dip extensions of known mineralized zones as well as testing new zones.

Highlights

·First hole on new zone intercepted six meters of vein with strong visible copper sulphides; further 1.5 km of untested strike length;

·All holes have intercepted visible copper sulphide mineralization and alteration associated with IOCG deposits; and

·Diamond drill core provided valuable alteration and structural information not seen in previous RC drilling.

Diamond Drilling

The first five drillholes were focused at the northern end of the previously drilled Farellón project close to the artisanal mine workings. All five drill holes intercepted zones of sulphide mineralization including chalcopyrite and chalcocite, zones of strong alteration associated with IOCG deposits and breccia zones up to 20m in width. Significant elements noted in initial observations included widespread potassic and argillic alteration and significant amounts of iron oxides transitioning from hematite into magnetite at depth.

The final four drillholes of the program targeted the south and north end of the Farellón zone and tested a previously undrilled structure parallel to the Farellón zone. These four drillholes intercepted zones of sulphide mineralization including chalcopyrite and chalcocite and zones of strong alteration associated with IOCG deposits.

Table 15 - Summary of holes(1)

Drillhole	Target	Length	Highlights
FAR-22-012	Farellón North	143	9 metre zone with visible copper sulphide mineralization, infill gap in historic drilling
FAR-22-013	Farellón North	170	Extending known mineralization down dip by >
FAR-22-014	Farellón North	158	Step out >
FAR-22-015	Farellón North	266	Down dip from FAR-22-014
FAR-22-016	Farellón North	286	Extend known mineralization to 196 metres vertical depth
FAR-22-017	Farellón South	326	Mineralized breccia zone at 236-243 m
FAR-22-018	Farellón South	293	Multiple zones of disseminated chalcopyrite mineralization and intense IOCG associated alteration
FAR-22-019	Farellón North	188	85-91 m brecciated quartz veining with strong chalcopyrite mineralization
FAR-22-020	New Zone	182	142-147.6 m quartz calcite vein with strong chalcopyrite mineralization and actinolite, iron and sericite alteration

(1)Widths are drill indicated core length as insufficient drilling has been undertaken to determine true widths with at this time.

New Zone Drill Tested

The newly tested parallel structure lies approximately 250 metres west of the Farellón vein and was mapped and sampled on surface in 2012. Mapping completed in 2012 traced the vein continuously over approximately 1.5km. All six surface samples taken along the structure in 2012 are listed below and all samples returned significant copper, gold and cobalt. The structure was tested with one drillhole and a six-metre quartz calcite vein was intercepted from 142m to 142.6m with visible chalcopyrite mineralization, intense pyrrhotite, albite and actinolite alteration.

Table 16 - Historic 2012 surface sampling on new zone

Sample ID	Easting	Northing	CuT%	Au g/t	Co%
123984	309701	6889159	4.97	0.43	0.07
123985	309862	6889291	3.73	0.80	0.02
123986	309644	6889070	3.40	0.41	0.03
123987	309424	6888843	1.60	0.23	0.10
123989	309227	6888420	3.86	0.68	0.04
123990	309040	6888003	2.49	0.63	0.02

In June 2022, the Company announced the assay results for four of the nine holes drilled.

Highlights

·Results for four drillholes were proven to be consistent with historic drilling;

·FAR-22-020: 5.7m of 1.10% Cu, 0.12% Co and 0.25 g/t Au, a first intercept on a new vein previously only sampled at surface, the Gordal Vein;

·FAR-22-017: 3.6m of 1.36% Cu, 0.01% Co and 0.42 g/t Au, this intercept confirms continuity of the mineralized structure and extends mineralization approximately 25 metres down dip to a vertical depth of approximately 200 metres on the south Farellón zone; and

·Mineralization remains open down dip on all areas drilled.

Table 17 - Assay Results

Drillhole	From	To	Length	Cu%	Co%	Au g/t	CuEq%
FAR-22-012	79.55	83.25	3.7	0.62	0.08	0.13	1.14
FAR-22-013	55.25	59.3	4.05	0.98	0.07	0.1	1.42
FAR-22-013	97.1	123	25.9	0.31	0.05	0.08	0.63
FAR-22-017	200.4	204	3.6	1.36	0.01	0.42	1.73
FAR-22-020	139.9	147.7	7.8	0.83	0.09	0.19	1.44
includes	142	147.7	5.7	1.10	0.12	0.25	1.91

Mapping Program

The 2022 mapping and prospecting program on Farellón project focused on detailed mapping of veins along strike of, and to the east of, the main Farellón structure with the goal of developing new drill targets. New veins mapped and sampled include the Gorda vein, which was drilled in Hole FAR-22-020. The Gorda vein lies 250 metres east of the Farellón structure which was mapped and sampled along strike for a full kilometre. A further five veins were mapped and sampled in detail to develop future drill targets throughout the property.

Highlights

·A high sample return of 5.77% Cu, 1.55% Co and 0.11 g/t Au two kilometres along strike to the north of the recent drilling on the Farellón structure; and

·Three veins mapped in detail, each demonstrating over a kilometre of prospective strike length with mineralized grab samples.

Table 18 - Grab Sample Highlights(1)(2)

Sample<br><br><br>Number	Northing<br><br><br>UTM	Easting<br><br><br>UTM	Elevation<br><br><br>(asl)	Weight of<br><br><br>Sample<br><br><br>(Kg)	Au g/t	Co%	Cu%
500818	6888943	309490	553	1.54	1.74	0.047	6.26
500902	6891077	310916	632	1.63	0.11	1.545	5.77
500832	6889540	311547	540	1.82	0.22	0.021	5.66
500895	6890377	310310	631	1.58	0.63	0.146	5.18
500887	6889724	311958	495	0.94	0.32	0.063	5.06
500803	6889197	309735	561	2.21	0.04	0.019	4.89
500822	6888323	309800	647	1.96	3.43	0.015	4.59
500830	6889441	311412	524	1.71	0.67	0.027	4.11
500827	6888543	310082	618	1.71	4.91	0.094	3.70
500894	6890373	310305	631	0.45	0.13	0.028	3.41
500844	6888968	310724	496	1.48	0.27	0.024	3.37
500854	6889477	310518	582	1.05	3.28	0.160	3.16
500837	6889267	311117	527	0.67	1.97	0.029	3.03
500814	6889114	309667	587	1.51	0.19	0.057	2.79
500858	6889836	310979	582	2.46	2.06	0.002	2.70
500834	6889309	312021	472	1.52	0.45	0.054	2.64
500824	6888423	309869	621	1.32	0.74	0.136	2.61
500833	6890107	311855	522	1.12	0.21	0.071	2.52
500820	6888717	309359	592	3.64	0.45	0.036	2.50
500831	6889472	311475	533	1.91	0.02	0.015	2.39
500859	6889807	310888	564	1.14	0.17	0.019	2.11
500840	6888767	310417	546	1.07	0.81	0.018	2.06
500850	6888284	310247	572	1.5	1.57	0.029	1.90

Sample<br><br><br>Number	Northing<br><br><br>UTM	Easting<br><br><br>UTM	Elevation<br><br><br>(asl)	Weight of<br><br><br>Sample<br><br><br>(Kg)	Au g/t	Co%	Cu%
500816	6889020	309583	594	3.62	0.38	0.020	1.88
500868	6890705	311339	574	1.43	0.09	0.085	1.77
500886	6889679	312500	457	0.93	0.22	0.002	1.76
500806	6889420	309857	575	1.3	0.09	0.036	1.69
500819	6888717	309359	592	2.64	0.47	0.048	1.54
500855	6889630	310681	596	1.19	0.87	0.025	1.54
500852	6889527	310785	561	1.86	0.24	0.193	1.21
500829	6889352	311252	539	3.43	0.65	0.073	1.20
500856	6889748	310735	570	2.31	0.22	0.024	1.15
500835	6889244	311891	496	3.24	1.54	0.001	0.94
500838	6889227	311054	548	1.26	1.89	0.019	0.88
500892	6889011	312361	435	0.8	0.01	0.033	0.86
500826	6888696	310059	627	1.75	1.79	0.003	0.84
500801	6889269	309795	596	1.96	0.09	0.121	0.82
500823	6888344	309815	637	2.74	0.22	0.006	0.75
500853	6889444	310665	578	2.95	0.43	0.026	0.66
500802	6889233	309758	580	1.67	0.04	0.062	0.55
500825	6888485	309930	617	1.02	2.20	0.030	0.50

(1)Management cautions that prospecting surface rock samples and associated assays, as discussed herein, are selective by nature and represent a point location, and therefore may not necessarily be fully representative of the mineralized horizon sampled.

(2)Table 18 represents a selection of highlights including 41 samples out of 102 samples taken

Sample Preparation, Analysis, and Security

There have been no exploration or drilling samples collected by Red Metal, and as such, there are no preparation, analysis, or security details to describe.

Data Verification

During the site visit for the purpose of preparing the Technical Report, the Qualified Person verified that the Carrizal Property contains widespread underground workings. The Qualified Person examined all historical data made available, relating to historic sampling and drilling within the Carrizal Property, and took six mineralized rock grab samples from the artisanal mine working and investigated underground, in order to verify the typical grades of Cu, Au, and Co encountered on the Carrizal Property.

A description of the samples is provided in Table 19 and assay results in Table 20. Assays from grab rock samples collected on the Carrizal Property confirmed the presence of copper (oxide and sulfide phases), gold, silver, and cobalt. In the opinion of the Qualified Person, this verification data was adequate for the purpose of the Technical Report to provide an independent review of the Company’s Carrizal Property and verify the validity of the historical database.

Table 19 - Description of verification samples collected on the Farellón claims of the Carrizal Property

Sample<br><br><br>No.	Location	Type	Alteration/Silicates	Zone	Mineralization
FN-01	Farellón North	Grab - level 7 stockpile on surface	Chlorite; quartz>calcite	Hypogene	chalcopyrite, pyrite
FN-02	Farellón North	Grab - level 7 stockpile on surface	Chlorite; quartz>calcite	Hypogene	chalcopyrite, pyrite
FN-03	Farellón North	Grab - level 7 stockpile on surface	Chlorite; quartz>calcite	Hypogene	chalcopyrite, pyrite
FN-04	Farellón North	Grab - level 7 stockpile on surface	Chlorite; quartz>calcite	Enriched Supergene	chalcopyrite, pyrite, bornite
FS-01	Farellón South	Grab - adit stockpile - roughly 3 years on surface	Oxidized, hematized, limonite	Supergene	cuprite; azurite, malachite
FS-02	Farellón South	Grab - underground, east wall of south drift		Enriched Supergene	chalcocite, chrysocolla

Table 20 - Assay results for verification samples collected on the Farellón claims of the Carrizal Property

Sample No.	Au	Ag	Cu<br><br><br>(total)	Cu<br><br><br>(oxide)	Cu<br><br><br>(sulfide)	Co	Co
Method	FA-AAS	4ACID-AAS	4ACID-AAS	LIX-AAS	Calc.	FUS-AAS	Calc.
units	ppm	ppm	%	%	%	ppm	%
(Detection Limit)	(-0.01)	(-0.1)	(-0.001)	(-0.001)	(-0.001)	(-1)	(-0.0001)
FN-01	0.46	12.1	2.735	0.119	2.616	17366	1.7366
FN-02	0.25	10.1	5.573	0.076	5.497	578	0.0578
FN-03	0.16	12.3	6.631	0.12	6.511	171	0.0171
FN-04	1.56	28.5	7.145	0.213	6.932	2086	0.2086
FS-01	3.49	5.3	10.62	10.786	0	467	0.0467
FS-02	0.48	2.3	3.538	3.221	0.317	2285	0.2285

Northern Section of the Farellón Project Area

Samples FN-01 through FN-04 were collected from an ore dump near the portal to the North Mine. The ore, reported to be from Level 7 of the mine (hypogene/enriched supergene zones), contained mainly chalcopyrite with lesser bornite.

Mineral Processing and Metallurgical Testing

No mineral processing or metallurgical testing programs have been undertaken on the Carrizal Property.

Mineral Resource Estimates

No mineral resource estimates have been done for the Carrizal Property. As discussed in the “CARRIZAL PROPERTY - FARELLÓN AND PERTH PROJECTS - Exploration History” section of this Annual Report on Form 20-F, some documentation exists for historical resource estimates on the Farellón Project prior to February 1, 2001. However, the historical estimates do not conform to the presently accepted CIM standards and definitions for resource estimates, as required by NI 43-101 regulations. As such, the Company is not relying on the historical resource estimates as justification for a program of compilation work and further exploration.

As exploration progresses on the Farellón Project, further economic and technical evaluation of the resource potential for the project will need to be performed in accordance with present industry practices and standards, as set out in NI 43-101.

Mateo Property

Property Description and Location

The Mateo Property is composed of 5 mineral concessions covering 182 hectares in the III Region of Chile, Region de Atacama. The project is situated 10 kilometres east of the City of Vallenar with the highest point at approximately 1,050 metres above sea level. The property is located close to power, water, and the urban centre of Vallenar, with a readily available mining workforce.

Accessibility

The property is easily accessible year-round via a well-used road from Vallenar. The road crosses through the middle of the west half of the property and along the southern border of the east half of the property.

Geology and Mineralization

The Mateo Property is located within the brittle-ductile north-south-trending Atacama Fault System that is known to host many of the major deposits in the Candelaria IOCG belt. Known mineralization is hosted in an andesitic volcaniclastic sequent assigned to the Bandurrias Formation. Widespread iron oxide and skarn style alteration indicate an IOCG mineralizing system further supported by significant amounts of economic grade mineralization found in six historic artisanal mines on the property. Mineralization is found in mantos, veins and breccias.

Exploration History

Historical work on the Mateo Property includes several drill programs completed by different Chilean private and public companies. Records exist from eight drill holes completed in 1994 on the Irene mine and include two full reports written by ENAMI, the Chilean national mining company, with interpretation of mineralization and recommendations for further exploration and mining work.

The Irene mine was investigated by ENAMI in 1994. Work completed during the time included surface RC drilling, including 490 metres in four RC drill holes, and underground diamond drilling, including 220 metres in four drill holes. The Company obtained ENAMI’s reports of mining activities from 1994 to 1997. Approximately 11,875 tonnes of rock were mining in that time averaging 4.3% copper, 61.9 grams per tonne silver, and 1.01 grams per tonne gold. During the period June 2009 to December 2010, the vendor of the Irene mine, Minera Farellón, conducted small scale mining activities on a different area of the Irene claims and mined 1,705 tonnes grading 1.39$ Cu, 1.39 g/t Ag, 0.29 g/t Au in sulphides and 1,477 tonnes grading 1.98% Cu in oxides. The difference in grade between the historic work and recent work is not an indication that further high-grade material will not be found on the Mateo Property and further modeling and exploration work needs to be completed to determine the best drill targets.

Drilling

No drilling has been completed on the Mateo Property.

Sampling, Analysis and Data Verification

In 2011, the Company completed a mapping and prospecting program over an area including the Mateo concessions and a wide area surrounding the concessions. The geological mapping identified nine significant zones of mineralization on the property and confirmed widespread skarn style alteration. Reconnaissance samples were collected on multiple mineralized structures from mantos, veins and mineralized breccia bodies. All samples were taken to Geoanalitica Ltda Laboratories in Coquimbo. No reference samples were used for the mapping samples.

Samples of 21.72 g/t Au with 0.69% Cu, 3.10 g/t Au with 0.50% Cu and 3.57 g/t with 0.62% Cu taken from one vein traced for approximately 350 metres on surface. Multiple mineralized veins, mantos and breccia bodies were identified with 36 of 138 samples returning Au results greater than 1.00 g/t and 59 of 138 samples returning Cu results greater than 1.00%.

Table 21 - Additional significant reconnaissance sampling results from the Mateo mapping program are listed below:

Sample	Easting	Northing	Cu %	Au g/t
201272	338,028	6,836,645	7.37	1.12
202871	336,478	6,836,158	2.63	1.14
202852	337,880	6,835,567	7.11	1.18
202849	337,880	6,834,692	10.3	1.73
201220	337,898	6,834,724	4.29	2.07
201277	337,314	6,834,958	9.39	2.42
202850	337,822	6,834,611	2.58	2.46
202810	338,521	6,838,037	2.44	2.49
202882	336,945	3,835,537	2.57	3.08
202812	338,504	6,838,120	0.5	3.1
202815	338,382	6,838,223	0.62	3.57
202880	336,740	6,835,991	1.46	5.7
202826	338,179	6,838,079	5.3	6.85
201217	337,909	6,834,632	3.46	10.11
202813	338,469	6,838,147	0.69	21.72

Mineral Processing and Metallurgical Testing

No mineral processing or metallurgical testing programs have been undertaken on the Mateo Property.

Mineral Resource Estimates

The Company has a non-NI 43-101 compliant resource estimate on its Mateo Property. As the historical estimate does not conform to the presently accepted CIM standards and definitions for resource estimates, as required by NI 43-101 regulations, the Company is not relying on the historical resource estimate as justification for a program of compilation work and further exploration. Further economic and technical evaluation of the resource potential for the project will need to be performed in accordance with present industry practices and standards, as set out in NI 43-101.

Mineral Properties Located in Canada

In Canada, the Company’s mineral claims are located in the Larder Lake Mining District of Ontario, along the Quebec border near the town of Ville-Marie, Quebec and in the Timiskaming Graben formation, approximately 15 km north of the town of Ville Marie, Quebec . As of the date of this MD&A, the Company’s total portfolio of claim blocks in this highly prospective discovery area consists of seven separate packages, covering 172 mineral claims and totalling over 4,546 hectares to the North, Northeast and Southwest of QIMC’s Hydrogen-in-soil sample discovery as well as covering similar geology to the west into Ontario. These claim blocks are contiguous on three sides to Quebec Innovative Materials Corp. and cover possible extensions in multiple directions. To date, 164 of the 172 claims have been approved by the Quebec Ministry of Natural Resources and Forests and the Ontario Ministry of Mines.

Figure 2: Location of Point Piche and Larder Lake Projects

On October 30, 2024, the Company executed a definitive agreement (the “Quebec Agreement”) to acquire a 100% interest in three separate packages of mineral claims (11 mineral claims in total) and applications to acquire eight further mineral claims located within the Timiscaming Graben formation, approximately 15 km north of the town of Ville Marie, Quebec, situated between two major mining cities and accessible by road (Route 101) (the “Point Piche Project”). On November 1, 2024, the Company executed an additional agreement to acquire four additional mineral claims, which were added to its Point Piche Project.

Under the terms of the Quebec Agreements, the Company paid $5,000 and agreed to issue up to 1,600,000 common shares, of which 1,100,000 shares were issued on November 13, 2024. The balance of 500,000 common shares will be issued upon approval of the remaining eight claim applications. No royalty is to be paid out of any potential future revenue.

On December 2, 2024, the Company executed a definitive agreement (the “Ontario Agreement”) to acquire a 100% interest in three separate claim packages totaling 149 mineral claim units and 3,246 hectares located in Larder Lake Mining Division of Ontario, contiguous to Quebec Innovative Materials Corp, and are accessible from the town of Timiskaming Shores by road and boat (the “Larder Lake Project”).

Ontario’s Firstbrook Township hosts documented occurrences of copper, lead, cobalt, silver and kimberlite. The area boasts excellent infrastructure, including power and easy road access.

Geologic or white hydrogen offers a clean, renewable and potentially abundant source of energy with a range of environmental and economic benefits. Its carbon-free nature, high energy density and compatibility with existing infrastructure make it a promising solution for meeting future energy needs and achieving global climate goals.

The Company has been reviewing regional geological data to formulate an initial exploration plan, which may include:

·Gas sampling from the soil (soil gas survey) and conducting underwater surveys in Lake Timiskaming.

·These surveys can be used, among other things, to locate degassing zones associated with faults in the Timiskaming rift.

·Geophysical surveys can be conducted to identify deep rock structures.

·Drone surveys can also be conducted to provide valuable remote sensing data for the exploration of hydrogen and helium.

·Fieldwork can be carried out mainly in the Municipality of St-Bruno-de-Guigues sector.

The Company is reviewing regional geologic data to assist in evaluating potential additional acquisitions in the immediate area, as well as formulating an initial exploration plan.

Item 4A. Unresolved Staff Comments

Not applicable.

Item 5. Operating and Financial Review and Prospects

The following discussion and analysis of financial condition and results of operations should be read in conjunction with the information contained in the Company’s consolidated financial statements and the notes thereto for the years ended January 31, 2025, 2024, and 2023 included in this Annual Report on Form 20-F. Such discussion and analysis are based on the Company’s consolidated financial statements prepared in accordance with International Financial Reporting Standards (“IFRS”).

A. Operating Results

The Company’s results of operations have been, and may continue to be, affected by many factors of a global nature, including economic and market conditions, the availability of capital, the level and volatility of prices and interest rates, currency values, commodities prices and other market indices, technological changes, the availability of credit, inflation and legislative and regulatory developments. Factors of a local nature, including political, social, financial, and economic stability, the availability of capital, technology, workers, engineers, and management, as well as geological factors and weather conditions, also affect our results of operations. See “Key Information - Risk Factors”. As a result of the economic and competitive factors discussed above, our results of operations may vary significantly from period to period.

Year Ended January 31, 2025, Compared to Year Ended January 31, 2024

During the year ended January 31, 2025, the Company reported a net loss of $893,717, compared to a net loss of $637,809 incurred during the year ended January 31, 2024. The Company’s total operating expenses for the year ended January 31, 2025, were $692,221, an increase of $265,688 compared to the $426,533 reported for the year ended January 31, 2024. The most significant factor contributing to the rise in operating expenses was the $261,395 general and administrative fees incurred by the Company, compared to the $118,184 incurred during the year ended January 31, 2024. This increase was mainly associated with increased advertising and investor relations expenditures of $161,038, as well as increased requirements for auxiliary supportive activities for investor relations, including $47,496 incurred in travel-related expenses and $16,003 incurred in office expenses.

31, 2025, the Company recognized $46,376 in share-based compensation on the options to acquire up to 1,200,000 common shares, which were granted to the Company’s directors, officers and consultants. The Company had no share-based compensation recorded during the year ended January 31, 2024.

The above increases were in part offset by an $11,018 decrease in salaries, wages, and benefits to $23,760 the Company incurred during the year ended January 31, 2025, as compared to $ 34,778 the Company incurred during the year ended January 31, 2024. The Company’s amortization expense decreased by $5,346 to $10,451, as compared to $15,797 recognized for the year ended January 31, 2024.

In addition to the regular business operating expenses, the Company’s overall net loss for the year ended January 31, 2025, was effected by $177, 956 in interest accrued on the notes payable the Company issued to its related parties, including restructured loan agreements and a credit line with Caitlin Jeffs (January 31, 2024 - $189,926), $38,220 in accretion expense (January 31, 2024 - $Nil), $10,236 loss on foreign exchange fluctuations (January 31, 2024 - $21,350) and $14,916 write off of debt associated with old vendor payables that have exceeded the statute of limitations and $10,000 gain on forgiveness of debt with the Company’s former diretor on her resignation.

The changes in operating expenses and overall net loss were mainly associated with the change in management of the Company, the share consolidation the Company effected in May of 2024, share issuances and debt conversions, as well as the acquisition of new mineral claims in Canada.

Year Ended January 31, 2024, Compared to Year Ended January 31, 2023

During the year ended January 31, 2024, the Company reported a net loss of $637,809 as compared to a net loss of $1,769,501 the Company incurred during the year ended January 31, 2023. The Company’s total operating expenses during the year ended January 31, 2024, were $426,533, a decrease of $1,155,580 as compared to $1,582,113 the Company reported for the year ended January 31, 2023. The largest factor that contributed to the decrease in operating expenses was attributed to $43,258 in mineral and exploration expenses, as compared to $754,906 the Company incurred for the year ended January 31, 2023. The drilling and mapping programs on the Farellón Alto 1-8 concession caused the mineral exploration expenses to increase for the year ending January 31, 2023; the Company did not conduct any exploration work on its mineral properties during the year ending January 31, 2024. The Company’s general and administrative expenses decreased by $222,791 to $118,184 during the year ended January 31, 2024, as compared to $340,975 for the year ended January 31, 2023. The largest component of general and administrative expenses was associated with $74,011, the Company spent on advertising and promotion fees (2023 - $292,404). In addition to the above noted expenses, the Company incurred $34,778 in salaries, wages and benefits, representing a decrease of $27,663, as compared to $62,441 for the year ended January 31, 2023, and $36,555 in regulatory expenses, which decreased by $21,765, as compared to $58,320 the Company incurred in regulatory fees during the year ended January 31, 2023. The Company’s professional fees decreased by $35,187 to $67,961 as compared to $103,148 the Company incurred during the year ended January 31, 2023; and consulting fees decreased by $77,520 to $110,000, as compared to $187,520 the Company incurred for the year ended January 31, 2023.

During the comparative year ended January 31, 2023, the Company recognized a $55,885 impairment charge on its Perth Project, included in Carrizal Property, since the Company has no immediate plans to explore or develop the project. The Perth Project continues to be impaired. However, the Company did not have any additional impairment charges during the year ended January 31, 2024.

In addition to the regular business operating expenses, the Company’s overall net loss for the year ended January 31, 2024, was affected by $189,926 in interest the Company accrued on the notes payable issued to its related parties (2023 - $162,724), which was further increased by $21,350 loss on foreign exchange fluctuations (2023 - $24,664).

B. Liquidity and Capital Resources

As of January 31, 2025, the Company had a cash balance of $264,778, a working capital deficit of $1,145,222, and cash used in operations totalled $478,843 for the year then ended.

The Company’s continuation as a going concern relies on its capacity to generate profitable operations in the future and/or secure the necessary financing to fulfill its obligations and settle its liabilities from normal business activities as they become due. The Company did not produce cash flows from operating activities sufficient to meet the cash requirements for the year ended January 31, 2025. The cash generated by the Company from its operations thus far is considerably less than its current and long-term debt obligations, which include debts under long-term notes and advances payable to related parties. To manage its debt and fund its operations, the Company has primarily depended on obtaining cash through debt or equity financing. The ongoing volatility in the financial equity markets could pose challenges in continuing to secure funds through private placements. There is no guarantee that the Company’s efforts to obtain financing will be successful.

During the year ended January 31, 2025, the Company supported its operations mainly through cash generated from private placement financings and, to a smaller extent, related party debt. During the year ended January 31, 2025, the Company raised $460,700 on the issuance of 5,665,000 Shares in private placement financing, of which $300,000 can be used for the exploration expenses on the Company’s Point Piche Project. In addition, the Company borrowed a total of $297,425 under notes payable and a line of credit with its director and CEO, Caitlin Jeffs, and to a company controlled by Ms. Jeffs and Mr. Thompson. The notes payable accumulate interest at 8% per annum, are unsecured and payable on demand.

Table 22 details the remaining contractual maturities of the Company’s financial liabilities as of January 31, 2025.

Table 22 - Contractual maturities of financial liabilities as of January 31, 2025

	Within 1 year		1-5 years		5+ years		Total
Accounts payable	$	205,071	$	-	$	-	$	205,071
Accrued liabilities		95,343		-		-		95,343
Amounts due to related parties		631,158		-		-		631,158
Loans payable		509,950		1,529,912		-		2,039,862
Withholding taxes payable		-		-		140,564		140,564
	$	1,441,522	$	1,529,912	$	140,564	$	3,111,998

Table 23 presents the long-term contractual obligations and commitments, notwithstanding financial liabilities included in Table 22:

Table 23 - Contractual Obligations

	Within 1 year<br>US	1-5 years<br>US	5+ years<br>US	Total<br><br><br>US$
Farellón royalty				600,000
Quina royalty (see discussion below)				-
Exeter royalty (see discussion below)				-
Che royalty				100,000
Mineral property taxes				26,000
				726,000

All values are in US Dollars.

Farellón royalty. The Company is committed to paying the vendor a royalty equal to 1.5% on the net sales of minerals extracted from the Farellón Alto 1 - 8 concession up to a total of US$600,000. The royalty payments are due monthly once exploitation begins and are subject to minimum payments of US$1,000 per month when mining operations are active.

Quina royalty. The Company is committed to paying a royalty equal to 1.5% on the net sales of minerals extracted from the Quina concession. The royalty payments are due semi-annually once commercial production begins and are not subject to minimum payments.

Exeter royalty. The Company is committed to paying a royalty equal to 1.5% on the net sales of minerals extracted from the Exeter concession. The royalty payments are due semi-annually once commercial production begins and are not subject to minimum payments.

Che royalty. The Company is committed to paying a royalty equal to 1% of the net sales of minerals extracted from the concessions to a maximum of US$100,000 to the former owner. The royalty payments are due monthly once exploitation begins and are not subject to minimum payments.

Mineral property taxes. To keep its mineral concessions in good standing, the Company is required to pay mineral property taxes of approximately CAD$35,000 (US$26,000) per annum.

C. Research and Development, Patents and Licenses, etc.

Not applicable.

D. Trend Information

Since the company is a mineral exploration company, we do not currently know of any trends, uncertainties, demands, commitments or events that are reasonably likely to have a material effect on our net sales or revenue, income from continuing operations, profitability, liquidity or capital resources, or that would cause reported financial information not necessarily to be indicative of future operating results or financial condition.

E. Critical Accounting Estimates

Information regarding the Company’s critical accounting estimates is incorporated by reference to the Company’s financial statements.

Item 6. Directors, Senior Management and Employees

A. Directors and Senior Management

The following table sets forth the names, business experience and function/areas of expertise of each of our directors and officers:

Table 24 - Directors and Senior Management

Name Office Held Age	Area of Experience and Functions in Our Company
Caitlin Leigh Jeffs<br><br><br>Director, Chief Executive Officer, President, and Secretary<br><br><br>Age: 49	Ms. Jeffs has been a director of the Company since October 2, 2007, and the Chief Executive Officer, President, and Secretary since April 21, 2008. Ms. Jeffs stepped down from her CEO position during the period from May 10, 2024 until August 16, 2024. As Chief Executive Officer, Ms. Jeffs is responsible for the development of the Company’s strategic direction and the management and supervision of its overall business. As director, Ms. Jeffs is responsible for the corporate governance of the Company.
Michael John Thompson<br><br><br>Director and Vice President of Exploration<br><br><br>Age: 55	Mr. Thompson has been a director of the Company since October 16, 2007, and its Vice President of Exploration since April 2008. As Vice President of Exploration, Mr. Thompson is responsible for setting the Company’s exploration targets and budgets, defining its goals and standards, and managing the exploration staff and the execution of exploration operations in order to achieve the Company’s strategic goals. As director, Mr. Thompson is responsible for the corporate governance of the Company.

Name Office Held Age

Area of Experience and Functions in Our Company

Caitlin Leigh Jeffs Director, Chief Executive Officer, President, and Secretary Age: 49

Ms. Jeffs has been a director of the Company since October 2, 2007, and the Chief Executive Officer, President, and Secretary since April 21, 2008. Ms. Jeffs stepped down from her CEO position during the period from May 10, 2024 until August 16, 2024. As Chief Executive Officer, Ms. Jeffs is responsible for the development of the Company’s strategic direction and the management and supervision of its overall business. As director, Ms. Jeffs is responsible for the corporate governance of the Company.

Michael John Thompson Director and Vice President of Exploration Age: 55

Mr. Thompson has been a director of the Company since October 16, 2007, and its Vice President of Exploration since April 2008. As Vice President of Exploration, Mr. Thompson is responsible for setting the Company’s exploration targets and budgets, defining its goals and standards, and managing the exploration staff and the execution of exploration operations in order to achieve the Company’s strategic goals. As director, Mr. Thompson is responsible for the corporate governance of the Company.

Name Office Held Age	Area of Experience and Functions in Our Company
Brian Gusko<br><br><br>Director and Vice President of Corporate Finance<br><br><br>Age: 59	Mr. Gusko has been a director of the Company since August 15, 2024, and its Vice President of Corporate Finance since May 10, 2024. As VP of Corporate Finance, Mr. Gusko is responsible for the day-to-day financial management of the Company, including financial risk and investment strategies, alongside tracking the overall financial health of the Company. As director, Mr. Gusko is responsible for the corporate governance of the Company.
Matthew Parent<br><br><br>Director<br><br><br>Age: 55	Mr. Parent has been a director of the Company since November 12, 2024. As director, Mr. Parent is responsible for the corporate governance of the Company.
Cody McFarlane<br><br><br>Director<br><br><br>Age: 37	Mr. McFarlane was appointed as a director of the Company on February 28, 2019. As a director of the Company and Mr. McFarlane is responsible for the corporate governance of the company.
Joao (John) Da Costa<br><br><br>Chief Financial Officer, and Treasurer, former Director<br><br><br>Age: 60	Mr. Da Costa has been a director of the Company from May 2012 until his resignation on May 10, 2024. Mr. Da Costa has served as the Company’s Chief Financial Officer since May 13, 2008. As the Chief Financial Officer, Mr. Da Costa is responsible for the financial and corporate management and supervision of the affairs and the business of the Company. As a former director, Mr. Da Costa was responsible for the corporate governance of the Company.
Jeffrey Cocks<br><br><br>Former Director<br><br><br>Age: 62	Mr. Cocks has been a director of the Company from February 28, 2019, until May 10, 2024. As a director of the Company, Mr. Cocks was responsible for the corporate governance of the Company.
Marian Myers, P.Geo<br><br><br>Former Director<br><br><br>Age: 62	Ms. Myers was appointed as the director of the Company and Project Manager on May 10, 2024, until her resignation on December 3, 2024. As a director of the Company Ms. Myers was responsible for the corporate governance of the Company.
Gregory Jensen<br><br><br>Former Director, Chief Executive Officer, President, and Secretary<br><br><br>Age: 46	Mr. Jensen has been a director, Chief Executive Officer, President, and Secretary of the Company since May 10, 2024 until August 16, 2024. As a former Chief Executive Officer, Mr. Jensen was responsible for the development of the Company’s strategic direction and the management and supervision of its overall business. As a former director, Mr. Jensen was responsible for the corporate governance of the Company.

Caitlin Jeffs, P. Geo.

Ms. Jeffs has been the Company’s director since October 2007 and its President, Chief Executive Officer and Secretary since April 21, 2008, until her resignation on May 10, 2024. On August 16, 2024, Ms. Jeffs was reappointed as President and Chief Executive Officer of the Company on the resignation of Mr. Jensen. Ms. Jeffs acts as the chairman of the board of directors of the Company. She has more than 15 years of experience as an exploration geologist. Ms. Jeffs graduated from the University of British Columbia in 2002 with an honours Bachelor of Science in geology. She is a professional geologist on the register of the Association of Professional Geoscientists of Ontario. She worked for Placer Dome (CLA) Ltd. in Canada from February 2003 until May 2006, where she worked as both a project geologist managing drill programs for the exploration department at Placer Dome’s Musselwhite Mine in Northwestern Ontario and then as part of the generative team evaluating potential projects in Northwestern Ontario. Placer Dome (since acquired by Barrick Gold Corp. and Gold Corp.) was a major mining company with operations in North America, Australia, Africa and South America. None of these companies is related to Red Metal. Ms. Jeffs was a self-employed consulting geologist from May 2006 to April 2007. She is one of the founders and the general manager of Fladgate Exploration Consulting Corporation, a firm of consulting geologists in Ontario, Canada, which provides its services to Red Metal. Since July 2012, Ms. Jeffs has been a director of Kesselrun Resources Ltd., a resource exploration company listed on the TSX Venture Exchange and focused on gold exploration in Ontario, Canada. She was a director

of Trilogy Metals Inc., a resource exploration company listed on the TSX Venture Exchange, from July 2006 to May 2007. She lives with Michael Thompson as a family.

Ms. Jeffs devotes 25% of her time to the affairs of the Company. She is an independent contractor and did not sign a non-disclosure agreement with the Company.

Michael Thompson, P. Geo.

Mr. Thompson has been a director of the Company since October 2007 and the Vice President of Exploration since April 2008. He has more than 20 years of experience as an exploration geologist. Mr. Thompson graduated from the University of Toronto in 1997 with an honours Bachelor of Science in geology. He is a professional geologist on the register of the Association of Professional Geoscientists of Ontario. He worked in Canada for Teck Resources Ltd. from 1999 until 2002 as a project geologist, managing exploration projects in Northwestern Ontario. From January 2003 until May 2006, he worked for Placer Dome (CLA) Ltd. as both a project geologist managing drill programs for the exploration department at Placer Dome’s Musselwhite Mine in Northwestern Ontario and then as part of the generative team evaluating potential projects in Northwestern Ontario. Teck Resources and Placer Dome (since acquired by Barrick Gold Corp. and Gold Corp.) are major mining companies with operations in North America, Australia, Africa and South America. None of these former employers is related to Red Metal. Mr. Thompson was a self-employed consulting geologist from May 2006 to April 2007. He is one of the founders and the president of Fladgate Exploration Consulting Corporation, a firm of consulting geologists in Ontario, Canada, which provides its services to Red Metal. Since July 2012, Mr. Thompson has been President, CEO and a director of Kesselrun Resources Ltd., a resource exploration company listed on the TSX Venture Exchange and focused on gold exploration in Ontario, Canada. Since October 2011, Mr. Thompson has been a director of Fairmont Resources Inc., a resource exploration company listed on the TSX Venture Exchange. He lives with Caitlin Jeffs as a family.

Mr. Thompson devotes 25% of his time to the affairs of the Company. He is an independent contractor and did not sign a non-disclosure agreement with the Company.

Brian Gusko

Mr. Gusko has been a VP of Corporate Finance since May 10, 2024, and a director since August 15, 2024. Mr. Gusko holds an MBA from the University of Calgary and a certificate of completion from the European Summer School of Advanced Management. Mr. Gusko has over 15 years’ experience in capital markets and has helped raise over $75 million for various enterprises. He has served on the board and as Chief Financial Officer of various private and public companies. Mr. Gusko has assisted with the interlisting of over ten companies on the Frankfurt Stock Exchange and has helped numerous companies access German capital markets. Previously, Mr. Gusko was the Chief Financial Officer of private and public companies. The last company he helped take public on the CSE had a market capitalization of over $200 million at the time of listing.

Mr. Gusko devotes 25% of his time to the affairs of the Company. He is an independent contractor and did not sign a non-disclosure agreement.

Cody McFarlane

Mr. McFarlane has been a director of the Company since February 28, 2019. Mr. McFarlane was appointed as a director of our Company on February 28, 2019. Mr. McFarlane is a partner and founder at Axiom Legal and Business Consultants, an international legal and business advisory firm that assists foreign technology and services companies in entering and operating in Latin America. Prior to founding Axiom, Mr. McFarlane served as General Manager of the Latin American division of Harris Gómez Group, an international and multidisciplinary firm specializing in cross-border transactions between Australia and Latin America. Mr. McFarlane brings with him an extensive knowledge of international acquisitions and expansions of various businesses into Chile, Peru, Bolivia, Colombia, Ecuador, Argentina, Brazil, Panama and Mexico, as well as expertise of working with international trade organizations (UK Trade, Canadian Embassy, etc.) whom he assisted in identifying opportunities in several Chilean key sectors such as mining, energy and infrastructure. Mr. McFarlane holds a Diploma in Business Management from Grant MacEwan University in Edmonton, Canada, and a Bachelor of Commerce degree in Managerial Finance from the University of Lethbridge, Canada.

Mr. McFarlane devotes 5% of his time to the affairs of the Company. He is an independent contractor and did not sign a non-disclosure agreement.

Matthew Parent

Mr. Parent has been a director of the Company since November 12, 2024. Mr. Parent holds a Bachelor of Arts degree from the University of Western Ontario, a Bachelor of Commerce degree from the University of Windsor, and an accounting degree from Athabasca University, which he pursued as part of his continuing education. Coupled with his Canadian Securities Course, Mr. Parent recently completed his Dealer Representative course from the Investment Funds Institute of Canada (IFSE) and is currently enrolled in the Officers’, Directors’ and Partners’ Course with the IFSE. Mr. Parent is a proven entrepreneur with over 35 years of business experience in strategic marketing, business strategy, and operations, having founded and successfully developed businesses in both the home services and transportation and logistics industries. Mr. Parent is currently a Director of Business Development at the Investing News Network.

Mr. Parent devotes 5% of his time to the affairs of the Company. He is an independent contractor and did not sign a non-disclosure agreement.

Joao (John) Da Costa

Mr. Da Costa has been the director of the Company since May 2012; he resigned from the board of directors on May 10, 2024. Since May 13, 2008, Mr. Da Costa has also acted as the Company’s Chief Financial Officer and Treasurer. Mr. Da Costa has over 20 years of experience providing bookkeeping and accounting services to both private and public companies. He is the founder and president of Da Costa Management Corp., a company that has provided management and accounting services to public and private companies since August 2003. Red Metal is a client of Da Costa Management Corp. Currently, Mr. Da Costa serves as a director and Chief Financial Officer of Kesselrun Resources Ltd., a Canadian reporting company listed on the TSX Venture Exchange, which is engaged in the acquisition, exploration, and development of mineral properties in Ontario, Canada. On June 8, 2020, Mr. Da Costa is a director of StimCell Energetics Inc., an SEC reporting issuer, which engages in the research and development of therapeutic and non-therapeutic general wellness products.

Mr. Da Costa continues to serve as the Company’s Chief Financial Officer and Treasurer, devoting 25% of his time to the Company’s affairs. He is an independent contractor and did not sign a non-disclosure agreement.

Jeffrey Cocks

Mr. Cocks has over 25 years of experience in consulting, sales, marketing, product development, and branding, as well as corporate compliance, including overseeing his company’s accounting, compliance, and finance departments, and serving as a director of several public companies in both the United States and Canada. From August 1996 to the present, Mr. Cocks has served as the Chairman and Chief Executive Officer of West Isle Ventures, Ltd., a Canadian company that provides consulting services to start-ups and other companies. Mr. Cocks serves on the board of directors and the audit committee of Carson River Ventures Corp., which is listed on the Canadian Securities Exchange. Mr. Cocks is the Chairman, CFO and director of Nevada Canyon Gold Corp., an SEC reporting issuer. Mr. Cocks has over 25 years of experience in consulting, sales, marketing, product development, and branding, as well as corporate compliance, in executive offices. He has overseen his company’s accounting, compliance, and finance departments and served as a director of several public companies in both the United States and Canada. Mr. Cocks holds a certificate from Simon Frasier University in its securities program.

Mr. Cocks resigned from the Company’s board of directors on May 10, 2024. Prior to his resignation, he devoted 5% of his time to the affairs of the Company. He was an independent contractor and did not sign a non-disclosure agreement.

Marian Myers, P.Geo.

Ms. Myers has been the director and Project Manager of the Company since May 10, 2024. Ms. Myers resigned as Director and Project Manager of the Company on December 3, 2024. Ms. Myers, P.Geo, has a M.Sc (Geology) from the University of the Witwatersrand, South Africa and has 35 years’ experience working for a wide array of major and junior mining companies including Gold Fields (GFI), Anglo American (A.L.), AngloGold (AU), Balmoral Resources and Cardero Resource Corp. Ms. Myer’s breadth of international experience has taken her from her home town near Johannesburg, South Africa to work on projects in Ghana, Zimbabwe, Australia, Alaska, Peru, Chile and now Canada where she resides in Vancouver. She specializes in the GIS integration of geochemical, geophysical and geological information, including historical data sets, with expertise in QA/QC procedures, field data collection supervision, and assessment and technical report development.

Prior to her resignation, Ms. Myers devoted 5% of her time to the affairs of the Company. She was an independent contractor and did not sign a non-disclosure agreement.

Gregory Jensen

Mr. Jensen has served as the Company’s director, President, Chief Executive Officer, and Secretary since May 10, 2024, until his resignation on August 16, 2024. Mr. Jensen has over 25 years of experience in finance, capital markets, and business management, spanning several industries, including technology, mining, engineering, and professional services. Most recently, Mr. Jensen served as a director of Lomiko Metals Inc. (TSX.V: LMR), a graphite and lithium exploration company, from December 2020 to December 2021.

Prior to his resignation, Mr. Jensen devoted 25% of his time to the affairs of the Company. He was an independent contractor and did not sign a non-disclosure agreement.

B. Compensation

The following sets out the compensation provided to our directors and senior management for performance of their duties during the fiscal year ended January 31, 2025:

Table 25: SUMMARY COMPENSATION TABLE

					Non-equity<br>incentive compensation<br>plan compensation<br>()
Name and<br><br><br>principal<br><br><br>position	Year	Salary<br><br><br>($)	Share-<br><br><br>based<br><br><br>awards<br><br><br>($)	Option-<br><br><br>based<br><br><br>awards<br><br><br>($)	Annual<br>incentive<br>plans	Pension<br><br><br>Value<br><br><br>($)	All other<br><br><br>Compensation<br><br><br>($)	Total<br><br><br>Compensation<br><br><br>($)
Caitlin Jeffs<br><br><br>Director, CEO, President, and Secretary	2025	Nil	Nil	7,729(1)	Nil	Nil	35,000(1)	42,729
Michael Thompson<br><br><br>Director and VP of Exploration	2025	Nil	Nil	7,729(2)	Nil	Nil	35,000(2)	42,729
Joao (John) Da Costa CFO, Treasurer and Former Director	2025	Nil	Nil	7,729(3)	Nil	Nil	60,000(3)	67,729
Brian Gusko<br><br><br>Director and VP of Corporate Finance	2025	Nil	Nil	7,729(4)	Nil	Nil	20,000(4)	27,729

All values are in US Dollars.

					Non-equity<br>incentive compensation<br>plan compensation<br>()
Name and<br><br><br>principal<br><br><br>position	Year	Salary<br><br><br>($)	Share-<br><br><br>based<br><br><br>awards<br><br><br>($)	Option-<br><br><br>based<br><br><br>awards<br><br><br>($)	Annual<br>incentive<br>plans	Pension<br><br><br>Value<br><br><br>($)	All other<br><br><br>Compensation<br><br><br>($)	Total<br><br><br>Compensation<br><br><br>($)
Matthew Parent<br><br><br>Director	2025	Nil	Nil	Nil	Nil	Nil	1,000(5)	1,000
Cody McFarlane<br><br><br>Director	2025	Nil	Nil	7,729(6)	Nil	Nil	24,076(6)	31,805
Jeffrey Cocks<br><br><br>Former Director	2025	Nil	Nil	Nil	Nil	Nil	Nil	Nil
Marian Myers, P.Geo<br><br><br>Former<br><br><br>Director	2025	Nil	Nil	Nil	Nil	Nil	10,000(7)	10,000
Gregory Jensen<br><br><br>Former<br><br><br>Director, CEO and President	2025	Nil	Nil	Nil	Nil	Nil	Nil	Nil

All values are in US Dollars.

(1)For the fiscal year ended January 31, 2025, other compensation to Ms. Jeffs included $10,000 in consulting fees and $25,000 in geological consulting fees incurred with Fairtide Ventures. In addition, Ms. Jeffs was granted an option to acquire up to 200,000 Common Shares of the Company at $0.12 per share expiring on October 2, 2026, valued at $7,729.

(2)For the fiscal year ended January 31, 2025, other compensation to Mr. Thompson included $10,000 in consulting fees and $25,000 in geological consulting fees incurred with Fairtide Ventures. In addition, Mr. Thompson was granted an option to acquire up to 200,000 Common Shares of the Company at $0.12 per share expiring on October 2, 2026, valued at $7,729.

(3)For the fiscal year ended January 31, 2025, other compensation to Mr. Da Costa included $60,000 in consulting fees incurred with Da Costa Management Corp., a company wholly-owned by Mr. Da Costa. In addition, Mr. Da Costa was granted an option to acquire up to 200,000 Common Shares of the Company at $0.12 per share expiring on October 2, 2026, valued at $7,729.

(4)For the fiscal year ended January 31, 2025, other compensation to Mr. Gusko included $20,000 in consulting fees incurred with Brian Gusko Advisory Services, a company wholly-owned by Mr. Gusko. In addition, Mr. Gusko was granted an option to acquire up to 200,000 Common Shares of the Company at $0.12 per share expiring on October 2, 2026, valued at $7,729.

(5)For the fiscal year ended January 31, 2025, other compensation to Mr. Parent included $1,000 in consulting fees incurred with Academic Resources Ltd. a company wholly-owned by Mr. Parent.

(6)For the fiscal year ended January 31, 2025, other compensation to Mr. McFarlane included $24,076 in legal fees incurred to Ax Legal SpA, a company 50% controlled by Mr. McFarlane. In addition, Mr. McFarlane was granted an option to acquire up to 200,000 Common Shares of the Company at $0.12 per share expiring on October 2, 2026, valued at $7,729.

(7)For the fiscal year ended January 31, 2025, other compensation to Ms. Myers included $10,000 in consulting fees, which Ms. Myers agreed to forgive on her resignation.

The Company does not have any pension or retirement plans, nor does the Company compensate its directors and officers by way of any material bonus or profit-sharing plans. Directors, officers, employees, and other key personnel of the Company may be compensated by way of stock options at the discretion of the Board of Directors.

C. Board Practices

The election and retirement of directors are provided for in the Company’s Articles (the “Articles”). An election of directors shall take place at each annual general meeting of shareholders and all the directors then in office shall retire but, if qualified, shall be eligible for re-election. A director shall retain office only until the election of his/her successor. The number of directors to be elected at such a meeting shall be the number of directors then in office, unless the directors or shareholders otherwise determine. The election shall be by ordinary resolution of shareholders.

If an election of directors is not held at the proper time, the incumbent directors shall continue in office until their successors are elected.

The Articles also permit the directors to appoint additional directors to the board between annual general meetings, provided that the number appointed does not exceed one-third of the number of directors elected at the last annual general meeting. Individuals appointed as directors to fill casual vacancies on the board or added as additional directors hold office in the same manner as any other director, until the next annual general meeting, at which time they may be re-elected or replaced.

None of the Company’s directors has a service contract with the Company or its subsidiaries that provides for benefits upon termination of employment.

The role of the audit committee is to act in an objective and independent capacity as a liaison between the auditor, management, and the board, and to ensure that the auditor has a facility to consider and discuss governance and audit issues with parties not directly responsible for operations. The Company is required under Canadian securities laws to disclose certain information relating to the audit committee and its relationship with the Company’s independent auditor.

The members of the audit committee are Brian Gusko, Matthew Parent, and Cody McFarlane, each of whom is considered independent, except for Mr. Gusko, who is also the VP of Corporate Finance of the Company.

The Company’s board of directors does not have a compensation committee or a nominating committee. The board of directors believes this is appropriate given the small size of the Company and the stage of its development.

The Company has not adopted any procedures by which its security holders may recommend nominees to the Board of Directors, and this has not changed during the last fiscal year.

The Company acknowledges the importance of having a financial expert on its audit committee to enhance the oversight of financial reporting and internal controls. However, at this time, the Company does not have a member who meets the specific criteria of an “audit committee financial expert” as defined by Item 407 of Regulation S-K.

While none of the Company’s current audit committee members meet the precise qualifications of an “audit committee financial expert” as outlined by the SEC, each member of the Audit Committee qualifies as “financially literate” as defined in National Instrument 52-110, as all have the industry experience necessary to understand and analyze financial statements of the Company, as well as the understanding of internal controls and procedures essential for financial reporting. Each member of the audit committee brings substantial experience in finance, business, and governance. Collectively, they possess a deep understanding of the Company’s financial practices and the industry in which it operates. Additionally, the audit committee regularly consults with external advisors, including independent auditors and financial consultants, to supplement its expertise. These advisors provide additional oversight and insight, ensuring that the audit committee has access to the necessary financial acumen.

D. Employees

As of January 31, 2025, the Company had one employee in Chile and engaged part-time assistants during its exploration programs and for administrative support. The Company’s management team and its directors provide their services as independent consultants. The Company does not have any relationships with labour unions.

E. Share Ownership

On May 23, 2024, the Company completed a share consolidation (reverse stock split) on the basis of one new share for every three old shares. The share consolidation did not change the proportionate ownership interest of any shareholder or the total equity attributable to the Company’s shareholders. All references to share and per share amounts in this Annual Report on Form 20-F have been retrospectively adjusted to reflect the share consolidation as if it had occurred at the beginning of the earliest period presented.

As of June 2, 2025, the Company had 40,035,726 Common Shares issued and outstanding. Of the shares issued and outstanding, warrants held, and stock options granted, the Company’s directors and officers owned the following Common Shares as of June 2, 2025:

Directors and Senior Management

Table 26 – Share ownership of Directors and Senior Management

Name
Caitlin Jeffs	2,258,441(2)	5.59%
John Da Costa	1,581,230(3)	3.92%
Michael Thompson	381,508(4)	0.95%
Brian Gusko	3,200,000(5)	7.95%
Matthew Parent	-	0.00%
Cody McFarlane	233,333(6)	0.58%

(1)Based on 40,035,726 Common Shares issued and outstanding as at June 2, 2025, and the number of shares issuable upon the exercise of issued and outstanding stock options and warrants which are exercisable within 60 days of June 2, 2025.

(2)Includes stock options to purchase up to 146,667 of Common Shares at an exercise price of $0.75 per share expiring on November 24, 2026, and 200,000 Common Shares at an exercise price of $0.12 per share expiring on October 2, 2026.

(3)Includes stock options to purchase up to 133,333 of Common Shares at an exercise price of $0.75 per share expiring on November 24, 2026, and 200,000 Common Shares at an exercise price of $0.12 per share expiring on October 2, 2026. In addition, the number of shares beneficially owned by Mr. Da Costa includes 1,098,889 Common Shares which were issued in the name of Da Costa Management Corp, a company wholly-owned by Mr. Da Costa.

(4)Includes stock options to purchase up to 50,000 of Common Shares at an exercise price of $0.75 per share expiring on November 24, 2026, and 200,000 Common Shares at an exercise price of $0.12 per share expiring on October 2, 2026.

(5)Includes stock options to purchase up to 200,000 Common Shares at an exercise price of $0.12 per share expiring on October 2, 2026.

(6)Includes stock options to purchase up to 33,333 of Common Shares at an exercise price of $0.75 per share expiring on November 24, 2026, and 200,000 Common Shares at an exercise price of $0.12 per share expiring on October 2, 2026.

Stock Option Plan

The Company’s Stock Option Plan was approved by the shareholders of the Company on December 3, 2024, enabling the Board to grant stock options to purchase Common Shares (the “Options”) from time to time to eligible persons. The purpose of the Stock Option Plan is to attract and retain directors, officers, employees and consultants and to motivate them to advance the interests of the Company by affording them with the opportunity to acquire an equity interest in the Company through options granted under the Stock Option Plan to purchase shares.

The Stock Option Plan permits the granting of Options to directors, officers, employees of, and consultants to, the Company, its subsidiaries and affiliates (“Eligible Persons” or “Optionees”). The purpose of the Stock Option Plan is to attract and retain Eligible Persons and motivate them to advance the interests of the Company by awarding them with the opportunity to acquire an equity interest in the Company through Options granted under the Stock Option Plan. Unless authorized by the shareholders of the Company, the Stock Option Plan limits the total number of Common Shares that may be reserved for issuance on the exercise of Options outstanding under the Stock Option Plan, together with all of the Company’s other previously established or proposed Options, option plans, employee stock purchase plans or any other compensation or incentive mechanisms involving the issuance or potential issuance of Common

Shares, to a number not exceeding 10% of the number of issued Common Shares from time to time, subject to the following additional limitations:

1.no one person may be granted Options to purchase a number of Common Shares equaling more than 5% of the issued Common Shares of the Company in any 12-month period; and

2.Options shall not be granted if the exercise thereof would result in the issuance of more than 2% of the issued Common Shares in any 12-month period to any one consultant of the Company (or any of its subsidiaries) without the prior consent of the Exchange.

In the event that the Stock Option Plan is approved by a majority of the votes cast at a meeting of the shareholders of the Company, pursuant to section 2.25 of National Instrument 45-106 - Prospectus and Registration Exemptions, the Board may grant options to Optionees exceeding the limits set out in section 3.6 of the Stock Option Plan subject to compliance with applicable securities laws and exchange policies. The Stock Option Plan provides that the exercise price of Options is fixed by the Board at the time that the Option is granted, provided that such price is not less than the prevailing price permitted by Exchange policies. Also, the Board may, in its sole discretion, determine the time during which Options will vest and the method of vesting, or impose no vesting restrictions.

The maximum length of any Option is ten (10) years from the date the Option is granted. Except as otherwise determined by the Board, a participant’s options will expire ninety (90) days after a participant ceases to act for the Company, other than by reason of death. Options of a participant that provides investor relations activities will expire 30 days after the cessation of the participant’s services to the Company. In the event of the death of a participant, the participant’s heirs or administrators may exercise any Option granted to the Optionee to the extent such Option was exercisable and had bested on the date of death until the earlier of the expiry date and one (1) year after the date of death of such Optionee.

The decision to grant Options is made by the Board as a whole, and a grant is approved by directors’ resolutions or at a meeting of the directors.

Item 7. Major Shareholders and Related Party Transactions

A. Major Shareholders

The following table sets forth, as of June 2, 2025, the persons known to the Company to be the beneficial owners of more than five percent (5%) of the Company’s Common Shares:

Table 27 – Major Shareholders

Name of Shareholder	No. of Common<br><br><br>Shares Owned		Percentage of<br><br><br>Outstanding Common<br><br><br>Shares(1)
Brian Gusko		3,000,000(2)		7.49%
Richard Jeffs		2,707,969		6.76%

(1)Based on 40,035,726 Common Shares issued and outstanding as at June 2, 2025.

(2)Does not include stock options to purchase up to 200,000 Common Shares.

To the best of the management’s knowledge, the Company is not directly or indirectly owned or controlled by another corporation, by any foreign government or by any other natural or legal person.

There are no arrangements known to the management, the operation of which may at a subsequent date result in a change in control of the Company.

B. Related Party Transactions

The following sets forth all material transactions and loans from February 1, 2023, to the current date between the Company and: (a) enterprises that directly or indirectly through one or more intermediaries, control or are controlled by, or are under common control with, our company; (b) associates; (c) individuals owning, directly or indirectly, an interest in the voting power of our company that gives them significant influence over the Company and close members of any such individuals’ families; (d) key management personnel of the Company, including directors and senior management of the Company and close members of such individuals’ families; and (e) enterprises in which a substantial interest in the voting power is owned, directly or indirectly, by any person described in (c) or (d) or over which such a person is able to exercise significant influence. For the purposes of this section, shareholders beneficially owning a 10% interest in the voting power of the Company are presumed to have a significant influence.

During the years ended January 31, 2025, 2024, and 2023, the Company incurred the following expenses with related parties:

Table 28 – Related Party Transactions

	Years ended<br><br><br>January 31,
	2025		2024		2023
Consulting fees to a company owned by an officer and a former director	$	60,000	$	60,000	$	60,000
Consulting fees to a company controlled by officers and directors		10,000		45,000		60,000
Mineral exploration fees to a company controlled by officers and directors		25,000		-		-
Mineral exploration and general administrative expenses to a company controlled by officers and directors		-		5,400		99,984
Consulting fees paid or accrued to a company controlled by a former VP of Finance		-		-		7,120
Legal fees paid to a company controlled by a director		24,076		28,372		22,316
Consulting fees to a company controlled by a director		1,000		-		-
Consulting fees to an officer and director		20,000		-		-
Consulting fees to a former director		10,000		-		-
Stock-based compensation		38,645		-		-
Total transactions with related parties	$	188,721	$	138,772	$	249,420

The following amounts were due to related parties as at:

Table 29 – Amounts Due to Related Parties

	January 31,<br><br><br>2025		January 31,<br><br><br>2024
Due to a company owned by an officer and a former director (a), (c)	$	171,387	$	158,831
Due to a company controlled by officers and directors (a)		171,806		155,803
Due to a company controlled by officers and directors (a)		243,123		203,450
Due to an officer and director (a)		20,047		-
Due to a company controlled by a director (a)		16,714		9,291
Due to the Chief Executive Officer (“CEO”) and director (a), (b)		3,341		68,159
Due to a major shareholder (a), (b)		2,162		3,349
Due to the Chief Financial Officer (“CFO”) (a), (b)		1,448		1,340
Due to a company controlled by a director (a)		1,130		-
Total due to related parties(a)	$	631,158	$	600,223

(a)Amounts are unsecured, due on demand and bear no interest.

(b)On July 29, 2020, Polymet entered into mining royalty agreements (the “NSR Agreements”) with the Company’s CEO, CFO, and the major shareholder (the “Purchasers”) to sell net smelter returns (the “NSR”) on its mineral concessions. NSR range from 0.3% to 1.25%, depending on the particular concession and the Purchaser. The Company’s CEO agreed to acquire the NSR for $2,173 (US$1,500), the CFO agreed to acquire the NSR for $1,448 (US$1,000), and the major shareholder agreed to acquire the NSR for $3,621 (US$2,500).

The NSR will be paid quarterly once commercial exploitation begins and will be paid on gold, silver, copper and cobalt sales. If, within two years, the Company does not commence commercial exploitation of the mineral properties, an annual payment of $10,000 per purchaser will be paid.

Pursuant to Chilean law, the NSR agreements will come in force only when registered against the land title in Chile. The registration of the NSR Agreements has been deferred, therefore the payments made by the CEO, CFO, and the major shareholder have been recorded as advances on the books of the Company and will be applied towards the NSR Agreements, once they are fully legalized.

(c)On June 19, 2024, the Company entered into a debt settlement agreement with Da Costa Management Corp, an entity owned by the Company’s CFO, who agreed to convert a total of $50,000 owed for regular trade payables into 1,000,000 Shares at $0.05 per share.

Notes Payable to Related Parties

Debt Restructuring

On May 9, 2024, the Company restructured a portion of its debt with related parties (the “Creditors”) in the amount of $1,911,452, whereby the Creditors agreed to forgive a total of $145,848 in interest accrued on demand notes payable up to January 31, 2024 (which was recorded as part of the equity reserves), and to restructure repayment of remaining balance of $1,765,604 plus interest accrued on the Debt up to May 9, 2024, totaling $51,651 over a five-year period (the “Restructured Loan Agreements”). Under the Restructured Loan Agreements, the remaining balance and accrued interest, totalling $1,817,255 (the “Debt”), continues to accrue interest at an annual interest rate of 8%, and must be repaid in a series of semi-annual installment payments, commencing six months from the date of the Debt restructuring, on November 9, 2024, over a period of five years. On January 13, 2025, the Company and the Creditors amended the Restructured Loan Agreements to extend and combine the first two payments to July 15, 2025. All other terms of the Restructured Loan Agreements remained the same.

Since the interest rate on the Restructured Loan Agreements was below market rate, the Company recognized $239,337 in equity reserves, which was determined by discounting the total expected future obligations under the Restructured Loan Agreements at a market interest rate of 13%. During the year ended January 31, 2025, the Company recorded accretion of $38,220 on the Debt and $109,064 in interest on the Debt.

A reconciliation of the balance outstanding at January 31, 2025, is as follows:

Table 30 – Reconciliation of Debt Balance

	January 31, 2025
Initial Debt at May 9, 2024	$	1,765,604
Interest accrued up to May 9, 2024		51,651
Equity portion of loans payable		(239,337)
Interest expense		109,064
Accretion expense		38,220
Total loan balance at January 31, 2025		1,725,202
Less current portion		(195,290)
Non-current balance, January 31, 2025	$	1,529,912

Reassignment of Certain Notes Payable with Related Parties

On May 9, 2024, the Company was notified that $450,000 owed under the notes payable with related parties were reassigned to new directors and officers of the Company, who joined the management team on May 10, 2024. This amount was converted to 9,000,000 Shares at $0.05 per Share, as part of the June 19, 2024, debt settlement transaction

Other Related Party Notes Payable due on Demand

The following amounts were due under the notes payable on demand:

Table 31 – Notes Payable on Demand

	January 31,<br><br><br>2025		January 31,<br><br><br>2024
Notes payable to CEO and director(a)	$	43,743	$	1,325,624
Line of credit with CEO and director (b)		134,591		-
Note payable to CFO		-		17,664
Note payable to a company controlled by officers and directors(c)		-		200,240
Note payable to a company controlled by officers and directors (a)		136,326		340,611
Note payable to a significant shareholder		-		677,552
Total notes payable to related parties	$	314,660	$	2,561,691

(a)These notes payable are unsecured, due on demand and accumulate interest at a rate of 8% per annum.

(b)On November 20, 2024, the Company entered into an unsecured line of credit agreement with the Company’s CEO and Director for up to $200,000. The outstanding balance, if any, on the revolving loan is due and payable on demand and bears interest at an annual rate of 8%. As at January 31, 2025, the Company had $132,496 drawn on the facility with $2,095 in interest accrued thereon.

(c)On June 19, 2024, the Company entered into a debt settlement agreement with Fladgate Exploration Consulting Corporation, an entity partly owned by the Company’s director and VP of Exploration, and the Company’s director and CEO, to forgive an interest accrued on the notes payable totaling $77,362 and to convert the remaining $129,093 into 2,581,865 Shares at $0.05 per Share. The debt forgiveness associated with interest accrued on the note payable up to the date of conversion was recorded as a contribution in equity reserves.

Interest Expense

A reconciliation of the interest expense accrued on the outstanding notes payable for the years ended January 31, 2025, 2024, and 2023, is as follows:

Table 32 – Interest Expense

	January 31,<br><br><br>2025		January 31,<br><br><br>2024			January 31, 2023
Interest accrued on Notes payable due on demand	$	17,241	$	189,926	$	162,724
Interest accrued on Debt prior to restructuring on May 9, 2024		51,651		-		-
Interest accrued on Debt subsequent to restructuring on May 9, 2024		109,064		-		-
Total interest expense	$	177,956	$	189,926	$	162,724

C. Interests of Experts and Counsel

Not applicable.

Item 8. Financial Information

A. Consolidated Financial Statements and Other Financial Information

The consolidated financial statements of the Company are stated in Canadian dollars and are prepared in accordance with IFRS as issued by the IASB. In this Annual Report on Form 20-F, unless otherwise specified, all dollar amounts are expressed in Canadian dollars.

The audited consolidated financial statements for the years ended January 31, 2025, 2024, and 2023 can be found under “Item 18 Financial Statements”.

Legal Proceedings

There are no legal or arbitration proceedings which may have, or have had in the recent past, a significant effect on our financial position or profitability.

Dividend Distributions

Holders of the Company’s common shares are entitled to receive such dividends as may be declared from time to time by the board of directors, in its discretion, out of funds legally available for that purpose. The Company intends to retain future earnings, if any, for use in the operation and expansion of its business and does not intend to pay any cash dividends in the foreseeable future.

B. Significant Changes

The Company is not aware of any significant changes since January 31, 2025, that are not otherwise reported in this filing.

Item 9. The Listing

The Company’s common shares trade on the CSE under the symbol “RMES”. The Company’s common shares are also listed on the OTC PINK.

A. Offer and Listing Details

The Company’s common shares currently trade on the CSE under the symbol “RMES”. The Common Shares of the Company commenced trading on the CSE on November 25, 2021.

Since January 16, 2007, the Common Shares have been listed on the OTC Link alternative trading system under the symbol “RLKX”, on September 16, 2008, the trading symbol was changed to “RMET”, on November 19, 2009, the trading symbol was changed to “RMES”, and on November 23, 2021, the trading symbol was changed to “RMESF”.

On May 24, 2024, the Company announced that it had consolidated the Shares of the Company on the basis of one new Share for every three (3) previously outstanding Shares. The Consolidation became effective on May 23, 2024. The new CUSIP number is 75679D202, and the ISIN number is CA75679D2023. Prior to the Consolidation, a total of 54,866,625 Shares were issued and outstanding. As of May 23, 2024, the date of the Consolidation, a total of 18,288,861 Shares were issued and outstanding. There is no maximum number of authorized Shares. Computershare Trust Company mailed out updated DRS Statements to the shareholders of record on May 24, 2024.

The trading price and volume of the Company’s Common Shares have been and may continue to be subject to wide fluctuations. The stock market has generally experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of companies with little or no current business operations. Because the Company’s Common Shares have only recently been listed on the CSE and are only sporadically traded on the OTC PINK, shareholders may find it difficult to liquidate their Common Shares or purchase new Common Shares at certain times.

B. Plan of Distribution

Not applicable.

C. Markets

The Company’s Common Shares were approved for listing on the CSE and began trading under the symbol “RMES” as of market open on November 25, 2021. In addition, the Common Shares continue to trade on the OTC Link alternative trading system on the OTC PINK marketplace under the symbol “RMESF”. Prior to being listed on the CSE, the Common Shares were trading on OTC PINK under the symbol “RMES”.

D. Selling Shareholders

Not applicable.

E. Dilution

Not applicable.

F. Expenses of the Issue

Not applicable.

Item 10. Additional Information

A. Share Capital

No fractional post-consolidated Shares have been issued as a result of the Consolidation. Shareholders who would otherwise be entitled to receive a fraction of a post-consolidated Share were rounded down to the nearest whole number of post-consolidated Shares, and no cash consideration was paid in respect of fractional shares. Computershare Trust Company mailed out updated DRS Statements to the shareholders of record on May 24, 2024.

The exercise price and number of Shares of the Company issuable upon the exercise of outstanding options and warrants were proportionally adjusted upon the Consolidation in accordance with the terms thereof.

B. Memorandum and Articles of Association

Incorporation

Red Metal Resources Ltd. was incorporated under the Nevada Business Corporations Act on January 10, 2005, as Red Lake Exploration, Inc. On August 27, 2008, the name of the Company was changed from Red Lake Exploration, Inc. to Red Metal Resources Ltd. In addition to the name change of the Company on August 27, 2008, an amendment to the Articles of Incorporation was concurrently processed increasing the amount of the total authorized capital stock of the Company from 75,000,000 shares with a par value of $0.001 designated as Common Stock to 500,000,000 shares with a par value of $0.001.

On February 10, 2021, the Company changed its corporate jurisdiction from the State of Nevada to the Province of British Columbia through a process known as “conversion” under the Nevada Revised Statutes and “continuation” under the Business Corporations Act (British Columbia). The Articles of Incorporation and Bylaws of the Company, under the Nevada Revised Statutes, were replaced with the Articles of the Company, under the Business Corporations

Act (British Columbia), upon the Company’s continuation to British Columbia. The authorized capital of the Company consists of an unlimited number of Common Shares without par value (see the Current Report on Form 8-K that the Company filed with the SEC on February 18, 2021).

Objects and Purposes of the Company

Our Notice of Articles and Articles of Incorporation place no restrictions upon our objects and purposes.

Directors’ Powers

A director who holds a disclosable interest in a contract or transaction in which the Company has entered or proposes to enter is not entitled to vote to approve that contract or transaction, unless all the directors have a disclosable interest in that contract or transaction, in which case any or all of those directors may vote.

The directors shall be paid such remuneration for their services as the Board may determine from time to time. If the directors decide, the remuneration of the directors, if any, will be determined by the shareholders.

The directors may, from time to time, on behalf of the Company:

(a)borrow money in the manner and amount, on the security, from the sources and on the terms and conditions that they consider appropriate,

(b)issue bonds, debentures and other debt obligations either outright or as security for any liability or obligation of the Company or any other person,

(c)guarantee the repayment of money by any other person or the performance of any obligation of any other person, and

(d)mortgage or charge, whether by way of specific or floating charge, or give other security on the whole or any part of the present and future undertaking of the Company.

Qualifications of Directors

A director is not required to hold a share in the capital of the Company as a qualification for his or her office, but must be qualified as required by the Business Corporations Act (British Columbia) to become, act or continue to act as a director.

There is no provision in our Notice of Articles or Articles of Incorporation requiring retirement or non-retirement of directors under an age limit requirement.

Share Rights

Our authorized capital consists of an unlimited number of Common Shares without par value. Each of our Common Shares entitles the holder thereof to notice and to attend and to cast one vote for each matter to be decided at a general meeting of the Company. Subject to the Business Corporations Act (British Columbia), the holders of Common Shares are entitled to dividends if and when declared and authorized by the board of directors. Our issued shares are not subject to call or assessment rights. There are no provisions for redemption, purchase for cancellation, surrender, sinking or purchase of funds. Upon liquidation, dissolution or winding-up of the Company, holders of Common Shares are entitled to receive pro rata the assets of the Company, if any, remaining after payment of all debts and liabilities.

Procedures to Change the Rights of Shareholders

Subject to the Business Corporations Act (British Columbia), the Company may by directors’ resolution or by ordinary resolution of the shareholders, in each case as determined by the board of directors, create special rights or restrictions for, and attach those special rights or restrictions to, the shares of any class or series of shares, if none of those shares have been issued; or vary or delete any special rights or restrictions attached to the shares of any class or series of

shares, if none of those shares have been issued. If any of the shares of the class or series of shares have been issued, then the Company may, by special resolution of the shareholders of the class or series affected, create special rights or restrictions to the shares or vary or delete any special rights or restrictions attached to the shares.

Meetings

Unless an annual general meeting is deferred or waived in accordance with the Business Corporations Act (British Columbia), the Company must hold an annual general meeting at least once in each calendar year and not more than 15 months after the last annual general meeting.

Notice of the time and place of each meeting of shareholders shall be given not less than 21 days before the date of the meeting to each shareholder who at the close of business on the record date for notice is entered in the securities register as the holder of one or more shares carrying the right to vote at the meeting. Notice of a meeting of the shareholders called for any purpose other than consideration of the financial statements and auditor’s report, election of directors and re-appointment of incumbent auditor shall state the nature of such business in sufficient detail to permit the shareholder to form a reasoned judgment thereon and shall attach to it a copy of the document to be considered, approved, ratified, adopted or authorized at the meeting or state that a copy of the document will be available for inspection by the shareholders at the company’s records office or such other reasonably accessible location in British Columbia. A shareholder may, in any manner, waive notice of or otherwise consent to a meeting of shareholders.

The number of shareholders that must be present at a meeting to constitute a quorum is one or more persons present and being, or representing by proxy, two or more shareholders entitled to attend and vote at the meeting.

Limitations on Ownership of Securities

There are no limitations on the right to own securities of our company by non-resident or foreign shareholders imposed either by the Business Corporations Act (British Columbia), our Notice of Articles or Articles.

There are no limitations on the rights of non-resident or foreign shareholders to hold or exercise voting rights.

Except as provided in the Investment Canada Act (Canada), there are no limitations under the applicable laws of Canada or by our charter or our other constituent documents on the right of foreigners to hold or vote common shares or other securities of our company.

Change in Control

There are no provisions in the Company’s Articles that would have the effect of delaying, deferring, or preventing a change in control of the Company, and that would only operate with respect to a merger, acquisition, or corporate restructuring involving the Company.

Ownership Threshold

There are no provisions in our articles, bylaws, or the Business Corporations Act (British Columbia) governing the threshold above which shareholder ownership must be disclosed. The Securities Act (British Columbia) requires us to disclose, in our annual general meeting proxy statement, holders who beneficially own more than 10% of our issued and outstanding shares.

Changes in the Capital of the Company

There are no conditions imposed by our Articles governing changes in capital which are more stringent than those required by the Business Corporations Act (British Columbia).

C. Material Contracts

1.Loan agreement between the Company as the borrower, and Caitlin Jeffs as the lender for $1,325,623.26 dated January 31, 2024 (this loan agreement consolidated all prior loan agreements the Company had entered into with Ms. Jeffs).

2.Loan agreement between the Company as the borrower, and Fairtide Ventures as the lender for CAD$340,611.44 dated January 31, 2024 (this loan agreement consolidated all prior loan agreements the Company has entered into with Fairtide Ventures).

3.Loan agreement between the Company as the borrower, and Richard Jeffs as the lender for CAD$677,552.41 dated January 31, 2024 (this loan agreement consolidated all prior loan agreements the Company has entered into with Mr. Jeffs);

4.Loan agreement between the Company as the borrower, and Joao (John) Da Costa as the lender for CAD$17,664.22 dated January 31, 2024 (this loan agreement consolidated prior loan agreement the Company has entered into with Mr. Da Costa).

5.Loan agreement between the Company as the borrower, and Caitlin Jeffs as the lender for $40,032.51 dated April 8, 2024.

6.Loan agreements between the Company as the borrower, and Fairtide Ventures as the lender for a total of $61,740 dated March 1, 2024, April 4, 2024, April 19, 2024, and May 13, 2024.

7.Debt restructuring agreements dated May 9, 2024, between the Company, Caitlin Jeffs, Richard Jeffs, Joao (John) Da Costa, and Fairtide Ventures for a total of CAD$1,911,451.

8.Subscription agreements to acquire a total of 1,200,000 common shares of the Company at CAD$0.05 as part of June 19, 2024 Private Placement (First Tranche).

9.Debt Conversion agreement between the Company and Da Costa Management Corp. to convert CAD$50,000 into 1,000,000 Common Shares dated June 19, 2024.

10.Debt Conversion agreement between the Company and Fladgate Exploration Consulting Corporation. to convert CAD$129,093 into 2,581,865 Common Shares, and to forgive $77,363 in accrued interest, dated June 19, 2024.

11.Debt Conversion agreements between the Company and Brian Gusko, Gregory Jensen, and Marian Myers, to convert a total of CAD$450,000 (at $150,000 each) into 9,000,000 Common Shares (3,000,000 Common Shares each) dated June 19, 2024.

12.Subscription agreements to acquire a total of 550,000 Common Shares of the Company at CAD$0.05 as part of July 18, 2024, Private Placement (Second Tranche).

13.Debt Conversion agreement between the Company and a vendor. to convert CAD$7,500 into 150,000 Common Shares dated July 18, 2024.

14.Advertising and investor awareness campaign agreement dated September 4, 2024, between the Company and Investing News Network (“INN”). The INN Agreement is for a period of fourteen months, commencing on September 3, 2024, at a total cost of $86,400.

15.Loan agreements between the Company as the borrower, and Caitlin Jeffs as the lender for a total of CAD$1,000 dated October 15, 2024.

16.Definitive asset purchase agreement dated October 30, 2024, between the Company, Fortress Financial Cop., and 1388880 BC Ltd to acquire certain Quebec mining claims and claims applications for a total consideration of CAD$5,000 and 1,600,000 Common Shares.

17.Definitive asset purchase agreement dated November 1, 2024, between the Company, and Stirling Hydrogen Inc. to acquire certain Quebec mining claims and claims applications for a total consideration of CAD$5,000.

18.Media Services Agreement (the “Free Market Media Agreement”) dated November 19, 2024, with Free Market Media Ltd. to help raise online marketing awareness and provide a comprehensive digital media campaign for a fee of up to US$50,000 for a term of 90 days. The Agreement may be renewed or extended by the Company and Free Market Media at the end of the initial term.

19.Line of credit agreement between the Company as the borrower, and Caitlin Jeffs as the lender, for a total of up to CAD$200,000, dated November 20, 2024.

20.Subscription agreements to acquire a total of 915,000 Units of the Company at CAD$0.08 as part of November 22, 2024 Private Placement.

21.Subscription agreements to acquire a total of 3,000,000 Flow-Through Units of the Company at CAD$0.10 as part of November 22, 2024 Private Placement.

22.Mineral claim purchase agreement dated December 2, 2024, between the Company and Chrono Exploration Inc, to acquire 149 mining claims in three separate blocks totaling 3,246 hectares, located in the Larder Lake Mining Division, Ontario, for a total consideration of CAD$8,000 and 2,250,000 Comon Shares, as amended on January 31, 2025 (to provide an extension for the payment of CAD$8,000).

23.Trust agreement dated December 3, 2024, between the Company and Chrono Exploration Inc, to establish an understanding that Chrono Exploration Ltd. agrees to hold and administer the mineral claims acquired by the Company under December 2, 2024, agreement, exclusively for the benefit of the Company, and will not take no action that may adversely affect the Company’s interest in the Mineral Claims.

24.Loan agreements between the Company as the borrower, and Fairtide Ventures as the lender for a total of CAD$12,000 dated September 25, 2024 and October 17, 2025, and US$36,200 dated June 18, 2024, July 5, 2024, September 4, 2024, October 15, 2024, and January 8, 2025.

25.Line of credit agreement between the Company as the borrower, and Fairtide Ventures as the lender, for a total of up to US$100,000, dated February 1, 2025.

D. Exchange Controls

There are no government laws, decrees or regulations in Canada which restrict the export or import of capital or which affect the remittance of dividends, interest or other payments to non-resident holders of our common shares. Any remittances of dividends to United States residents and other non-residents are, however, subject to withholding tax. See “Taxation” below.

There are no limitations imposed by the laws of Canada, the laws of British Columbia or by the charter or other governing documents of the Company on the right of a non-resident to hold or vote common shares of the Company, other than as provided in the Investment Canada Act (the “Investment Act”) and the potential requirement for a review under the Competition Act (Canada) (a “Competition Act Review”).

The following summarizes the principal features of the Investment Act and the Competition Act Review for a non-resident who proposes to acquire common shares. This summary is of a general nature only and is not intended to be, nor is it, a substitute for independent advice from an investor’s own advisor. This summary does not anticipate statutory or regulatory amendments.

The Canadian Investment Act

The Investment Canada Act generally prohibits implementation of a reviewable investment by an individual, government or agency thereof, corporation, partnership, trust or joint venture that is not a “Canadian” as defined in the Investment Canada Act (a “non-Canadian”), unless, after review, the minister responsible for the Investment Canada Act (the “Minister”) is satisfied that the investment is likely to be of a net benefit to Canada. The Investment Canada Act is a Canadian federal statute of broad application regulating the establishment and acquisition of Canadian business by non-Canadians. Investments by non-Canadians to acquire control over existing Canadian businesses or to establish new ones are either reviewable or notifiable under the Investment Canada Act. The acquisition of less than a majority but one-third or more of the Common Shares would be presumed to be an acquisition of control of the Company unless it could be established that, on acquisition, the Company was not controlled in fact by the acquirer through the ownership of Common Shares. Notwithstanding the review provisions, any transaction involving the acquisition of control of a Canadian business or the establishment of a new business in Canada by a non-Canadian is a notifiable transaction and must be reported to Industry Canada by the non-Canadian making the investment either before or within thirty days after the investment.

E. Taxation

We consider that the following general summary fairly describes the principal Canadian federal income tax consequences applicable to a holder of our common shares who is a resident of the United States, who is not, will not be, and will not be deemed to be a resident of Canada for purposes of the Income Tax Act (Canada) and any applicable tax treaty and who does not use or hold, and is not deemed to use or hold, his common shares in the capital of our company in connection with carrying on a business in Canada (a “non-resident holder”).

This summary is based upon the current provisions of the Income Tax Act (Canada), the regulations thereunder (the “Regulations”), the current publicly announced administrative and assessing policies of the Canada Revenue Agency and the Canada-United States Tax Convention as amended by the Protocols thereto (the “Treaty”). This summary also considers the amendments to the Income Tax Act (Canada) and the Regulations publicly announced by the Minister of Finance (Canada) prior to the date hereof (the “Tax Proposals”) and assumes that all such Tax Proposals will be enacted in their present form. However, no assurances can be given that the Tax Proposals will be enacted in the form proposed, or at all. This summary is not exhaustive of all possible Canadian federal income tax consequences applicable to a holder of our common shares and, except for the foregoing, this summary does not take into account or anticipate any changes in law, whether by legislative, administrative or judicial decision or action, nor does it take into account provincial, territorial or foreign income tax legislation or considerations, which may differ from the Canadian federal income tax consequences described herein.

This summary is of a general nature only and is not intended to be, and should not be construed to be, legal, business or tax advice to any particular holder or prospective holder of our common shares, and no opinion or representation with respect to the tax consequences to any holder or prospective holder of our common shares is made. Accordingly, holders and prospective holders of our common shares should consult their own tax advisors with respect to the income tax consequences of purchasing, owning and disposing of our common shares in their particular circumstances.

Dividends

Dividends paid on our common shares to a non-resident holder will be subject under the Income Tax Act (Canada) to withholding tax at a rate of 25%, subject to a reduction under the provisions of an applicable tax treaty, which tax is deducted at source by our company. The Treaty provides that the Income Tax Act (Canada) standard 25% withholding tax rate is reduced to 15% on dividends paid on shares of a corporation resident in Canada (such as our company) to residents of the United States, and also provides for a further reduction of this rate to 5% where the beneficial owner of the dividends is a corporation resident in the United States that owns at least 10% of the voting shares of the corporation paying the dividend.

Capital Gains

A non-resident holder is not subject to tax under the Income Tax Act (Canada) in respect of a capital gain realized upon the disposition of a common share of our company unless such share represents “taxable Canadian property”, as defined in the Income Tax Act (Canada), to the holder thereof. As long as our common shares are listed on the CSE, or on another exchange that is a designated stock exchange for the purposes of the Income Tax Act (Canada), our common shares generally will not be considered taxable Canadian property to a non-resident holder unless at any particular time during the 60-month period immediately preceding the disposition of such shares:

(i)the non-resident holder, one or more persons with whom the non-resident holder did not deal with at arm’s length, or the non-resident holder together with one or more persons with whom the non-resident holder did not deal with at arm’s length, owned or had an interest in an option in respect of, not less than 25% of the issued shares of any class of our capital stock; and

(ii)more than 50% of the fair market value of the shares of the Company was derived directly or indirectly from one or any combination of real or immovable property situated in Canada, Canadian resource properties (as defined in the Income Tax Act (Canada)), timber resource properties (as defined in the Income Tax Act (Canada)), or an option, interest or right in such property, whether or not the property exists.

In the case of a non-resident holder to whom shares of our company represent taxable Canadian property and who is resident in the United States, no Canadian taxes will generally be payable on a capital gain realized on such shares by reason of the Treaty unless the value of such shares is derived principally from real property situated in Canada.

Certain United States Federal Income Tax Consequences

The following is a general discussion of certain possible United States federal foreign income tax matters under current law, generally applicable to a U.S. Holder (as defined below) of our common shares who holds such shares as capital assets. This discussion does not address all aspects of United States federal income tax matters and does not address consequences peculiar to persons subject to special provisions of federal income tax law, such as those described below as excluded from the definition of a U.S. Holder. In addition, this discussion does not cover any state, local or foreign tax consequences. See “Certain Canadian Federal Income Tax Consequences” above.

The following discussion is based upon the Internal Revenue Code of 1986, as amended (the “Code”), Treasury Regulations, published Internal Revenue Service (“IRS”) rulings, published administrative positions of the IRS and court decisions that are currently applicable, any or all of which could be materially and adversely changed, possibly on a retroactive basis, at any time. In addition, this discussion does not consider the potential effects, both adverse and beneficial, of any recently proposed legislation which, if enacted, could be applied, possibly on a retroactive basis, at any time. No assurance can be given that the IRS will agree with such statements and conclusions, or will not take, or a court will not adopt, a position contrary to any position taken herein.

The following discussion is for general information only and is not intended to be, nor should it be construed to be, legal, business or tax advice to any holder or prospective holder of our common shares, and no opinion or representation with respect to the United States federal income tax consequences to any such holder or prospective holder is made. Accordingly, holders and prospective holders of common shares should consult their own tax advisors with respect to federal, state, local, and foreign tax consequences of purchasing, owning and disposing of our common shares.

U.S. Holders

As used herein, a “U.S. Holder” includes a holder of less than 10% of our common shares who is a citizen or resident of the United States, a corporation created or organized in or under the laws of the United States or of any political subdivision thereof, any entity which is taxable as a corporation for U.S. tax purposes and any other person or entity whose ownership of our common shares is effectively connected with the conduct of a trade or business in the United States. A U.S. Holder does not include persons subject to special provisions of federal income tax law, such as tax-exempt organizations, qualified retirement plans, financial institutions, insurance companies, real estate investment

trusts, regulated investment companies, broker-dealers, non-resident alien individuals or foreign corporations whose ownership of our common shares is not effectively connected with the conduct of a trade or business in the United States and shareholders who acquired their shares through the exercise of employee stock options or otherwise as compensation.

Distributions

The gross amount of a distribution paid to a U.S. Holder will generally be taxable as dividend income to the U.S. Holder for U.S. federal income tax purposes to the extent paid out of our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Distributions which are taxable dividends and which meet certain requirements will be “unqualified dividend income” and taxed to U.S. Holders at a maximum U.S. federal rate of 20% dividend tax plus 3.8% net investment income tax. Distributions in excess of our current and accumulated earnings and profits will be treated first as a tax-free return of capital to the extent of the U.S. Holder’s tax basis in the common shares and, to the extent in excess of such tax basis, will be treated as a gain from a sale or exchange of such shares.

Capital Gains

In general, upon a sale, exchange or other disposition of common shares, a U.S. Holder will recognize a capital gain or loss for U.S. federal income tax purposes in an amount equal to the difference between the amount realized on the sale or other distribution and the U.S. Holder’s adjusted tax basis in such shares, all as determined in U.S dollars. Such gain or loss generally will be U.S. source gain or loss and will be treated as a long-term capital gain or loss if the U.S. Holder’s holding period of the shares exceeds one year. If the U.S. Holder is an individual, any capital gain will generally be subject to U.S. federal income tax at preferential rates if specified minimum holding periods are met. The deductibility of capital losses is subject to significant limitations.

Foreign Tax Credit

A U.S. Holder who pays (or has had withheld from distributions) Canadian income tax with respect to the ownership of our common shares may be entitled, at the option of the U.S. Holder, to either a deduction or a tax credit for such foreign tax paid or withheld. Generally, it will be more advantageous to claim a credit because a credit reduces United States federal income taxes on a dollar-for-dollar basis, while a deduction merely reduces the taxpayer’s income subject to tax. This election is made on a year-by-year basis and generally applies to all foreign income taxes paid by (or withheld from) the U.S. Holder during that year. There are significant and complex limitations which apply to the tax credit, among which are an ownership period requirement and the general limitation that the credit cannot exceed the proportionate share of the U.S. Holder’s United States income tax liability that the U.S. Holder’s foreign source income bears to his or its worldwide taxable income. In determining the application of this limitation, the various items of income and deduction must be classified into foreign and domestic sources. Complex rules govern this classification process. There are further limitations on the foreign tax credit for certain types of income such as “passive income”, “high withholding tax interest”, “financial services income”, “shipping income”, and certain other classifications of income. The availability of the foreign tax credit and the application of these complex limitations on the tax credit are fact specific and holders and prospective holders of our common shares should consult their own tax advisors regarding their individual circumstances.

F. Dividends and Paying Agents

Not applicable.

G. Statements by Experts

Not applicable.

H. Documents on Display

The documents concerning the Company may be viewed at the Company’s registered and records office at 550 Burrard Street, Suite 2501, Vancouver, British Columbia V6C 2B5., during normal business hours. This Annual Report and the Company’s Form 6-K filings can be viewed on the EDGAR website at www.sec.gov. Additional information relating to the Company can be found on the website www.sedarplus.ca.

I. Subsidiary Information

As at the date of this Annual Report on Form 20-F, the Company has one wholly-owned active subsidiary, Minera Polymet SpA. See Item 4(C).

Item 11. Quantitative and Qualitative Disclosures About Market Risk

As a Canadian corporation, the Company’s cash balances are kept in US and Canadian funds. Therefore, the Company may be exposed to some exchange, interest rate and other risks as listed below. The Company considers the amount of risk to be manageable and does not currently, nor will we likely in the foreseeable future, conduct hedging to reduce its market risks.

(a)Currency Risk - Foreign currency risk is the risk that the fair values of future cash flows of a financial instrument will fluctuate because they are denominated in currencies that differ from the respective functional currency. The Company has offices in Canada and Chile, and holds cash in Canadian, United States, and Chilean Peso currencies. A significant change in the currency exchange rates between the Canadian dollar relative to US dollar and Chilean Peso could have an effect on the Company’s results of operations, financial position, and/or cash flows. At January 31, 2025, the Company had no hedging agreements in place with respect to foreign exchange rates. As the majority of the transactions of the Company are denominated in CAD and Chilean Peso currencies, movements in the foreign exchange rates are not expected to have a material impact on the consolidated statements of comprehensive loss.

(b)Interest rate risk - Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company has minimal interest rate risk as it has no interest accumulating financial assets that may become susceptible to interest rate fluctuations.

(c)Credit risk - Credit risk is the risk of potential loss to the Company if a customer or counter party to a financial instrument fails to meet its contractual obligations. The Company’s credit risk is limited to the carrying amount on the statement of financial position and arises from the Company’s cash, which is held with high-credit quality financial institutions in Canada and in Chile. As such, the Company’s credit risk exposure is minimal.

(d)Liquidity risk - Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company has a planning and budgeting process in place to help determine the funds required to support the Company’s normal operating requirements on an ongoing basis. The Company ensures that there are sufficient funds to meet its short-term business requirements, considering its anticipated cash flows. Historically, the Company’s sources of funding have been through equity financing and loans from the Company’s management and its major shareholder.

Subsequent to January 31, 2025, the Company received an additional US$26,000 under a credit line agreement with an entity controlled by the Company’s Director and CEO. These amounts borrowed under the credit line accumulate interest at a rate of 8% per annum, are unsecured, and payable on demand. In addition, the Company borrowed CAD$25,000 from the Company’s Director; this advance does not bear any interest and is payable on demand. The Company’s access to financing is uncertain. There can be no assurance of continued access to significant debt or equity funding.

The following table details the remaining contractual maturities of the Company’s financial liabilities as of January 31, 2025:

Table 28 – Remaining Contractual Maturities of the Company’s Financial Liabilities

	Within 1 year		1-5 years		5+ years		Total
Accounts payable	$	205,071	$	-	$	-	$	205,071
Accrued liabilities		95,343		-		-		95,343
Amounts due to related parties		631,158		-		-		631,158
Loans payable		509,950		1,529,912		-		2,039,862
Withholding taxes payable		-		-		140,564		140,564
	$	1,441,522	$	1,529,912	$	140,564	$	3,111,998

(e)Equity Price Risk - Equity price risk is the risk that the fair value of equity/securities decreases as a result of changes in the levels of equity indices and the value of individual stocks. The Company is not exposed to equity price risk as it does not have any investments in marketable securities.

Item 12. Description of Securities Other than Equity Securities

Not applicable.

PART II

Item 13. Defaults, Dividend Arrearages and Delinquencies.

Not applicable.

Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds.

Not applicable.

Item 15. Controls and Procedures

A. Disclosure Controls and Procedures

We carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (“Exchange Act”)) as of January 31, 2025. Disclosure controls and procedures are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC rules and forms and that such information is accumulated and communicated to management, including our Chief Executive Officer and our Chief Financial Officer, to allow timely decisions regarding required disclosures.

Based on that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that, due to the limited segregation of duties, our disclosure controls and procedures are not effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.

B. Management’s Annual Report on Internal Control over Financial Reporting

Our Chief Executive Officer and our Chief Financial Officer are responsible for establishing and maintaining internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) and 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, our principal executive and principal financial officers and effected by our board of directors, management and other

personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and 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 our assets;

·provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of management and our directors; and

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

Because of its inherent limitations, our internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our Chief Executive Officer and our Chief Financial Officer assessed the effectiveness of our internal control over financial reporting as of January 31, 2025. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework

Based on our assessment, our Chief Executive Officer and our Chief Financial Officer determined that, as of January 31, 2025, our internal control over financial reporting was not effective due to limited segregation of duties.

C. Attestation Report of the Registered Public Accounting Firm

This Annual Report on Form 20-F does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to the rules of the Commission that permit the Company to provide only management’s report in this Annual Report on Form 20-F.

D. Changes in Internal Control over Financial Reporting

There were no changes during the period covered by this Annual Report in the Company’s internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Item 16. [Reserved]

A. Audit Committee Financial Expert

While none of the Company’s current audit committee members meet the precise qualifications of an “audit committee financial expert” as outlined by the SEC, each member of the Audit Committee qualifies as “financially literate” as defined in National Instrument 52-110, as all have the industry experience necessary to understand and analyze financial statements of the Company, as well as the understanding of internal controls and procedures necessary for financial reporting. Each member of the audit committee brings substantial experience in finance, business, and governance. Collectively, they possess a deep understanding of the Company’s financial practices and the industry in which it operates. In addition, the audit committee regularly consults with external advisors, including independent auditors and financial consultants, to supplement their expertise. These advisors provide additional oversight and insight, ensuring that the audit committee has access to the necessary financial acumen.

B. Code of Ethics

The Company’s board of directors has adopted a code of ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. Our code of ethics will be provided to any person without charge, upon request. Requests should be in writing and addressed to Gregory Jensen, c/o Red Metal Resources Ltd., 278 Bay Street, Suite 102, Thunder Bay, ON P7B 1R8.

C. Principal Accountant Fees and Services

Audit Fees

The aggregate fees billed and accrued for each of the last two fiscal years for professional services rendered by our principal accountant for the audit of our annual consolidated financial statements and for the review of our financial statements or for services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years were:

2025 - $45,000 - Dale Matheson Carr-Hilton Labonte LLP

2024 - $37,000 - Dale Matheson Carr-Hilton Labonte LLP

2023 - $35,000 - Dale Matheson Carr-Hilton Labonte LLP

Audit-Related Fees

The aggregate fees billed in each of the last two fiscal years for assurance and related services by the principal accountants that are reasonably related to the performance of the audit or review of our financial statements and are not reported in the preceding paragraph:

2025 - $0 - Dale Matheson Carr-Hilton Labonte LLP

2024 - $0 - Dale Matheson Carr-Hilton Labonte LLP

2023 - $0 - Dale Matheson Carr-Hilton Labonte LLP

Tax Fees

The aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning was:

2025 - $7,100 - Dale Matheson Carr-Hilton Labonte LLP

2024 - $7,000 - Dale Matheson Carr-Hilton Labonte LLP

2023 - $7,000 - Dale Matheson Carr-Hilton Labonte LLP

All Other Fees

The aggregate fees billed in each of the last two fiscal years for the products and services provided by the principal accountant, other than the services reported in paragraphs (1), (2) and (3) was:

2025 - $0 - Dale Matheson Carr-Hilton Labonte LLP

2024 - $0 - Dale Matheson Carr-Hilton Labonte LLP

2023 - $0 - Dale Matheson Carr-Hilton Labonte LLP

Pre-Approval of Auditors’ Compensation

The audit committee has a pre-approval policy for the engagement of our independent registered public accounting firm to perform certain audit and non-audit services. Pursuant to this policy, which is designed to assure that such engagements do not impair the independence of our auditors, the audit committee pre-approves annually a catalog of specific audit and non-audit services in the categories of audit services, audit-related services and tax services that

may be performed by our independent registered public accounting firm. If a type of service that is to be provided by the Company’s auditors has not received such general pre-approval, it will require specific pre-approval by our audit committee. The policy prohibits retention of the independent registered public accounting firm to perform the prohibited non-audit functions defined in applicable SEC rules.

D. Exemptions from the Listing Standards for Audit Committees

Not applicable.

E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers

Not applicable.

F. Change in Registrant’s Certifying Accountant

Not applicable.

G. Corporate Governance

Not applicable.

H. Mine Safety Disclosure

Not applicable.

I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

PART III

Item 17. Financial Statements

Not applicable. See “Item 18. Financial Statements” below.

Item 18. Financial Statements

Index to Financial Statements

	Page No.
Financial Statements
Report of Independent Registered Public Accounting Firm	F-1
Consolidated Balance Sheets as of January 31, 2025 and 2024	F-3
Consolidated Statements of Operations for the years ended January 31, 2025, 2024, and 2023	F-4
Consolidated Statement of Shareholders’ Deficit for the years ended January 31, 2025, 2024, and 2023	F-5
Consolidated Statements of Cash Flows for the years ended January 31, 2025, 2024, and 2023	F-6
Notes to the Consolidated Financial Statements	F-7

CONSOLIDATED

FINANCIAL STATEMENTS

YEARS ENDED

JANUARY 31, 2025, 2024, and 2023

Report of Independent Registered Public Accounting Firm

To the shareholders and the board of directors of Red Metal Resources Ltd.

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated statements of financial position of Red Metal Resources Ltd. (the “Company”) as of January 31, 2025 and 2024, the related consolidated statements of comprehensive loss, shareholders’ deficit, and cash flows, for each of the three years in the period ended January 31, 2025, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of January 31, 2025 and 2024, and its financial performance and its cash flows for each of the three years in the period ended January 31, 2025, in conformity with IFRS Accounting Standards as issued by the International Accounting Standards Board.

Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has not advanced its mineral properties to commercial production, has incurred losses in developing its business, and further losses are anticipated. The Company requires additional funds to meet its obligations and the costs of its operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in this regard are described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting in accordance with the standards of the PCAOB. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion in accordance with the standards of the PCAOB.

F-1

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters

/s/ DMCL LLP

DALE MATHESON CARR-HILTON LABONTE LLP

CHARTERED PROFESSIONAL ACCOUNTANTS

We have served as the Company’s auditor since 2010

Vancouver, Canada (PCAOB ID 1173)

June 2, 2025

F-2

RED METAL RESOURCES LTD.

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

(Expressed in Canadian Dollars)

As at:
	Note	January 31,<br><br><br>2025		January 31,<br><br><br>2024
ASSETS
Current
Cash		$	264,778	$	25,699
Prepaids and other receivables	8		91,522		75,924
Total current assets			356,300		101,623
Equipment	7		28,694		38,935
Exploration and evaluation assets	6		969,445		700,852
Total assets		$	1,354,439	$	841,410
LIABILITIES AND SHAREHOLDERS’ DEFICIT
Current
Accounts payable		$	205,071	$	173,954
Accrued liabilities			95,343		51,893
Due to related parties	12		631,158		600,223
Notes payable	12		509,950		2,561,691
Flow-through share premium liability	13		60,000		-
Total current liabilities			1,501,522		3,387,761
Long-term notes payable	12		1,529,912		-
Withholding taxes payable	9		140,564		138,568
Total liabilities			3,171,998		3,526,329
Shareholders’ deficit
Share capital	10		9,346,112		8,176,210
Equity reserves	10, 12		4,665,405		4,078,941
Deficit			(15,445,791)		(14,552,074)
Accumulated other comprehensive loss			(383,285)		(387,996)
Total shareholders’ deficit			(1,817,559)		(2,684,919)
Total liabilities and shareholders’ deficit		$	1,354,439	$	841,410

Nature and continuance of operations (Note 1)

Subsequent events (Note 17)

Approved on behalf of the Board of Directors:

/s/ Caitlin Jeffs	/s/ Brian Gusko
Director	Director

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

F-1

RED METAL RESOURCES LTD.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(Expressed in Canadian Dollars)

		Years ended<br><br><br>January 31,
	Note	2025		2024		2023
Operating expenses:
Amortization	7	$	10,451	$	15,797	$	18,918
Consulting fees	11,12		123,407		110,000		187,520
General and administrative	12		261,395		118,184		340,975
Impairment of exploration and evaluation assets			-		-		55,885
Mineral exploration costs	6,12		65,844		43,258		754,906
Professional fees	12		116,304		67,961		103,148
Regulatory			44,684		36,555		58,320
Salaries, wages and benefits			23,760		34,778		62,441
Share-based compensation	10,12		46,376		-		-
			(692,221)		(426,533)		(1,582,113)
Other items
Accretion	12		(38,220)		-		-
Foreign exchange loss			(10,236)		(21,350)		(24,664)
Forgiveness of debt	11,12		24,916		-		-
Interest on notes payable	12		(177,956)		(189,926)		(162,724)
Net loss			(893,717)		(637,809)		(1,769,501)
Other comprehensive loss
Items that may be reclassified to profit or loss
Foreign currency translation			4,711		(70,994)		(28,358)
Comprehensive loss		$	(889,006)	$	(708,803)	$	(1,797,859)
Net loss per share<br><br><br>– basic and diluted		$	(0.03)	$	(0.03)	$	(0.10)
Weighted average number of shares outstanding<br><br><br>- basic and diluted:			28,469,329		18,288,875		17,971,592

Note: All share and per share amounts in these consolidated financial statements have been retrospectively adjusted to reflect the 1-for-3 share consolidation completed on May 23, 2024.

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

F-2

RED METAL RESOURCES LTD.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ DEFICIT

(Expressed in Canadian Dollars)

	Share Capital
	Number of<br><br><br>common<br><br><br>shares<br><br><br>issued	Amount		Equity<br><br><br>Reserves		Deficit		Accumulated<br><br><br>other<br><br><br>comprehensive<br><br><br>loss		Total<br><br><br>deficit
Balance, January 31, 2022	17,185,973	$	7,755,830	$	4,034,929	$	(12,144,764)	$	(288,644)	$	(642,649)
Shares issued for private placement	1,102,888		479,757		16,543		-		-		496,300
Share issuance costs	-		(59,377)		25,076		-		-		(34,301)
Share-based compensation	-		-		2,393		-		-		2,393
Net loss	-		-		-		(1,769,501)		-		(1,769,501)
Foreign exchange translation	-		-		-		-		(28,358)		(28,358)
Balance, January 31, 2023	18,288,861		8,176,210		4,078,941		(13,914,265)		(317,002)		(1,976,116)
Net loss	-		-		-		(637,809)		-		(637,809)
Foreign exchange translation	-		-		-		-		(70,994)		(70,994)
Balance, January 31, 2024	18,288,861		8,176,210		4,078,941		(14,552,074)		(387,996)		(2,684,919)
Shares issued for private placement	5,665,000		401,975		58,725		-		-		460,700
Flow-through share premium liability	-		(60,000)		-		-		-		(60,000)
Share issuance costs	-		(54,166)		18,816		-		-		(35,350)
Shares issued on conversion of debt	12,731,865		636,593		77,362		-		-		713,955
Debt restructuring with related parties	-		-		239,337		-		-		239,337
Shares issued for exploration and evaluation assets	3,350,000		245,500		-		-		-		245,500
Forgiveness of debt with related parties	-		-		145,848		-		-		145,848
Share-based compensation	-		-		46,376		-		-		46,376
Net loss	-		-		-		(893,717)		-		(893,717)
Foreign exchange translation	-		-		-		-		4,711		4,711
Balance, January 31, 2025	40,035,726	$	9,346,112	$	4,665,405	$	(15,445,791)	$	(383,285)	$	(1,817,559)

Note: All share and per share amounts in these consolidated financial statements have been retrospectively adjusted to reflect the 1-for-3 share consolidation completed on May 23, 2024.

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

F-3

RED METAL RESOURCES LTD.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Expressed in Canadian Dollars)

	Years ended<br><br><br>January 31,
	2025		2024		2023
Cash flows used in operating activities
Net loss	$	(893,717)	$	(637,809)	$	(1,769,501)
Adjustments to reconcile net loss to net cash used in operating activities
Accretion		38,220		-		-
Accrued interest on notes payable		177,956		189,926		162,724
Amortization		10,451		15,797		18,918
Foreign exchange		5,498		19,358		(39,124)
Forgiveness of debt		(24,916)		-		-
Impairment of exploration and evaluation assets		-		-		55,885
Share-based compensation for consulting services		-		-		2,393
Share-based compensation		46,376		-		-
Write-off of equipment		263		-		-
Changes in operating assets and liabilities
Prepaids and other receivables		(15,598)		50,766		25,221
Accounts payable		43,053		63,248		54,868
Accrued liabilities		43,448		(24,849)		(23,488)
Due to related parties		90,123		162,095		226,849
Net cash used in operating activities		(478,843)		(161,468)		(1,285,255)
Cash flows used in investing activities
Acquisition of exploration and evaluation assets		(5,000)		-		-
Acquisition of equipment		-		-		(55,572)
Net cash used in investing activities		(5,000)		-		(55,572)
Cash flows provided by financing activities
Issuance of notes payable to related parties		297,425		167,583		459,580
Cash received on subscription to shares		460,700		-		461,300
Cash share issuance costs		(35,350)		-		(34,301)
Net cash provided by financing activities		722,775		167,583		886,579
Effects of foreign currency exchange on cash		147		(1,192)		707
Increase (decrease) in cash		239,079		4,923		(453,541)
Cash, beginning		25,699		20,776		474,317
Cash, ending	$	264,778	$	25,699	$	20,776
Non-cash transactions
Exploration and evaluation assets included in accounts payable	$	8,000	$	-	$	-
Shares issued for exploration and evaluation assets	$	245,500	$	-	$	-

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

F-4

RED METAL RESOURCES LTD.<br><br><br>NOTES TO THE CONSOLIDATED<br><br><br>FINANCIAL STATEMENTS<br><br><br>For the Years Ended January 31, 2025, 2024 and 2023<br><br><br>(Expressed in Canadian Dollars)

**1.**NATURE AND CONTINUANCE OF OPERATIONS

Red Metal Resources Ltd. (the “Company”) is involved in acquiring and exploring mineral properties in Chile through its wholly-owned subsidiary, Minera Polymet SpA (“Polymet”), organized under the laws of the Republic of Chile, and in Canada, in the provinces of Quebec and Ontario. The Company has not determined whether its properties contain mineral reserves that are economically recoverable.

The Company’s head office is located at 1130 West Pender Street, Suite 820, Vancouver, British Columbia, V6E 4A4. Its registered office address is at 550 Burrard Street, Suite 2501, Vancouver, British Columbia, V6C 2B5. The Company’s mailing address is 278 Bay Street, Suite 102, Thunder Bay, Ontario, P7B 1R8. Polymet’s head office is located in Vallenar, III Region of Atacama, Chile.

These consolidated financial statements have been prepared on the assumption that the Company will continue as a going concern, meaning it will continue in operation for the foreseeable future and will be able to realize assets and discharge liabilities in the ordinary course of operations. As at January 31, 2025, the Company has not advanced its mineral properties to commercial production and is not able to finance day-to-day activities through operations. The Company’s continuation as a going concern is dependent upon the successful results from its mineral property exploration activities and its ability to attain profitable operations and generate funds there from and/or raise equity capital or borrowings sufficient to meet current and future obligations.

The Company incurred a comprehensive loss of $889,006 for the year ended January 31, 2025, and, as at January 31, 2025, the Company had a deficit of $15,445,791, and its current liabilities exceeded its current assets by $1,145,222. The Company raises financing for its exploration and development activities in discrete tranches to finance its activities for limited periods only. The Company has identified that further funding may be required for working capital purposes, and to finance the Company’s exploration program and development of mineral assets. These conditions may cast substantial doubt on the Company’s ability to continue as a going concern.

On May 23, 2024, the Company completed a share consolidation (reverse stock split) on the basis of one new share for every three old shares. All references to shares and per share amounts in these consolidated financial statements and accompanying notes have been retrospectively adjusted to reflect the share consolidation as if it had occurred at the beginning of the earliest period presented.

These consolidated financial statements do not give effect to any adjustment which would be necessary should the Company be unable to continue as a going concern and, therefore, be required to realize its assets and discharge its liabilities in other than the normal course of business and at amounts different from those reflected in the consolidated financial statements and such adjustments may be material.

**2.**STATEMENT OF COMPLIANCE AND BASIS OF PREPARATION

a)Statement of Compliance

These consolidated financial statements have been prepared in accordance with IFRS® Accounting Standards as issued by the International Accounting Standards Board (“IASB”) and were authorized for issuance by the Company’s Board of Directors on June 2, 2025.

b)Basis of Presentation and Consolidation

The consolidated financial statements of the Company as at and for the years ended January 31, 2025, 2024, and 2023 are comprised of the Company and its wholly-owned subsidiary, Minera Polymet SpA, (together referred to as “Red Metal”, or the “Company”). Polymet is consolidated from the date of its incorporation, as Red Metal is the sole shareholder and therefore has the control and power to govern the financial and operating policies of Polymet as to obtain benefits from its activities. The Company will continue to consolidate until the date Red Metal no longer has control over Polymet. The financial statements of Polymet are prepared for the same reporting period as the parent

F-5

RED METAL RESOURCES LTD.<br><br><br>NOTES TO THE CONSOLIDATED<br><br><br>FINANCIAL STATEMENTS<br><br><br>For the Years Ended January 31, 2025, 2024 and 2023<br><br><br>(Expressed in Canadian Dollars)

company, using consistent accounting policies. Balances, transactions, income and expenses between Red Metal and Polymet are eliminated on consolidation.

The consolidated financial statements have been prepared on an accrual basis and are based on historical costs, except for certain financial instruments, which are recorded at fair value. All amounts are expressed in Canadian dollars.

The preparation of financial statements in compliance with IFRS requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported expenses during the year. Actual results could differ from these estimates. The areas involving significant assumptions and estimates are disclosed in Note 4.

c)Foreign Currency Translation

The functional currency of the Company is the Canadian dollar. The functional currency of the Company’s subsidiary, Polymet, is the Chilean peso, which is determined to be the currency of the primary economic environment in which Polymet operates.

**3.**MATERIAL ACCOUNTING POLICY INFORMATION

Foreign currency translation and transactions

Translation of foreign currency transactions

Transactions in foreign currencies are translated using the exchange rate prevailing at the date of the transaction. At each reporting date, foreign currency denominated monetary assets and liabilities are translated at year-end exchange rates. Exchange differences arising from the transactions are recorded in profit or loss for the period, except for exchange differences relating to borrowings hedging net investments denominated in the consolidated subsidiaries’ currency. These differences are recognized in other comprehensive income as currency translation differences until the disposal of the net investment. Exchange differences arising from operating transactions are recorded in operating profit for the period; exchange differences related to financing transactions are recognized as finance costs or income, or in other comprehensive income.

Translation of foreign operations

The assets and liabilities of a foreign operation, including goodwill and fair value adjustments arising from the acquisition, are translated into Canadian dollars at year-end exchange rates. Income and expenses, and cash flows of a foreign operation are translated into Canadian dollars using average exchange rates. Differences resulting from translating foreign operations are reported as translation differences in equity. When a foreign operation is disposed of, the translation differences previously recognized in equity are reclassified to profit or loss.

Financial instruments

Classification

The Company classifies its financial instruments in the following categories: at fair value through profit or loss (“FVTPL”), at fair value through other comprehensive loss (“FVTOCI”) or at amortized cost. The Company determines the classification of financial assets at initial recognition. The classification of financial instruments is driven by the Company’s business model for managing the financial assets and their contractual cash flow characteristics. Equity instruments that are held for trading are classified as FVTPL. For other equity instruments, on the day of acquisition, the Company can make an irrevocable election (on an instrument-by-instrument basis) to designate them as at FVTOCI. Financial liabilities are measured at amortized cost, unless they are required to be measured at FVTPL (such as instruments held-for-trading or derivatives) or the Company has opted to measure them at FVTPL.

F-6

RED METAL RESOURCES LTD.<br><br><br>NOTES TO THE CONSOLIDATED<br><br><br>FINANCIAL STATEMENTS<br><br><br>For the Years Ended January 31, 2025, 2024 and 2023<br><br><br>(Expressed in Canadian Dollars)

The following table shows the classification of financial assets and financial liabilities:

Financial assets/liabilities	Classification
Cash	FVTPL
Accounts payable	Amortized cost
Accrued liabilities	Amortized cost
Due to related parties	Amortized cost
Notes payable	Amortized cost

Financial assets

On initial recognition, financial assets are recognized at fair value and are subsequently classified and measured at: (i) amortized cost; (ii) FVTOCI; or (iii) FVTPL. The classification of financial assets is generally based on the business model in which a financial asset is managed and its contractual cash flow characteristics.

A financial asset is measured at fair value net of transaction costs that are directly attributable to its acquisition except for financial assets at FVTPL where transaction costs are expensed.

All financial assets not classified and measured at amortized cost or FVTOCI are measured at FVTPL. On initial recognition of an equity instrument that is not held for trading, the Company may irrevocably elect to present subsequent changes in the investment’s fair value in other comprehensive income or loss.

The Company derecognizes financial assets only when the contractual rights to cash flows from the financial assets expire, or when it transfers the financial assets and substantially all of the associated risks and rewards of ownership to another entity.

The classification determines the method by which the financial assets are carried on the consolidated statement of financial position subsequent to initial recognition and how changes in value are recorded.

Financial liabilities

Financial liabilities are designated as either: (i) FVTPL; or (ii) other financial liabilities. All financial liabilities are classified and subsequently measured at amortized cost except for financial liabilities at FVTPL. The classification determines the method by which the financial liabilities are carried on the consolidated statement of financial position subsequent to initial recognition and how changes in value are recorded. Accounts payable are classified under other financial liabilities and carried on the consolidated statements of financial position at amortized cost.

The Company derecognizes a financial liability when its contractual obligations are discharged or cancelled, or expire. The Company also derecognizes a financial liability when the terms of the liability are modified such that the terms and/or cash flows of the modified instrument are substantially different, in which case a new financial liability based on the modified terms is recognized at fair value.

Gains and losses on derecognition are generally recognized in profit or loss. The Company does not have any derivative financial assets and liabilities as at the year ends presented.

Exploration and evaluation assets

Exploration and evaluation assets comprise of the costs of acquiring these assets, and the fair value (at acquisition date) of exploration and evaluation assets acquired in a business combination. Option payments are considered acquisition costs provided that the Company has the intention of exercising the underlying options. Costs incurred before the Company has obtained the legal rights to explore an area are expensed as incurred. Further acquisition costs incurred once the Company has obtained the legal rights to explore an area are capitalized.

F-7

RED METAL RESOURCES LTD.<br><br><br>NOTES TO THE CONSOLIDATED<br><br><br>FINANCIAL STATEMENTS<br><br><br>For the Years Ended January 31, 2025, 2024 and 2023<br><br><br>(Expressed in Canadian Dollars)

Costs associated with exploration and evaluation activities as well as property taxes payable to maintain good standing of the exploration and evaluation assets are expensed as period costs. Government tax credits received are recorded as a reduction to the exploration and evaluation expenditures for the reporting period.

From time to time, the Company may acquire or dispose of a mineral property interest pursuant to the terms of an option agreement. As such options are exercisable entirely at the discretion of the optionee, the amounts payable or receivable are not recorded at the time of the agreement. Option payments are recorded as exploration expenditure or recoveries when the payments are made or received.

Exploration and evaluation assets are tested for impairment if facts or circumstances indicate that impairment exists. Examples of such facts and circumstances are as follows:

·the period for which the Company has the right to explore in the specific area has expired during the period or will expire in the near future, and is not expected to be renewed;

·substantive expenditures on further exploration for and evaluation of mineral resources in the specific area is neither budgeted nor planned;

·exploration for and evaluation of mineral resources in the specific area have not led to the discovery of commercially viable quantities of mineral resources and the entity has decided to discontinue such activities in the specific area; and

·sufficient data exist to indicate that, although a development in the specific area is likely to proceed, the carrying amount of the exploration and evaluation asset is unlikely to be recovered in full from successful development or by sale.

Once the technical feasibility and commercial viability of the extraction of mineral resources in an area of interest are demonstrable, exploration and evaluation assets attributable to that area of interest are first tested for impairment and then reclassified to mining property and development assets within property, plant and equipment.

Recoverability of the carrying amount of any exploration and evaluation assets is dependent on successful development and commercial exploitation, or alternatively, sale of the respective areas of interest.

Although the Company has taken steps that it considers adequate to verify title to exploration and evaluation assets which it has an interest in, these procedures do not guarantee the Company’s title.

Restoration and environmental obligations

The Company recognizes liabilities for statutory, contractual, constructive or legal obligations associated with the retirement of the assets, when those obligations result from the acquisition, construction, development or normal operation of the assets. The net present value of future restoration cost estimates arising from the decommissioning of plant and other site preparation work is capitalized to the related asset along with a corresponding increase in the restoration provision in the period incurred. Discount rates using a pre-tax rate that reflect the time value of money are used to calculate the net present value.

As at January 31, 2025, 2024, and 2023, the Company had not recognized any provisions for restoration and environmental obligations.

F-8

RED METAL RESOURCES LTD.<br><br><br>NOTES TO THE CONSOLIDATED<br><br><br>FINANCIAL STATEMENTS<br><br><br>For the Years Ended January 31, 2025, 2024 and 2023<br><br><br>(Expressed in Canadian Dollars)

Equipment

Equipment is recorded at cost. Cost includes expenditures that are directly attributable to the acquisition of the asset. This includes the purchase price, any other costs directly attributable to bringing the assets to a working condition for intended use and the costs of dismantling and removing the items and restoring the site on which they are located.

Equipment is depreciated over its estimated useful life. Costs for normal repairs and maintenance that do not extend economic life or improve service potential are expensed as incurred. Costs of improvements that extend economic life or improve service potential are capitalized and depreciated over the estimated remaining useful life.

The Company commences recording depreciation when the assets are in a working condition ready for use. The Company’s equipment consists of trucks that are being used in the Company’s exploration programs, which are being depreciated using the declining balance method at 30%.

Impairment of assets

The carrying amount of the Company’s assets are reviewed at each reporting date to determine whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss. An impairment loss is recognized whenever the carrying amount of an asset or its cash generating unit exceeds its recoverable amount. Impairment losses are recognized in the consolidated statement of comprehensive loss.

The recoverable amount of assets is the greater of an asset’s fair value less cost to sell and value in use. The estimated future cash flows are discounted to their present value using a pre‐tax discount rate that reflects the current market assessments of the time value of money and the risks to the asset. For an asset that does not generate cash inflows largely independent of those from other assets, the recoverable amount is determined for the cash-generating unit to which the asset belongs.

An impairment loss is only reversed if there is an indication that the impairment loss may no longer exist and there has been a change in the estimates used to determine the recoverable amount, however, not to an amount higher than the carrying amount that would have been determined had no impairment loss been recognized in previous years.

Income taxes

Current income tax:

Current income tax assets and liabilities for the current period are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted, at the reporting date, in the countries where the Company operates and generates taxable income.

Current income tax relating to items recognized directly in other comprehensive income (loss) or equity is recognized in other comprehensive income (loss) or equity and not in profit or loss. Management periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions where appropriate.

Deferred income tax:

Deferred income tax is recognized, using the asset and liability method, on temporary differences at the reporting date arising between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes.

The carrying amount of deferred tax assets is reviewed at the end of each reporting period and recognized only to the extent that it is probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilized.

F-9

RED METAL RESOURCES LTD.<br><br><br>NOTES TO THE CONSOLIDATED<br><br><br>FINANCIAL STATEMENTS<br><br><br>For the Years Ended January 31, 2025, 2024 and 2023<br><br><br>(Expressed in Canadian Dollars)

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realized or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period.

Deferred tax assets and deferred tax liabilities are offset, if a legally enforceable right exists to set off current income tax assets against current income tax liabilities and the deferred income taxes relate to the same taxable entity and the same taxation authority.

Share capital

Common shares are classified as equity. Transaction costs directly attributable to the issuance of common shares and share options are recognized as a deduction from equity, net of any tax effects. Common shares issued for consideration other than cash are valued based on their fair value at the date the shares are issued.

The Company has adopted a residual value method with respect to the measurement of shares and warrants issued as private placement units. The residual value method first allocates value to the more easily measurable component based on fair value and then the residual value, if any, to the less easily measurable component. The Company considers the fair value of common shares issued in a private placement to be the more easily measurable component and the common shares are valued at their fair value, as determined by the closing quoted bid price on the issue date. The balance, if any, is allocated to the attached warrants. Any fair value attributed to the warrants is recorded as reserves.

Share purchase warrants issued on a standalone basis are recognized at the fair value using the Black-Scholes Option Pricing Model at the date of issue. The value is initially recorded as a part of reserves in equity at the recognized fair value. Upon exercise of the share purchase warrants, the previously recognized fair value of the warrants exercised is reallocated to share capital from reserves. The proceeds generated from the payment of the exercise price are also allocated to share capital.

Flow-through shares

Under Canadian income tax legislation, a corporation is permitted to issue shares whereby the Corporation agrees to incur qualifying expenditures and renounce the related income tax deductions to the investors. To account for flow-through shares, the Company allocates total proceeds from the issuance of flow-through shares between the offering of shares and the sale of tax benefits.

The total amount allocated to the offering of shares is based on the quoted price of the underlying shares. In situations where there is an absence of compelling evidence supporting a comparable value of the underlying shares, the Company allocates management’s estimate of the prevailing flow-through premium in current market conditions at the time of issuance to the sale of tax benefits. The amount which is allocated to the sale of tax benefits is recorded as a liability and is reversed proportionately and recognized as after-tax income when the tax benefits are renounced. The tax effect of the renunciation is recorded at the time the Company makes the renunciation, which may differ from the effective date of renunciation. On renunciation the value of the tax assets renounced is recorded as a deferred tax expense.

Share-based payments

Share-based payments to employees are measured at the fair value of the instruments issued and amortized over the vesting periods. Share-based payments to non-employees are measured at the fair value of goods or services received or the fair value of the equity instruments issued, if it is determined the fair value of the goods or services cannot be reliably measured, and are recorded at the date the goods or services are received. The corresponding amount is recorded to the share-based payment reserve. The fair values of the instruments are determined using the Black–Scholes Option Pricing Model. The number of the instruments expected to vest is reviewed and adjusted at the end of

F-10

RED METAL RESOURCES LTD.<br><br><br>NOTES TO THE CONSOLIDATED<br><br><br>FINANCIAL STATEMENTS<br><br><br>For the Years Ended January 31, 2025, 2024 and 2023<br><br><br>(Expressed in Canadian Dollars)

each reporting period such that the amount recognized for services received as consideration for the instruments granted shall be based on the number of the instruments that eventually vest.

Loss per share

Basic loss per share is calculated by dividing the loss attributable to common shareholders by the weighted average number of common shares outstanding in the period. For all periods presented, the loss attributable to common shareholders equals the reported loss attributable to owners of the Company. Diluted loss per share is calculated by the treasury stock method. Under the treasury stock method, the weighted average number of common shares outstanding for the calculation of diluted loss per share assumes that the proceeds to be received on the exercise of dilutive share options and warrants are used to repurchase common shares at the average market price during the period. Because the Company incurred net losses, the effect of dilutive instruments would be anti-dilutive and therefore diluted loss per share equals basic loss per share.

New and revised IFRS issued and impact on the Company’s financial statements

Certain new and amended accounting standards and interpretations have been published that are not mandatory for the January 31, 2025, reporting period and have not been early adopted by the Company.

Classification of Liabilities as Current or Non-Current (Amendments to IAS 1)

This amendment clarifies the requirement in determining whether a certain liability should be classified as current or noncurrent based on the rights that exist at the end of the reporting period, explains that rights are in existence if covenants are complied with at the end of the reporting period, and introduces a definition of ‘settlement’ to make clear that settlement refers to the transfer to the counterparty of cash, equity instruments, other assets or services. The amendment is to be applied retrospectively for annual periods beginning on or after January 1, 2024, with early adoption permitted. The Company has adopted this amendment for the year ended January 31, 2025.

IFRS 18, Presentation and Disclosures in Financial Statements (“IFRS 18”)

This is a new standard on presentation and disclosure in financial statements which replaces IAS 1, with a focus on updates to the statement of profit or loss. IFRS 18 introduces new requirements to:

·present specified categories and defined subtotals in the statement of profit or loss;

·provide disclosures on management-defined performance measures (MPMs) in the notes to the financial statements; and

·improve aggregation and disaggregation.

An entity is required to apply IFRS 18 for annual reporting periods on or after January 1, 2027, with earlier adoption permitted. IFRS 18 requires retrospective application with specific transition provisions. The Company is assessing the impact of this amendment.

Other new standards and interpretations with future effective dates are either not applicable or not expected to have a significant impact on the Company’s financial statements.

**4.**SIGNIFICANT ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS

The preparation of these consolidated financial statements in conformity with IFRS requires management to make assumptions and estimates that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of income and expenses during the reporting period. These financial statements include estimates which, by their nature, are uncertain. These assumptions and associated estimates are based on historical experience and other factors that are considered to be relevant. The current market conditions introduce additional uncertainties, risks and complexities in management’s determination of the estimates and assumptions used to prepare the Company’s financial results. As volatility in financial markets is an evolving situation, management cannot reasonably estimate the length or severity of the impact on the Company. As such, actual results may differ

F-11

RED METAL RESOURCES LTD.<br><br><br>NOTES TO THE CONSOLIDATED<br><br><br>FINANCIAL STATEMENTS<br><br><br>For the Years Ended January 31, 2025, 2024 and 2023<br><br><br>(Expressed in Canadian Dollars)

from estimates, and the effect of such differences may be material. The impacts of such estimates are pervasive throughout the financial statements and may require accounting adjustments based on future occurrences. Revisions to accounting estimates are recognized in the period in which the estimate is revised and the revision affects both current and future periods.

The following are critical judgments that management has made in the process of applying accounting policies and that have the most significant effect on the amounts recognized in the financial statements:

·classification/allocation of expenses as exploration and evaluation expenditures;

·classification and measurement of the Company’s financial assets and liabilities;

·determination of the market interest rate in the valuation of loans payable;

·determination that the Company is able to continue as a going concern; and

·determination whether there have been any events or changes in circumstances that indicate the impairment of the Company’s exploration and evaluation assets.

Key sources of estimation uncertainty include the following:

·the carrying value and recoverability of exploration and evaluation assets;

·recoverability and measurement of deferred tax assets;

·fair values of loans payable;

·provisions for restoration and environmental obligations and contingent liabilities; and

·measurement of share-based transactions.

**5.**FINANCIAL INSTRUMENTS AND RISKS

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

Level 1 - quoted prices in active markets for identical assets and liabilities.

Level 2 - observable inputs other than quoted prices in active markets for identical assets and liabilities.

Level 3 - unobservable inputs in which there is little or no market data available, which require the reporting entity to develop its own assumptions.

The Company has classified its cash as measured at fair value in the statement of financial position, using level 1 inputs.

Categories of financial instruments

As at:	January 31, 2025		January 31, 2024
Financial assets:
FVTPL
Cash	$	264,778	$	25,699
Financial liabilities:
Amortized cost
Accounts payable	$	205,071	$	173,954
Accrued liabilities	$	95,343	$	51,893
Due to related parties	$	631,158	$	600,223
Notes payable	$	2,039,862	$	2,561,691

F-12

RED METAL RESOURCES LTD.<br><br><br>NOTES TO THE CONSOLIDATED<br><br><br>FINANCIAL STATEMENTS<br><br><br>For the Years Ended January 31, 2025, 2024 and 2023<br><br><br>(Expressed in Canadian Dollars)

Assets and liabilities measured at fair value on a recurring basis:

As at January 31, 2025	Level 1	Level 2	Level 3	Total
Cash	$ 264,778	$ -	$ -	$ 264,778
As at January 31, 2024	Level 1	Level 2	Level 3	Total
Cash	$ 25,699	$ -	$ -	$ 25,699

Accounts payable, accrued liabilities, and due to related parties approximate their fair value due to the short-term nature of these instruments.

Loans payable are measured at amortized cost. Upon recognition, the fair values of the loans are estimated by discounting cash flows using interest rates of debt instruments with similar terms, maturities, and risk profiles.

Risk management

The Company has exposure to the following risks from its use of financial instruments: credit risk, market risk and liquidity risk. Management, the Board of Directors, and the Audit Committee monitor risk management activities and review the adequacy of such activities.

Credit risk:

Credit risk is the risk of potential loss to the Company if a customer or counter party to a financial instrument fails to meet its contractual obligations. The Company’s credit risk is limited to the carrying amount on the statement of financial position and arises from the Company’s cash, which is held with a high-credit quality financial institutions in Canada and in Chile. As such, the Company’s credit risk exposure is minimal.

Market risk:

Market risk is the risk of loss that may arise from changes in market factors such as interest rates, foreign exchange rates, and equity prices.

*i.*Interest rate risk:

Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company has minimal interest rate risk as it has no interest accumulating financial assets that may become susceptible to interest rate fluctuations.

*ii.*Currency risk:

Foreign currency risk is the risk that the fair values of future cash flows of a financial instrument will fluctuate because they are denominated in currencies that differ from the respective functional currency. The Company has offices in Canada and Chile, and holds cash in Canadian, United States, and Chilean Peso currencies. A significant change in the currency exchange rates between the Canadian dollar relative to US dollar and Chilean Peso could have an effect on the Company’s results of operations, financial position, and/or cash flows. At January 31, 2025, the Company had no hedging agreements in place with respect to foreign exchange rates. As the majority of the transactions of the Company are denominated in CAD and Chilean Peso currencies, movements in the foreign exchange rates are not expected to have a material impact on the consolidated statements of comprehensive loss.

*iii.*Equity price risk:

Equity price risk is the risk that the fair value of equity/securities decreases as a result of changes in the levels of equity indices and the value of individual stocks. The Company is not exposed to equity price risk as it does not have any investments in marketable securities.

F-13

RED METAL RESOURCES LTD.<br><br><br>NOTES TO THE CONSOLIDATED<br><br><br>FINANCIAL STATEMENTS<br><br><br>For the Years Ended January 31, 2025, 2024 and 2023<br><br><br>(Expressed in Canadian Dollars)

Liquidity risk:

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company has a planning and budgeting process in place to help determine the funds required to support the Company’s normal operating requirements on an ongoing basis. The Company ensures that there are sufficient funds to meet its short-term business requirements, considering its anticipated cash flows. Historically, the Company’s sources of funding have been through equity financings and loans from the Company’s management and its major shareholder. The Company’s access to financing is uncertain, and there can be no assurance of continued access to significant debt or equity funding.

The following table details the remaining contractual maturities of the Company’s financial liabilities as of January 31, 2025:

	Within 1 year		1-5 years			Total
Accounts payable	$	205,071	$	-	-	$	205,071
Accrued liabilities		95,343		-	-		95,343
Amounts due to related parties		631,158		-	-		631,158
Loans payable		509,950		1,529,912	-		2,039,862
Withholding taxes payable		-		-	140,564		140,564
	$	1,441,522	$	1,529,912	140,564	$	3,111,998

All values are in US Dollars.

**6.**EXPLORATION AND EVALUATION ASSETS

As of January 31, 2025 and 2024, the Company’s interest in exploration and evaluation assets consisted of three copper-gold projects on two properties in Chile, namely the Farellón and Perth Projects, comprising the Carrizal Property, and the Mateo Project comprising the Mateo Property. During the second part of Fiscal 2025, the Company acquired four separate packages of mineral claims and mineral claim applications in Ville Marie, Quebec, and 149 mineral claims located in the Larder Lake Mining District of Ontario. The Company capitalizes acquisition costs incurred on its exploration and evaluation properties; the costs associated with exploration and drilling programs, as well as property tax payments, are expensed as period costs in the period they are incurred. The following tables present acquisition costs associated with each property as of January 31, 2025 and 2024:

Exploration and evaluation assets as of January 31, 2025

	January 31,<br><br><br>2024		Acquisition<br><br><br>costs		Effect of<br><br><br>Foreign<br><br><br>currency<br><br><br>translation		January 31,<br><br><br>2025
Farellón Project
Farellón	$	394,421	$	-	$	5,680	$	400,101
Quina		152,025		-		2,189		154,214
Exeter		154,406		-		2,224		156,630
Farellón Project, sub-total		700,852		-		10,093		710,945
Point Piche Project		-		93,000		-		93,000
Larder Lake Project		-		165,500		-		165,500
Total costs	$	700,852	$	258,500	$	10,093	$	969,445

F-14

RED METAL RESOURCES LTD.<br><br><br>NOTES TO THE CONSOLIDATED<br><br><br>FINANCIAL STATEMENTS<br><br><br>For the Years Ended January 31, 2025, 2024 and 2023<br><br><br>(Expressed in Canadian Dollars)

Exploration and evaluation assets as of January 31, 2024

	January 31,<br><br><br>2023		Acquisition<br><br><br>costs		Effect of<br><br><br>Foreign<br><br><br>currency<br><br><br>translation		January 31,<br><br><br>2024
Farellón Project
Farellón	$	452,048	$	-	$	(57,627)	$	394,421
Quina		174,237		-		(22,212)		152,025
Exeter		176,966		-		(22,560)		154,406
Total costs	$	803,251	$	-	$	(102,399)	$	700,852

During the years ended January 31, 2025, 2024, and 2023 the Company incurred the following costs associated with the exploration activities on its mineral properties:

Exploration costs for the year ended January 31, 2025

	Farellón<br><br><br>Project		Perth<br><br><br>Project		Mateo<br><br><br>Project		Point<br><br><br>Piche<br><br><br>Project		Larder<br><br><br>Lake<br><br><br>Project		Total<br><br><br>Costs
Property taxes paid	$	9,185	$	21,295	$	1,800	$	-	$	-	$	32,280
Camp costs<br><br><br>(including meals and travel)		2,855		-		-		-		-		2,855
Total exploration costs	$	12,040	$	21,295	$	1,800	$	-	$	-	$	35,135

In addition to the costs listed in the table above, during the year ended January 31, 2025, the Company incurred an additional $5,709 in claim maintenance fees on its mineral exploration properties in Chile and an additional $25,000 in general geological fees related to its mineral exploration properties in Canada. These fees are included in the mineral exploration costs in the consolidated statements of loss and comprehensive loss.

Exploration costs for the year ended January 31, 2024

	Farellón<br><br><br>Project		Perth<br><br><br>Project		Mateo<br><br><br>Project		Total<br><br><br>Costs
Property taxes paid	$	10,301	$	23,879	$	2,018	$	36,198
Assay costs		192		-		-		192
Camp costs (including meals and travel)		1,430		-		-		1,430
Total exploration costs	$	11,923	$	23,879	$	2,018	$	37,820

In addition to the costs listed in the table above, during the year ended January 31, 2024, the Company incurred an additional $5,438 in claim maintenance fees on its mineral exploration properties in Chile. These fees are included in the mineral exploration costs in the consolidated statements of loss and comprehensive loss.

F-15

RED METAL RESOURCES LTD.<br><br><br>NOTES TO THE CONSOLIDATED<br><br><br>FINANCIAL STATEMENTS<br><br><br>For the Years Ended January 31, 2025, 2024 and 2023<br><br><br>(Expressed in Canadian Dollars)

Exploration costs for the year ended January 31, 2023

	Farellón<br><br><br>Project		Perth<br><br><br>Project		Mateo<br><br><br>Project		Total<br><br><br>Costs
Property taxes paid	$	8,440	$	19,596	$	1,656	$	29,692
Geology		82,931		-		-		82,931
Drilling		409,741		-		-		409,741
Equipment used		11,950		-		-		11,950
Camp costs (including meals and travel)		53,470		-		-		53,470
Assay costs		58,433		-		-		58,433
Value added tax on exploration costs		103,732		-		-		103,732
Total exploration costs	$	728,697	$	19,596	$	1,656	$	749,949

In addition to the costs listed in the table above, during the year ended January 31, 2023, the Company incurred an additional $4,957 in claim maintenance fees on its mineral exploration properties in Chile. These fees are included in the mineral exploration costs in the consolidated statements of loss and comprehensive loss.

**7.**EQUIPMENT

Changes in equipment cost, depreciation and net book value of the equipment at January 31, 2025 and 2024 are as follows:

Cost	Equipment
Balance at January 31, 2023	$	109,348
Effect of foreign currency translation		(13,939)
Balance at January 31, 2024		95,409
Disposition of equipment		(13,177)
Effect of foreign currency translation		1,184
Balance at January 31, 2025	$	83,416
Accumulated depreciation
Balance at January 31, 2023	$	48,395
Additions		15,797
Effect of foreign currency translation		(7,718)
Balance at January 31, 2024		56,474
Additions		10,451
Disposition of equipment		(12,914)
Effect of foreign currency translation		711
Balance at January 31, 2025	$	54,722
Net carrying amounts
Balance, January 31, 2024	$	38,935
Balance, January 31, 2025	$	28,694

F-16

RED METAL RESOURCES LTD.<br><br><br>NOTES TO THE CONSOLIDATED<br><br><br>FINANCIAL STATEMENTS<br><br><br>For the Years Ended January 31, 2025, 2024 and 2023<br><br><br>(Expressed in Canadian Dollars)

**8.**PREPAIDS AND OTHER RECEIVABLES

Prepaids and other receivables consisted of the following as at January 31, 2025 and 2024:

	January 31, 2025		January 31, 2024
GST receivable	$	4,313	$	2,352
Prepaid expenses for general and administrative fees		87,209		73,572
Total prepaids and other receivables	$	91,522	$	75,924

**9.**WITHHOLDING TAXES PAYABLE

As at January 31, 2025 and 2024, the Company had $140,564 and $138,568 in Chilean withholding taxes payable, respectively.

**10.**SHARE CAPITAL

The Company is authorized to issue an unlimited number of common shares without par value (the “Shares”).

Share consolidation

On May 23, 2024, the Company completed a share consolidation (reverse stock split) on the basis of one new share for every three old shares. As a result of the share consolidation, the number of issued and outstanding ordinary shares was reduced from 54,866,625 to 18,288,861 shares. The share consolidation did not change the proportionate ownership interest of any shareholder or the total equity attributable to the Company’s shareholders. All references to share and per share amounts in the financial statements and accompanying notes have been retrospectively adjusted to reflect the share consolidation as if it had occurred at the beginning of the earliest period presented.

Common shares issued during the year ended January 31, 2025

On June 19, 2024, the Company closed the first tranche of a private placement financing (the “Offering”), issuing 1,200,000 Shares for gross proceeds of $60,000.

In addition, the Company issued a total of 12,581,865 Shares on conversion of $629,093 that the Company owed to its related parties. Of this amount, $450,000 owed under the notes payable to related parties were reassigned to new directors and officers of the Company, who joined the management team on May 10, 2024, $50,000 was owed to Da Costa Management Corp, an entity owned by the Company’s CFO, for prior consulting services, and $129,093 was owed to Fladgate Exploration Consulting Corporation, an entity partly owned by Mr. Thompson, the Company’s director and VP of Exploration, and Ms. Jeffs, the Company’s director and CEO, under an 8% note payable due on demand. Fladgate forgave $77,362 in interest accumulated on the principal due under the note, which was recorded as a contribution in equity reserves (Note 12).

On July 18, 2024, the Company closed the second and final tranche of the Offering, issuing 550,000 Shares for gross proceeds of $27,500.

On July 18, 2024, the Company issued 150,000 Shares on conversion of $7,500 that the Company owed to one of its vendors.

On November 13, 2024, the Company issued 1,100,000 Shares pursuant to the definitive agreement (the “Agreement”) with a vendor to acquire a 100% interest in three separate packages of mineral claims and mineral claim applications in Ville Marie, Quebec (the “Point Piche Project”). The shares were valued at $88,000 (Note 6).

F-17

RED METAL RESOURCES LTD.<br><br><br>NOTES TO THE CONSOLIDATED<br><br><br>FINANCIAL STATEMENTS<br><br><br>For the Years Ended January 31, 2025, 2024 and 2023<br><br><br>(Expressed in Canadian Dollars)

On November 22, 2024, the Company closed the first tranche of a non-brokered private placement (the “November Offering”), issuing 3,000,000 flow-through units (the “FT Units”) for gross proceeds of $300,000, with $45,000 allocated to warrant reserve, based on the residual value, and $60,000 recorded as flow-through share liability. Each FT Unit consisted of one flow-through Share (an “FT Share”) and one-half of one non-transferable Share purchase warrant (each whole Share purchase warrant, a “Warrant”). In addition, the Company issued an aggregate of 915,000 non-flow-through units (the “NFT Units”) for gross proceeds of $73,200, of which $13,725 was allocated to warrant reserve based on the residual value. Each NFT Unit consisted of one Share and one-half of one non-transferable Share purchase warrant (each whole share purchase warrant, a “Warrant”). Each whole Warrant is exercisable to acquire one Share at an exercise price of $0.12 per Share until May 22, 2026.

In connection with the November Offering, the Company incurred $54,166 in share issuance costs, of which $30,000 was associated with a cash finder’s fee, $5,350 was associated with regulatory fees, and $18,816 was attributed to 300,000 finder’s warrants. Each finder’s warrant is exercisable to acquire one Share at an exercise price of $ 0.12 per Share until May 22, 2026. The Company used Black-Scholes Option Pricing Model to determine the value of the finder’s warrants. The following assumptions were used:

Expected life of the finder’s warrants	1.5 years
Risk-free interest rate	3.37%
Expected dividend yield	Nil
Expected share price volatility	362%
Fair value at the date of transaction	$0.065

On December 12, 2024, the Company issued 2,250,000 Shares pursuant to a mineral claims acquisition agreement dated December 2, 2024, to acquire a 100% interest in 149 mineral claims located in the Larder Lake Mining District of Ontario (the “Larder Lake Project”). The shares were valued at $157,500 (Note 6).

Common shares issued during the year ended January 31, 2024

During the year ended January 31, 2024, the Company did not have any transactions that resulted in the issuance of Shares.

Common shares issued during the year ended January 31, 2023

On May 16, 2022, the Company issued 1,102,888 units at a price of $0.45 per unit (each a “Unit”) for gross proceeds of $496,300 (the “2023 Offering”), of which $35,000 was associated with debt the Company converted to Units. Each Unit consisted of one common share and one common share purchase warrant (the “Warrant”). Each Warrant entitles the holder thereof to purchase one additional common share of the Company at an exercise price of $0.90 per common share, if exercised on or before May 16, 2023, and at a price of $1.80, if exercised between May 16, 2023, and on or before May 16, 2024. The Warrants were assigned $0.015 per warrant share value based on the residual method, as the fair market value of the Shares was below the offering price.

In connection with the 2023 Offering, the Company incurred $3,987 in regulatory fees, paid cash commissions aggregating $30,314, and issued 67,363 finders’ warrants valued at $25,076. The finders’ warrants are subject to the same terms and conditions as the Warrants purchased by other subscribers in the 2023 Offering. The Company used Black-Scholes Option Pricing Model to determine the value of the finders’ warrants. The following assumptions were used:

Expected life of the finder’s warrants	2 years
Risk-free interest rate	2.64%
Expected dividend yield	Nil
Expected share price volatility	242%
Fair value at the date of transaction	$0.435

F-18

RED METAL RESOURCES LTD.<br><br><br>NOTES TO THE CONSOLIDATED<br><br><br>FINANCIAL STATEMENTS<br><br><br>For the Years Ended January 31, 2025, 2024 and 2023<br><br><br>(Expressed in Canadian Dollars)

Warrants

The changes in the number of warrants outstanding during the years ended January 31, 2025 and 2024, are as follows:

	Year ended<br><br><br>January 31, 2025			Year ended<br><br><br>January 31, 2024
	Number of<br><br><br>warrants	Weighted<br><br><br>average<br><br><br>exercise price		Number of<br><br><br>warrants	Weighted<br><br><br>average<br><br><br>exercise price
Warrants outstanding, beginning	2,453,473	$	1.17	4,732,996	$	1.14
Warrants issued	2,257,500	$	0.12	-		-
Warrants expired	(2,453,473)	$	1.17	(2,279,523)	$	1.77
Warrants outstanding, ending	2,257,500	$	0.12	2,453,473	$	1.17

All warrants outstanding as at January 31, 2025, had an expiry date of May 22, 2026, were exercisable at $0.12 per Share, and had a life of 1.3 years.

Options

The Company adopted an incentive stock option plan (the “Option Plan”) which provides that the Board of Directors of the Company may, from time to time, at their discretion and in accordance with the CSE requirements, grant stock options to directors, officers and technical consultants for up to 10% of the issued and outstanding common shares of the Company. Such options are exercisable for a period of up to ten years from the date of grant. Exercise price and vesting terms are determined at the time of grant by the Board of Directors.

On October 2, 2024, the Company’s board of directors granted 1,200,000 incentive stock options to its directors, officers, and consultants. The stock options are exercisable at $0.12 per Share for a period of two years, expiring on October 2, 2026. The options vested immediately upon grant, and the Company recognized $46,376 as share-based compensation associated with these options. The fair value of these stock options was estimated using the Black-Scholes Option Pricing model using the following assumptions:

	October 2, 2024
Expected life	2 years
Risk-free interest rate	2.98%
Expected dividend yield	Nil
Expected share price volatility	328%
Fair Value at the date of grant	$0.04

On November 24, 2021, the Company’s board of directors granted 583,333 incentive stock options to its directors, officers, and consultants. The stock options are exercisable at a price of $0.75 per share for a period of five years, expiring on November 24, 2026.

The option to acquire up to 16,666 shares issued to a consultant for investor relation services vested over a period of 12 months at a rate of 4,167 options per quarter beginning on February 24, 2022. During the year ended January 31, 2023, the Company recognized $2,393 as share-based compensation associated with these options, which was included as part of consulting fees in the consolidated statement of comprehensive loss.

F-19

RED METAL RESOURCES LTD.<br><br><br>NOTES TO THE CONSOLIDATED<br><br><br>FINANCIAL STATEMENTS<br><br><br>For the Years Ended January 31, 2025, 2024 and 2023<br><br><br>(Expressed in Canadian Dollars)

The fair value of these stock options was estimated using the Black-Scholes Option Pricing Model using the following assumptions:

	January 31, 2023
Expected life	4-5 years
Risk-free interest rate	1.52% – 3.27%
Expected dividend yield	Nil
Expected stock price volatility	195% - 243%
Fair value at the date of grant	$0.21 - $0.654

The changes in the number of options outstanding during the years ended January 31, 2025 and 2024, are as follows:

	Year ended<br><br><br>January 31, 2025			Year ended<br><br><br>January 31, 2024
	Number of<br><br><br>options	Weighted<br><br><br>average<br><br><br>exercise price		Number of<br><br><br>options	Weighted<br><br><br>average<br><br><br>exercise price
Options outstanding, beginning	556,667	$	0.75	573,333	$	0.75
Options granted	1,200,000	$	0.12	-	$	n/a
Options expired	(116,667)	$	0.75	(16,666)	$	0.75
Options outstanding, ending	1,640,000	$	0.29	556,667	$	0.75

Details of options outstanding as at January 31, 2025, are as follows:

Number of options<br><br><br>exercisable	Grant date	Exercise price and expiry date
440,000	November 24, 2021	$0.75 expiring on November 24, 2026
1,200,000	October 2, 2024	$0.12 expiring on October 2, 2026
1,640,000

**11.**FORGIVENESS OF DEBT

During the year ended January 31, 2025, the Company recorded $14,916 as forgiveness of debt associated with the write-off of a provision which exceeded the statute of limitations. In addition, a former director forgave $10,000 in previously unpaid consulting fees (Note 12).

The Company did not have similar transactions during the years ended January 31, 2024 and 2023.

**12.**RELATED-PARTY TRANSACTIONS

Related parties include the directors, officers, key management personnel, close family members and entities controlled by these individuals. Key management personnel are those having authority and responsibility for planning, directing and controlling the activities of the Company as a whole.

F-20

RED METAL RESOURCES LTD.<br><br><br>NOTES TO THE CONSOLIDATED<br><br><br>FINANCIAL STATEMENTS<br><br><br>For the Years Ended January 31, 2025, 2024 and 2023<br><br><br>(Expressed in Canadian Dollars)

Transactions with Related Parties

During the years ended January 31, 2025, 2024, and 2023, the Company incurred the following expenses with related parties:

	Years ended<br><br><br>January 31,
	2025		2024		2023
Consulting fees to a company owned by an officer and a former director	$	60,000	$	60,000	$	60,000
Consulting fees to a company controlled by officers and directors		10,000		45,000		60,000
Mineral exploration fees to a company controlled by officers and directors		25,000		-		-
Mineral exploration and general administrative expenses to a company controlled by officers and directors		-		5,400		99,984
Consulting fees paid or accrued to a company controlled by a former VP of Finance		-		-		7,120
Legal fees paid to a company controlled by a director		24,076		28,372		22,316
Consulting fees to a company controlled by a director		1,000		-		-
Consulting fees to an officer and director		20,000		-		-
Consulting fees to a former director		10,000		-		-
Stock-based compensation		38,645		-		-
Total transactions with related parties	$	188,721	$	138,772	$	249,420

Amounts due to Related Parties

The following amounts were due to related parties as at:

	January 31, 2025		January 31, 2024
Due to a company owned by an officer and a former director (a), (c)	$	171,387	$	158,831
Due to a company controlled by officers and directors (a)		171,806		155,803
Due to a company controlled by officers and directors (a)		243,123		203,450
Due to an officer and director (a)		20,047		-
Due to a company controlled by a director (a)		16,714		9,291
Due to the Chief Executive Officer (“CEO”) and director (a), (b)		3,341		68,159
Due to a major shareholder (a), (b)		2,162		3,349
Due to the Chief Financial Officer (“CFO”) (a), (b)		1,448		1,340
Due to a company controlled by a director (a)		1,130		-
Total due to related parties	$	631,158	$	600,223

(a)Amounts are unsecured, due on demand and bear no interest.

F-21

RED METAL RESOURCES LTD.<br><br><br>NOTES TO THE CONSOLIDATED<br><br><br>FINANCIAL STATEMENTS<br><br><br>For the Years Ended January 31, 2025, 2024 and 2023<br><br><br>(Expressed in Canadian Dollars)

Notes Payable to Related Parties

Debt Restructuring

On May 9, 2024, the Company restructured a portion of its debt with related parties (the “Creditors”) in the amount of $1,911,451, whereby the Creditors agreed to forgive a total of $145,848 in interest accrued on demand notes payable up to January 31, 2024 (which was recorded as part of the equity reserves), and to restructure repayment of remaining balance of $1,765,603 plus interest accrued on the Debt up to May 9, 2024, totaling $51,651 over a five-year period (the “Restructured Loan Agreements”). Under the Restructured Loan Agreements, the remaining balance and accrued interest, totalling $1,817,255 (the “Debt”), continues to accrue interest at an annual interest rate of 8%, and must be repaid in a series of semi-annual installment payments, commencing six months from the date of the Debt restructuring, on November 9, 2024, over a period of five years.

On January 13, 2025, the Company and the Creditors amended the Restructured Loan Agreements to extend and combine the first two payments to July 15, 2025. All other terms of the Restructured Loan Agreements remained the same.

In measuring the fair value of the Restructured Loan Agreements in alignment with IFRS 9, Financial Instruments, at May 9, 2024, the Company recognized an equity component of $239,337 against the balance of the Debt relating to the below-market interest rate. The value of the equity component was determined by discounting the total expected future obligations under the Restructured Loan Agreements at a market interest rate of 13%.

During the year ended January 31, 2025, the Company recorded accretion of $38,220 on the Debt and $109,064 in interest accrued on the Debt.

A reconciliation of the balance outstanding at January 31, 2025, is as follows:

	January 31, 2025
Initial Debt at May 9, 2024	$	1,765,604
Interest accrued up to May 9, 2024		51,651
Equity portion of loans payable		(239,337)
Interest expense		109,064
Accretion expense		38,220
Total loan balance at January 31, 2025		1,725,202
Less current portion		(195,290)
Non-current balance, January 31, 2025	$	1,529,912

F-22

RED METAL RESOURCES LTD.<br><br><br>NOTES TO THE CONSOLIDATED<br><br><br>FINANCIAL STATEMENTS<br><br><br>For the Years Ended January 31, 2025, 2024 and 2023<br><br><br>(Expressed in Canadian Dollars)

Reassignment of Certain Notes Payable with Related Parties

Other Related Party Notes Payable due on Demand

The following amounts were due under the notes payable on demand:

	January 31,<br><br><br>2025		January 31,<br><br><br>2024
Notes payable to CEO and director(a)	$	43,743	$	1,325,624
Line of credit with the CEO and director (b)		134,591		-
Note payable to CFO		-		17,664
Note payable to a company controlled by officers and directors(c)		-		200,240
Note payable to a company controlled by officers and directors(a)		136,326		340,611
Note payable to a significant shareholder		-		677,552
Total notes payable to related parties	$	314,660	$	2,561,691

(a)These notes payable are unsecured, due on demand and accumulate interest at a rate of 8% per annum.

Interest Expense

A reconciliation of the interest expense accrued on the outstanding notes payable for the years ended January 31, 2025, 2024, and 2023 is as follows:

	January 31,<br><br><br>2025		January 31,<br><br><br>2024			January 31,<br><br><br>2023
Interest accrued on Notes payable due on demand	$	17,241	$	189,926	$	162,724
Interest accrued on Debt prior to restructuring on May 9, 2024		51,651		-		-
Interest accrued on Debt subsequent to restructuring on May 9, 2024		109,064		-		-
Total interest expense	$	177,956	$	189,926	$	162,724

F-23

RED METAL RESOURCES LTD.<br><br><br>NOTES TO THE CONSOLIDATED<br><br><br>FINANCIAL STATEMENTS<br><br><br>For the Years Ended January 31, 2025, 2024 and 2023<br><br><br>(Expressed in Canadian Dollars)

**13.**FLOW-THROUGH LIABILITY

	January 31,<br><br><br>2025		January 31,<br><br><br>2024
Balance, beginning	$	-	$	-
Share premium liability on flow-through shares		60,000		-
Balance, ending	$	60,000	$	-

On November 22, 2024, the Company issued 3,000,000 FT Units for gross proceeds of $300,000 (Note 10). The premium received on the FT Units issued was determined to be $60,000 and was recorded as a share capital reduction. An equivalent flow-through share premium liability was recorded and will be reduced as and when the qualified exploration expenditures occur.

The Company renounced the full amount of $300,000 with an effective date for tax purposes of December 31, 2024, under the look-back rule. As a result, the Company is committed to spending $300,000 on qualifying expenditures by December 31, 2025.

During the year ended January 31, 2025, the Company did not incur any qualifying exploration costs.

**14.**SEGMENTED INFORMATION

The Company has one operating segment, the exploration of mineral properties, and two geographical segments. All of the Company’s equipment is located in Chile, and the exploration and evaluation assets are located in Chile and in Canada as follows:

	Chile				Canada
	January 31,<br><br><br>2025		January 31,<br><br><br>2024		January 31,<br><br><br>2025		January 31,<br><br><br>2024
Equipment	$	28,694	$	38,935	$	-	$	-
Exploration and evaluation assets		710,945		700,852		258,500		-
	$	739,639	$	739,787	$	258,500	$	-

**15.**INCOME TAXES

A reconciliation of income taxes at statutory rate is as follows:

	Year ended January 31,
	2025		2024		2023
Net loss before tax	$	(893,717)	$	(637,809)	$	(1,769,501)
Statutory income tax rate		27%		27%		27%
Expected income tax recovery at statutory income tax rates		(241,000)		(173,000)		(478,000)
Non-deductible expenditures		2,335		31		646
Other		(147,158)		(132,752)		(78,026)
Adjustment to prior year provisions versus statutory tax returns		38,823		108,721		91,380
Change in valuation allowance		347,000		197,000		464,000
Income tax recovery	$	-	$	-	$	-

F-24

RED METAL RESOURCES LTD.<br><br><br>NOTES TO THE CONSOLIDATED<br><br><br>FINANCIAL STATEMENTS<br><br><br>For the Years Ended January 31, 2025, 2024 and 2023<br><br><br>(Expressed in Canadian Dollars)

The Company’s deferred tax assets and liabilities are comprised of the following:

	Year ended January 31,
	2025		2024			2023
Deferred tax assets (liabilities):
Federal loss carryforwards	$	4,235,000		$	3,669,000		$	3,108,000
Mineral properties		43,000			40,000			40,000
Share issue costs		18,000			5,000			8,000
		4,296,000			3,714,000			3,156,000
Valuation allowance		(4,296,000)			(3,714,000)			(3,156,000)
Net deferred tax asset	$	-		$	-		$	-

The Company has approximately $2,812,534 in net operating loss carry forwards in Canada that may be offset against future taxable income, which may be used to reduce future taxable income and expire in the year 2045. The Company also has approximately $7,010,666 of Chilean tax losses. The Chilean tax losses can be carried forward indefinitely.

The Company has approximately $7,540,330 in United States net operating loss carry forwards, $4,552,700 of which expire in 2037. The remaining balance of $2,987,630 will never expire but its utilization is limited to 80% of taxable income in any future year.

**16.**CAPITAL MANAGEMENT

The Company manages its capital, consisting of share and working capital, in a manner consistent with the risk characteristics of the assets it holds. All sources of financing are analyzed by management and approved by the Board of Directors. The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern, to support the exploration and development of its exploration and evaluation assets, and to sustain future development of its business. The Company is meeting its objectives of managing capital through preparing short-term and long-term cash flow analysis to ensure an adequate amount of liquidity. The Company is not subject to any externally imposed capital restrictions. There were no changes in the Company’s approach to capital management during the period.

**17.**SUBSEQUENT EVENTS

(a)On February 1, 2025, the Company entered into an unsecured line of credit agreement with a company controlled by the Company’s CEO and director and the Company’s VP of Exploration and director, for up to US$100,000. The outstanding balance, if any, on the revolving loan is due and payable on demand and bears interest at an annual rate of 8%.

(b)Subsequent to January 31, 2025, the Company received a $25,000 advance from its director and VP of Finance. The advance is unsecured, interest-free and due on demand.

F-25

Item 19. Exhibits

Exhibit<br><br><br>Number	Exhibit
1.1	Articles of Red Metal Resources Ltd. (incorporated by reference to exhibit 1.1 of Form 20-F filed on May 31, 2022)
1.2	Certificate of Continuation dated February 10, 2021 (incorporated by reference to exhibit 3.1 of Form 8-K filed on February 18, 2021)
2(d)	Description of Securities (incorporated by reference to exhibit 2(d) of Form 20-F filed on May 31, 2022)
4.1	Escrow Agreement dated November 9, 2021(incorporated by reference to exhibit 4.1 of Form 20-F filed on May 31, 2022)
4.2	Mining Royalty Agreement with Caitlin Jeffs dated for reference July 29, 2020 (incorporated by reference to exhibit 10.1 of Form 8-K filed on August 5, 2020)
4.3	Mining Royalty Agreement with Richard Jeffs dated for reference July 29, 2020 (incorporated by reference to exhibit 10.2 of Form 8-K filed on August 5, 2020)
4.4	Mining Royalty Agreement with Joao Da Costa dated for reference July 29, 2020 (incorporated by reference to exhibit 10.3 of Form 8-K filed on August 5, 2020)
4.5	Stock Option Plan (incorporated by reference to exhibit 10.1 of Form 8-K filed on July 15, 2021)
4.6	Loan Agreements and Notes Payable among Red Metal Resources Ltd. and Caitlin Jeffs (incorporated by reference to exhibit 4.6 of Form 20-F filed on May 31, 2022)
4.7	Loan Agreement and Note Payable among Red Metal Resources Ltd. and Caitlin Jeffs dated for reference January 18, 2023 (incorporated by reference to exhibit 4.7 of Form 20-F filed on May 31, 2023)
4.8	Loan Agreement and Note Payable among Red Metal Resources Ltd. and Caitlin Jeffs dated for reference March 30, 2023 (incorporated by reference to exhibit 4.8 of Form 20-F filed on May 31, 2023)
4.9	Loan Agreement and Note Payable among Red Metal Resources Ltd. and Caitlin Jeffs dated for reference April 6, 2023 (incorporated by reference to exhibit 4.9 of Form 20-F filed on May 31, 2023)
4.10	Loan Agreement and Note Payable among Red Metal Resources Ltd. and Fairtide Ventures dated for reference May 15, 2023 (incorporated by reference to exhibit 4.10 of Form 20-F filed on May 31, 2023)
4.11	Loan Agreement and Note Payable among Red Metal Resources Ltd. and Fairtide Ventures dated for reference June 14, 2023
4.12	Loan Agreement and Note Payable among Red Metal Resources Ltd. and Caitlin Jeffs dated for reference June 29, 2023
4.13	Loan Agreement and Note Payable among Red Metal Resources Ltd. and Fairtide Ventures dated for reference July 14, 2023
4.14	Loan Agreement and Note Payable among Red Metal Resources Ltd. and Fairtide Ventures dated for reference September 18, 2023
4.15	Loan Agreement and Note Payable among Red Metal Resources Ltd. and Fairtide Ventures dated for reference October 6, 2023
4.16	Loan Agreement and Note Payable among Red Metal Resources Ltd. and Fairtide Ventures dated for reference October 26, 2023
4.17	Amended Loan Agreement and Note Payable among Red Metal Resources Ltd., Caitlin Jeffs and Fairtide Ventures dated for reference November 1, 2023
4.18	Loan Agreement and Note Payable among Red Metal Resources Ltd. and Fairtide Ventures dated for reference November 14, 2023
4.19	Loan Agreement and Note Payable among Red Metal Resources Ltd. and Fairtide Ventures dated for reference December 20, 2023

Exhibit<br><br><br>Number	Exhibit
4.20	Loan Agreement and Note Payable among Red Metal Resources Ltd. and Caitlin Jeffs dated for reference January 25, 2023
4.21	Loan Agreement and Note Payable among Red Metal Resources Ltd. and Caitlin Jeffs dated for reference January 31, 2024.
4.22	Loan Agreement and Note Payable among Red Metal Resources Ltd. and Richard Jeffs dated for reference January 31, 2024.
4.23	Loan Agreement and Note Payable among Red Metal Resources Ltd. and Joao (John) Da Costa dated for reference January 31, 2024.
4.24	Loan Agreement and Note Payable among Red Metal Resources Ltd. and Fairtide Ventures dated for reference January 31, 2024.
4.25	Loan Agreement and Note Payable among Red Metal Resources Ltd. and Fairtide Ventures dated for reference March 1, 2024.
4.26	Loan Agreement and Note Payable among Red Metal Resources Ltd. and Fairtide Ventures dated for reference April 4, 2024.
4.27	Loan Agreement and Note Payable among Red Metal Resources Ltd. and Caitlin Jeffs dated for reference April 8, 2024.
4.28	Loan Agreement and Note Payable among Red Metal Resources Ltd. and Fairtide Ventures dated for reference April 19, 2024.
4.29	Debt Restructuring Agreement among Red Metal Resources Ltd., Joao Da Costa, Richard Jeffs, Caitlin Jeffs, and Fairtide Ventures dated for reference May 9, 2024.
4.30	Loan Agreement and Note Payable among Red Metal Resources Ltd. and Fairtide Ventures dated for reference May 13, 2024.
4.31	Loan Agreement and Note Payable among Red Metal Resources Ltd. and Fairtide Ventures dated for reference May 13, 2024.
4.32	Loan Agreement and Note Payable among Red Metal Resources Ltd. and Fairtide Ventures dated for reference June 18, 2024.
4.33	Form of a subscription agreement to acquire common shares of the Company at CAD$0.05 as part of non-brokered Private Placement.
4.34	Debt Conversion agreement between the Company and Da Costa Management Corp. to convert CAD$50,000 into 1,000,000 Common Shares dated June 19, 2024.
4.35	Debt Conversion agreement between the Company and Fladgate Exploration Consulting Corporation. to convert CAD$129,093 into 2,581,865 Common Shares, and to forgive $77,363 in accrued interest, dated June 19, 2024.
4.36	Debt Conversion agreements between the Company and Brian Gusko to convert CAD$150,000 into 3,000,000 Common Shares dated June 19, 2024.
4.37	Debt Conversion agreements between the Company and Gregory Jensen to convert CAD$150,000 into 3,000,000 Common Shares dated June 19, 2024.
4.38	Debt Conversion agreements between the Company and Marian Myers to convert CAD$150,000 into 3,000,000 Common Shares dated June 19, 2024
4.39	Debt Conversion agreement between the Company and a vendor. to convert CAD$7,500 into 150,000 Common Shares dated July 18, 2024.
4.40	Loan Agreement and Note Payable among Red Metal Resources Ltd. and Fairtide Ventures dated for reference July 5, 2024.
4.41	Advertising and investor awareness campaign agreement dated September 4, 2024, between the Company and Investing News Network.
4.42	Loan Agreement and Note Payable among Red Metal Resources Ltd. and Fairtide Ventures dated for reference September 4, 2024.
4.43	Loan Agreement and Note Payable among Red Metal Resources Ltd. and Fairtide Ventures dated for reference September 25, 2024.

Exhibit<br><br><br>Number	Exhibit
4.44	Loan Agreement and Note Payable among Red Metal Resources Ltd. and Caitlin Jeffs dated for reference October 15, 2024.
4.45	Loan Agreement and Note Payable among Red Metal Resources Ltd. and Fairtide Ventures dated for reference October 15, 2024.
4.46	Loan Agreement and Note Payable among Red Metal Resources Ltd. and Fairtide Ventures dated for reference October 17, 2024.
4.47	Definitive asset purchase agreement dated October 30, 2024, between the Company, Fortress Financial Cop., and 1388880 BC Ltd.
4.48	Definitive asset purchase agreement dated November 1, 2024, between the Company, and Stirling Hydrogen Inc.
4.49	Media Services Agreement dated November 19, 2024, between the Company and Free Market Media Ltd.
4.50	Line of credit agreement between the Company and Caitlin Jeffs dated November 20, 2024.
4.51	Form of a subscription agreement to acquire Units of the Company at CAD$0.08 as part of a non-brokered Private Placement.
4.52	Form of a subscription agreement to acquire Flow-Through Units of the Company at CAD$0.10.
4.53	Mineral claim purchase agreement dated December 2, 2024, between the Company and Chrono Exploration Inc.
4.54	Trust agreement dated December 3, 2024, between the Company and Chrono Exploration Inc
4.55	Loan Agreement and Note Payable among Red Metal Resources Ltd. and Fairtide Ventures dated for reference January 8, 2025.
8.1	List of significant subsidiaries of the Company (incorporated by reference to exhibit 21.1 of Form 10-K filed on May 3, 2021)
11.1	Code of Business Ethics (incorporated by reference to exhibit 1.1 of Form 20-F filed on May 31, 2022)
11.2	Audit Committee Charter (incorporated by reference to exhibit 1.1 of Form 20-F filed on May 31, 2022)
12.1	Certification of Chief Executive Officer pursuant to Rule 13a - 14(a) and 15d - 14(a)
12.2	Certification of Chief Financial Officer pursuant to Rule 13a - 14(a) and 15d - 14(a)
13.1	Certification pursuant to Section 1350 of Title 18 of the United States Code (Principal Executive Officer)
13.2	Certification pursuant to Section 1350 of Title 18 of the United States Code (Principal Financial and Accounting Officer)
15.1	Consent of Scott Jobin-Bevans
15.2	Management’s Discussion and Analysis for the year ended January 31, 2023 (incorporated by reference to exhibit 15.3 of Form 20-F filed on May 31, 2023)
15.3	Management’s Discussion and Analysis for the year ended January 31, 2024 (incorporated by reference to exhibit 15.4 of Form 20-F filed on May 30, 2024)
15.4	Management’s Discussion and Analysis for the year ended January 31, 2025

SIGNATURE

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this Annual Report on its behalf.

RED METAL RESOURCES LTD.
/s/ Caitlin Jeffs
Caitlin Jeffs
Chief Executive Officer
Date: June 2, 2025

Loan Agreement and Note Payable with Fairtide Ventures dated May 13, 2024

LOAN AGREEMENT

May 13, 2024

Fairtide Ventures (the “Lender”) of 278 Bay St Suite 102, Thunder Bay, Ontario P7B 1R8, advanced total of US$5,040(the “Principal Sum”) to Red Metal Resources Ltd. (the “Borrower”) of 1130 Pender Street, West, Unit 820, Vancouver, BC V6E 4A4. At the request of the Borrower, the funds were wired to the Borrower’s wholly-owned subsidiary, Minera Polymet SpA, with an address at 3260 Baldomero Lillo, Vallenar, Chile.

The Borrower agrees to repay the Principal Sum on demand, together with interest calculated and compounded monthly at the rate of 8% per year (the “Interest”) from the date of this loan agreement. The Borrower is liable for repayment of the Principal Sum and accrued Interest and any costs that the Lender incurs in trying to collect the Principal Sum and the Interest.

The Borrower will evidence the debt and its repayment of the Principal Sum and the Interest with a promissory note in the attached form.

LENDERBORROWER

Fairtide Ventures****Red Metal Resources Ltd.

Per:Per:

/s/Caitlin L. Jeffs /s/Gregg Jensen____________

Caitlin L. JeffsGregg Jensen, CEO

PROMISSORY NOTE

Principal Amount: US$5,040	May 13, 2024

FOR VALUE RECEIVED Red Metal Resources Ltd., (the “Borrower”) promises to pay on demand to the order of Fairtide Ventures **** (the “Lender”) the sum of $5,040 lawful money of the United States of America (the “Principal Sum”) together with interest on the Principal Sum accrued from the date of the Loan Agreement, as explicitly specified in that Loan Agreement dated for reference May 13, 2024 (“Effective Date”) both before and after maturity, default and judgment at the Interest Rate as defined below.

For the purposes of this promissory note, Interest Rate means 8 per cent per year. Interest at the Interest Rate must be calculated and compounded monthly not in advance from and including the Payment Date (for an effective rate of 8.3% per annum calculated monthly), and is payable together with the Principal Sum when the Principal Sum is repaid.

The Borrower retains the right but not an obligation, to repay the Principal Sum and the Interest in whole or in part at any time.

The Borrower waives presentment, protest, notice of protest and notice of dishonour of this promissory note.

BORROWER

Red Metal Resources Ltd.

Per:

/s/ Gregg Jensen

Gregg Jensen, CEO

Loan Agreement and Note Payable with Fairtide Ventures dated June 18, 2024

LOAN AGREEMENT

June 18, 2024

The Borrower will evidence the debt and its repayment of the Principal Sum and the Interest with a promissory note in the attached form.

LENDERBORROWER

Fairtide Ventures****Red Metal Resources Ltd.

Per:Per:

/s/ Caitlin L. Jeffs*/s/* Joao Da Costa

Caitlin L. JeffsJoao (John) Da Costa, CFO

PROMISSORY NOTE

Principal Amount: US$5,040	June 18, 2024

FOR VALUE RECEIVED Red Metal Resources Ltd., (the “Borrower”) promises to pay on demand to the order of Fairtide Ventures **** (the “Lender”) the sum of $5,040 lawful money of the United States of America (the “Principal Sum”) together with interest on the Principal Sum accrued from the date of the Loan Agreement, as explicitly specified in that Loan Agreement dated for reference June 18, 2024 (“Effective Date”) both before and after maturity, default and judgment at the Interest Rate as defined below.

The Borrower retains the right but not an obligation, to repay the Principal Sum and the Interest in whole or in part at any time.

The Borrower waives presentment, protest, notice of protest and notice of dishonour of this promissory note.

BORROWER

Red Metal Resources Ltd.

Per:

/s/ Joao Da Costa

Joao (John) Da Costa, CFO

Form of a subscription agreement to acquire common shares at CAD$0.05

RED METAL RESOURCES LTD.

(the “Issuer”)

PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT

(POST -CONSOLIDATION COMMON SHARES – CANADIAN SECURITIES EXCHANGE LISTED ISSUER)

INSTRUCTIONS TO SUBSCRIBER

1.You must complete all the information in the boxes on page 2 and sign where indicated with an “X”.

2.You must complete and sign Exhibit A “Canadian Investor Questionnaire”. The purpose of this form is to determine whether you meet the standards for participation in a private placement under applicable Canadian securities laws.

3.If you are a “U.S. Purchaser”, as defined in Exhibit B, you must complete and sign BOTH (1) Exhibit A “Canadian Investor Questionnaire” AND (2) Exhibit B “United States Accredited Investor Questionnaire”.

4.If you are paying for your subscription with funds drawn from a Canadian bank, you must pay by certified cheque or bank draft drawn on a Canadian chartered bank or by wire transfer to the Issuer pursuant to wiring instructions to be provided by the Issuer upon request.

5.If you are paying for your subscription with funds drawn on any source other than a Canadian chartered bank, you may only pay by wire transfer to the Issuer pursuant to wiring instructions to be provided by the Issuer upon request.

The Issuer has announced a proposed consolidation of the Common Shares on the basis of 3 pre- consolidation shares for one post-consolidation share (the “Consolidation”) as further described in its news release dated May 11, 2024. The Issuer has set May 24, 2024 as the proposed record date for the Consolidation.

The Common Shares to be issued in connection with this private placement will be issued on a post- Consolidation basis.

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RED METAL RESOURCES LTD.

PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT

The undersigned (the “Subscriber”) hereby irrevocably subscribes for and agrees to purchase from Red Metal Resources Ltd. (the “Issuer”) that number of common shares in the capital of the Issuer (each, a “Share”) set out below at a price of $0.05 per Share on a post-Consolidation basis. The Subscriber agrees to be bound by the terms and conditions set forth in the attached “Terms and Conditions of Subscription for Shares”.

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ACCEPTANCE

The Issuer hereby accepts the Subscription (as defined herein) on the terms and conditions contained in this private placement subscription agreement (this “Agreement”) as of _________, 2024 (the “Closing Date”).

RED METAL RESOURCES LTD.

Per: _________________________

Authorized Signatory

Address:102 – 278 Bay Street Thunder Bay, ON P7B 1R8

Email:gregg.jensen@redmetalresources.com

Attention:Chief Executive Officer

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TERMS AND CONDITIONS OF SUBSCRIPTION FOR SHARES

1.Subscription

1.1On the basis of the representations and warranties, and subject to the terms and conditions, set forth in this Agreement, the Subscriber hereby irrevocably subscribes for and agrees to purchase such number of post-Consolidation Shares as is set forth on page 2 of this Agreement at a price of $0.05 per Share for the Subscription Amount shown on page 2 of this Agreement, which is tendered herewith (such subscription and agreement to purchase being the “Subscription”), and the Issuer agrees to sell the Shares to the Subscriber, effective upon the Issuer’s acceptance of this Agreement.

1.2The Subscriber acknowledges that the Shares have been offered to the Subscriber as part of an offering by the Issuer of additional Shares to other subscribers (the “Offering”).

1.3All dollar amounts referred to in this Agreement are in lawful money of Canada, unless otherwise indicated.

2.Payment

2.1The Subscription Amount must accompany this Subscription and will be paid: (i) if the Subscriber is drawing funds from a Canadian bank to pay for this Subscription, by a certified cheque or bank draft drawn on a Canadian chartered bank or by wire transfer to the Issuer pursuant to wiring instructions to be provided by the Issuer upon request; or (ii) if the Subscriber is drawing funds from any source other than a Canadian chartered bank to pay for this Subscription, then only by wire transfer to the Issuer pursuant to wiring instructions to be provided by the Issuer upon request. The Subscriber authorizes the Issuer to treat the Subscription Amount as an interest free loan until the closing of the Offering (the “Closing”).

2.2The Subscriber acknowledges and agrees that this Agreement, the Subscription Amount and any other documents delivered in connection herewith will be held by or on behalf of the Issuer. In the event that this Agreement is not accepted by the Issuer for whatever reason, which the Issuer expressly reserves the right to do, the Issuer will return the Subscription Amount (without interest thereon) to the Subscriber at the address of the Subscriber as set forth on page 2 of this Agreement, or as otherwise directed by the Subscriber.

3.Documents Required from Subscriber

3.1The Subscriber must complete, sign and return to the Issuer the following documents:

(a)this Agreement;

(b)the Canadian Investor Questionnaire (the “Canadian Questionnaire”) attached as Exhibit A;

(c)if the Subscriber is a U.S. Purchaser (as defined in Exhibit B), the United States Accredited Investor Questionnaire (the “U.S. Questionnaire” and, together with the Canadian Questionnaire, the “Questionnaires”) attached as Exhibit B; and

(d)such other supporting documentation that the Issuer or Clark Wilson LLP, the Issuer’s legal counsel (the “Issuer’s Counsel”) may request to establish the Subscriber’s qualification as a qualified investor, and the Subscriber acknowledges and agrees that the Issuer will not consider the Subscription for acceptance unless the Subscriber has provided all of such documents to the Issuer.

3.2As soon as practicable upon any request by the Issuer, the Subscriber will complete, sign and return to the Issuer any additional documents, questionnaires, notices and undertakings as may be required by any regulatory authorities or applicable laws.

3.3The Issuer and the Subscriber acknowledge and agree that the Issuer’s Counsel has acted as counsel only to the Issuer and is not protecting the rights and interests of the Subscriber. The Subscriber acknowledges and agrees that the Issuer and the Issuer’s Counsel have given the Subscriber the opportunity to seek, and are hereby recommending

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that the Subscriber obtain, independent legal advice with respect to the subject matter of this Agreement and, further, the Subscriber hereby represents and warrants to the Issuer and the Issuer’s Counsel that the Subscriber has sought independent legal advice or waives such advice.

4.Conditions and Closing

4.1The Closing Date will occur on such date as may be determined by the Issuer in its sole discretion. The Issuer may, at its discretion, elect to close the Offering in one or more closings.

4.2The Closing is conditional upon and subject to:

(a)the Issuer having obtained all necessary approvals and consents, including regulatory approvals for the Offering;

(b)the issue and sale of the Shares being exempt from the requirement to file a prospectus and the requirement to deliver an offering memorandum under applicable securities laws relating to the sale of the Shares, or the Issuer having received such orders, consents or approvals as may be required to permit such sale without the requirement to file a prospectus or deliver an offering memorandum; and

(c)the Issuer having obtained approval of the Canadian Securities Exchange for the Offering, if necessary.

4.3The Subscriber acknowledges that the certificates representing the Shares will be available for delivery within two business days of the Closing Date, provided that the Subscriber has satisfied the requirements of Section 3 hereof and the Issuer has accepted this Agreement.

5.Acknowledgements and Agreements of the Subscriber

5.1The Subscriber acknowledges and agrees that:

(a)none of the Shares have been or will be registered under the United States Securities Act of 1933, as amended, (the “1933 Act”), or under any securities or “blue sky” laws of any state of the United States, and, unless so registered, may not be offered or sold in the United States or, directly or indirectly, to any U.S. Person (as defined in Section 6.2), except in accordance with the provisions of Regulation S under the 1933 Act (“Regulation S”), pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act, and in each case only in accordance with applicable state, provincial and foreign securities laws;

(b)the Issuer has not undertaken, and will have no obligation, to register any of the Shares under the 1933 Act or any other applicable securities laws;

(c)the Issuer will refuse to register the transfer of any of the Shares to a U.S. Person not made pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from the registration requirements of the 1933 Act and in each case in accordance with applicable laws;

(d)the decision to execute this Agreement and to acquire the Shares has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Issuer and such decision is based entirely upon a review of any public information which has been filed by the Issuer with any Canadian provincial securities commissions (collectively, the “Public Record”);

(e)the Issuer and others will rely upon the truth and accuracy of the acknowledgements, representations, warranties, covenants and agreements of the Subscriber contained in this Agreement and the Questionnaires, as applicable, and agrees that if any of such acknowledgements, representations and agreements are no longer accurate or have been breached, the Subscriber will promptly notify the Issuer;

(f)there are risks associated with the purchase of the Shares, as more fully described in the Issuer’s periodic disclosure forming part of the Public Record;

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(g)the Subscriber and the Subscriber’s advisor(s) have had a reasonable opportunity to ask questions of, and receive answers from, the Issuer in connection with the distribution of the Shares hereunder, and to obtain additional information, to the extent possessed or obtainable without unreasonable effort or expense, necessary to verify the accuracy of the information about the Issuer;

(h)a portion of this Offering may be sold pursuant to an agreement between the Issuer and one or more agents registered in accordance with applicable securities laws, in which case the Issuer will pay a fee and/or compensation securities on terms as set out in such agreement;

(i)finder’s fees or broker’s commissions may be payable by the Issuer to finders who introduce subscribers to the Issuer;

(j)the books and records of the Issuer were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by the Subscriber during reasonable business hours at its principal place of business, and all documents, records and books in connection with the distribution of the Shares hereunder have been made available for inspection by the Subscriber, its legal counsel and/or its advisor(s);

(k)all of the information which the Subscriber has provided to the Issuer is correct and complete and if there should be any change in such information prior to the Closing, the Subscriber will immediately notify the Issuer, in writing, of the details of any such change;

(l)the Issuer is entitled to rely on the representations and warranties of the Subscriber contained in this Agreement and the Questionnaires, as applicable, and the Subscriber will hold harmless the Issuer from any loss or damage it or they may suffer as a result of the Subscriber’s failure to correctly complete this Agreement or the Questionnaires, as applicable;

(m)any resale of the Shares by the Subscriber will be subject to resale restrictions contained in the securities laws applicable to the Issuer, the Subscriber and any proposed transferee and it is the responsibility of the Subscriber to find out what those restrictions are and to comply with such restrictions before selling any of the Shares;

(n)the Subscriber has been advised to consult the Subscriber’s own legal, tax and other advisors with respect to the merits and risks of an investment in the Shares and with respect to applicable resale restrictions, and it is solely responsible (and the Issuer is not in any way responsible) for compliance with:

(i)any applicable laws of the jurisdiction in which the Subscriber is resident in connection with the distribution of the Shares hereunder, and

(ii)applicable resale restrictions;

(o)there may be material tax consequences to the Subscriber of an acquisition or disposition of the Shares and the Issuer gives no opinion and makes no representation to the Subscriber with respect to the tax consequences to the Subscriber under federal, state, provincial, local or foreign tax laws that may apply to the Subscriber’s acquisition or disposition of the Shares;

(p)the Subscriber consents to the placement of a legend or legends on any certificate or other document evidencing any of the Shares setting forth or referring to the restrictions on transferability and sale thereof contained in this Agreement, with such legend(s) to be substantially as follows:

UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THESE SECURITIES SHALL NOT TRADE THE SECURITIES BEFORE [four months and one day from the Closing Date.]

(q)the Issuer has advised the Subscriber that the Issuer is relying on an exemption from the requirements to provide the Subscriber with a prospectus and to sell the Shares through a person registered to sell securities under provincial securities laws and other applicable securities laws, and, as a consequence of acquiring the Shares pursuant

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to such exemption, certain protections, rights and remedies provided by applicable securities laws (including the various provincial securities acts), including statutory rights of rescission or damages, will not be available to the Subscriber;

(r)no securities commission or similar regulatory authority has reviewed or passed on the merits of any of the Shares;

(s)there is no government or other insurance covering any of the Shares; and

(t)this Agreement is not enforceable by the Subscriber unless it has been accepted by the Issuer and the Issuer reserves the right to reject this Subscription for any reason.

6.Representations and Warranties of the Subscriber

6.1The Subscriber hereby represents and warrants to the Issuer (which representations and warranties will survive the Closing) that:

(a)unless the Subscriber has completed Exhibit B, the Subscriber is not a U.S. Person;

(b)the Subscriber is resident in the jurisdiction set out on page 2 of this Agreement;

(c)if the Subscriber is resident outside of Canada:

(i)the Subscriber is knowledgeable of, or has been independently advised as to, the applicable securities laws having application in the jurisdiction in which the Subscriber is resident (the “International Jurisdiction”) which would apply to the offer and sale of the Shares,

(ii)the Subscriber is purchasing the Shares pursuant to exemptions from prospectus or equivalent requirements under applicable laws or, if such is not applicable, the Subscriber is permitted to purchase the Shares under applicable securities laws of the International Jurisdiction without the need to rely on any exemptions,

(iii)the applicable securities laws of the International Jurisdiction do not require the Issuer to make any filings or seek any approvals of any kind from any securities regulator of any kind in the International Jurisdiction in connection with the offer, issue, sale or resale of any of the Shares,

(iv)the purchase of the Shares by the Subscriber does not trigger:

A.any obligation to prepare and file a prospectus or similar document, or any other report with respect to such purchase in the International Jurisdiction, or

B.any continuous disclosure reporting obligation of the Issuer in the International Jurisdiction, and

(v)the Subscriber will, if requested by the Issuer, deliver to the Issuer a certificate or opinion of local counsel from the International Jurisdiction which will confirm the matters referred to in subparagraphs (ii), (iii) and (iv) above to the satisfaction of the Issuer, acting reasonably;

(d)the Subscriber has the legal capacity and competence to enter into and execute this Agreement and to take all actions required pursuant hereto and, if the Subscriber is a corporate entity, it is duly incorporated and validly subsisting under the laws of its jurisdiction of incorporation and all necessary approvals by its directors, shareholders and others have been obtained to authorize execution and performance of this Agreement on behalf of the Subscriber;

(e)the entering into of this Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to, or, if applicable, the constating documents of, the Subscriber or of any agreement, written or oral, to which the Subscriber may be a party or by which the Subscriber is or may be bound;

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(f)the Subscriber has duly executed and delivered this Agreement and it constitutes a valid and binding agreement of the Subscriber enforceable against the Subscriber;

(g)the Subscriber has received and carefully read this Agreement;

(h)the Subscriber is aware that an investment in the Issuer is speculative and involves certain risks, including those risks disclosed in the Public Record and the possible loss of the entire Subscription Amount;

(i)the Subscriber has made an independent examination and investigation of an investment in the Shares and the Issuer and agrees that the Issuer will not be responsible in any way for the Subscriber’s decision to invest in the Shares and the Issuer;

(j)the Subscriber is not an underwriter of, or dealer in, any of the Shares, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of the Shares;

(k)the Subscriber is not aware of any advertisement of any of the Shares and is not acquiring the Shares as a result of any form of general solicitation or general advertising, including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media, or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising; and

(l)no person has made to the Subscriber any written or oral representations:

(i)that any person will resell or repurchase any of the Shares,

(ii)that any person will refund the purchase price of any of the Shares, or

(iii)as to the future price or value of any of the Shares.

6.2In this Agreement, the term “U.S. Person” will have the meaning ascribed thereto in Regulation S, and for the purpose of this Agreement includes, but is not limited to: (a) any person in the United States;

(b) any natural person resident in the United States; (c) any partnership or corporation organized or incorporated under the laws of the United States; (d) any partnership or corporation organized outside the United States by a U.S. Person principally for the purpose of investing in securities not registered under the 1933 Act, unless it is organized or incorporated, and owned, by accredited investors who are not natural persons, estates or trusts; or (e) any estate or trust of which any executor or administrator or trustee is a

U.S. Person.

7.Representations and Warranties will be Relied Upon by the Issuer

7.1The Subscriber acknowledges and agrees that the representations and warranties contained in this Agreement are made by it with the intention that such representations and warranties may be relied upon by the Issuer and the Issuer’s Counsel in determining the Subscriber’s eligibility to purchase the Shares under applicable laws, or, if applicable, the eligibility of others on whose behalf the Subscriber is contracting hereunder to purchase the Shares under applicable laws. The Subscriber further agrees that, by accepting delivery of the certificates representing the Shares, it will be representing and warranting that the representations and warranties contained herein are true and correct as at the Closing Date with the same force and effect as if they had been made by the Subscriber on the Closing Date and that they will survive the purchase by the Subscriber of the Shares and will continue in full force and effect notwithstanding any subsequent disposition by the Subscriber of such Shares.

8.Acknowledgement and Waiver

8.1The Subscriber has acknowledged that the decision to acquire the Shares was solely made on the basis of the Public Record. The Subscriber hereby waives, to the fullest extent permitted by law, any rights of withdrawal, rescission or compensation for damages to which the Subscriber might be entitled in connection with the distribution of any of the Shares.

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9.Collection of Personal Information

9.1The Subscriber acknowledges and consents to the fact that the Issuer is collecting the Subscriber’s personal information for the purpose of fulfilling this Agreement and completing the Offering. The Subscriber acknowledges that its personal information (and, if applicable, the personal information of those on whose behalf the Subscriber is contracting hereunder) may be included in record books in connection with the Offering and may be disclosed by the Issuer to: (a) stock exchanges or securities regulatory authorities, (b) the Issuer's registrar and transfer agent, (c) Canadian tax authorities, (d) authorities pursuant to the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) and (e) any of the other parties involved in the Offering, including the Issuer’s Counsel. By executing this Agreement, the Subscriber is deemed to be consenting to the foregoing collection, use and disclosure of the Subscriber's personal information (and, if applicable, the personal information of those on whose behalf the Subscriber is contracting hereunder) for the foregoing purposes and to the retention of such personal information for as long as permitted or required by applicable laws. Notwithstanding that the Subscriber may be purchasing the Shares as agent on behalf of an undisclosed principal, the Subscriber agrees to provide, on request, particulars as to the nature and identity of such undisclosed principal, and any interest that such undisclosed principal has in the Issuer, all as may be required by the Issuer in order to comply with the foregoing.

Furthermore, the Subscriber is hereby notified that:

(a)the Issuer may deliver to any securities commission having jurisdiction over the Issuer, the Subscriber or this Subscription, including any Canadian provincial securities commissions, the United States Securities and Exchange Commission and/or any state securities commissions (collectively, the “Commissions”), certain personal information pertaining to the Subscriber, including the Subscriber’s full name, residential address and telephone number, the number of Shares or other securities of the Issuer owned by the Subscriber, the number of Shares purchased by the Subscriber, the total Subscription Amount paid for the Shares, the prospectus exemption relied on by the Issuer and the date of distribution of the Shares;

(b)such information is being collected indirectly by the Commissions under the authority granted to them in applicable securities laws;

(c)such information is being collected for the purposes of the administration and enforcement of applicable securities laws; and

(d)the Subscriber may contact the public official in the local jurisdiction with respect to questions about the indirect collection of such information at the following address and telephone number:

Attention: FOIP Coordinator Alberta Securities Commission Suite 600<br><br><br>250 – 5th Street SW Calgary, AB T2P 0R4 Telephone: 403-297-6454	Attention: FOI Inquiries British Columbia Securities Commission<br><br><br>P.O. Box 10142, Pacific Centre<br><br><br>701 West Georgia Street Vancouver, BC V7Y 1L2 Telephone: 604-899-6854	Attention: Inquiries Officer<br><br><br>Ontario Securities Commission<br><br><br>20 Queen Street West, 22nd Floor<br><br><br>Toronto, ON M5H 3S8 Telephone: 416-593-8314

10.Costs

10.1The Subscriber acknowledges and agrees that all costs and expenses incurred by the Subscriber (including any fees and disbursements of any special counsel retained by the Subscriber) relating to the purchase of the Shares will be borne by the Subscriber.

11.Governing Law

11.1This Agreement is governed by the laws of the Province of British Columbia and the federal laws of Canada applicable therein. The Subscriber, in its personal or corporate capacity and, if applicable, on behalf of each beneficial or undisclosed purchaser for whom it is acting, irrevocably attorns to the exclusive jurisdiction of the courts of the Province of British Columbia.

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12.Survival

12.1This Agreement, including, without limitation, the representations, warranties and covenants contained herein, will survive and continue in full force and effect and be binding upon the Issuer and the Subscriber, notwithstanding the completion of the purchase of the Shares by the Subscriber.

13.Assignment

13.1This Agreement is not transferable or assignable.

14.Severability

14.1The invalidity or unenforceability of any particular provision of this Agreement will not affect or limit the validity or enforceability of the remaining provisions of this Agreement.

15.Entire Agreement

15.1Except as expressly provided in this Agreement and in the exhibits, agreements, instruments and other documents attached hereto or contemplated or provided for herein, this Agreement contains the entire agreement between the parties with respect to the sale of the Shares and there are no other terms, conditions, representations or warranties, whether expressed, implied, oral or written, by statute or common law, by the Issuer or by anyone else.

16.Notices

16.1All notices and other communications hereunder will be in writing and will be deemed to have been duly given if mailed or transmitted by any standard form of telecommunication, including email or other means of electronic communication capable of producing a printed copy. Notices to the Subscriber will be directed to the address of the Subscriber set forth on page 2 of this Agreement and notices to the Issuer will be directed to it at the address of the Issuer set forth on page 3 of this Agreement.

17.Counterparts and Electronic Means

17.1This Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, will constitute an original and all of which together will constitute one instrument. Delivery of an executed copy of this Agreement by email transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Agreement as of the Closing Date.

18.Exhibits

18.1The exhibits attached hereto form part of this Agreement.

19.Indemnity

19.1The Subscriber will indemnify and hold harmless the Issuer and, where applicable, its directors, officers, employees, agents, advisors and shareholders, from and against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all fees, costs and expenses whatsoever reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the Subscriber contained in this Agreement, the Questionnaires, as applicable, or in any document furnished by the Subscriber to the Issuer in connection herewith being untrue in any material respect, or any breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber to the Issuer in connection therewith.

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EXHIBIT A

CANADIAN INVESTOR QUESTIONNAIRE

TO: RED METAL RESOURCES LTD. (the “Issuer”)

RE: Purchase of post-Consolidated common shares (the “Shares”) of the Issuer

Capitalized terms used in this Canadian Questionnaire (this “Questionnaire”) and not specifically defined have the meaning ascribed to them in the Private Placement Subscription Agreement between the Subscriber and the Issuer to which this Exhibit A is attached.

In connection with the purchase by the Subscriber (being the undersigned, or if the undersigned is purchasing the Shares as agent on behalf of a disclosed beneficial Subscriber, such beneficial Subscriber, will be referred herein as the “Subscriber”) of the Shares, the Subscriber hereby represents, warrants and certifies to the Issuer that the Subscriber:

(i)is purchasing the Shares as principal (or deemed principal under the terms of National Instrument 45-106 – Prospectus Exemptions adopted by the Canadian Securities Administrators (“NI 45-106”));

(ii)(A)is resident in or is subject to the laws of one of the following (check one):

☐ Alberta	☐ New Brunswick	☐ Prince Edward Island
☐ British Columbia	☐ Nova Scotia	☐ Quebec
☐ Manitoba	☐ Ontario	☐ Saskatchewan
☐ Newfoundland and Labrador	☐ Yukon
☐ Northwest Territories	☐ Nunavut
☐ United States:		(List State of Residence)

(B)☐ is resident in a country other than Canada or the United States; and

(iii)has not been provided with any offering memorandum in connection with the purchase of the Shares.

In connection with the purchase of the Shares, the Subscriber hereby represents, warrants, covenants and certifies that the Subscriber meets one or more of the following criteria:

I.SUBSCRIBERS PURCHASING UNDER THE “ACCREDITED INVESTOR” EXEMPTION

(a)the Subscriber is not a trust company or trust company registered under the laws of Prince Edward Island that is not registered or authorized under the Trust and Loan Companies Act (Canada) or under comparable legislation in another jurisdiction of Canada,

(b) the Subscriber is an “accredited investor” within the meaning of NI 45-106, by virtue of satisfying the indicated criterion below (YOU MUST INITIAL OR PLACE A CHECK-MARK ON THE APPROPRIATE LINE(S)) (see certain guidance with respect to accredited investors that starts on page 20 below)

☐(a) except in Ontario, a person registered under the securities legislation of a jurisdiction of Canada as an adviser or dealer,

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☐(b) an individual registered under the securities legislation of a jurisdiction of Canada as a representative of a person referred to in paragraph (ix),

☐(c) an individual formerly registered under the securities legislation of a jurisdiction of Canada, other than an individual formerly registered solely as a representative of a limited market dealer under one or both of the Securities Act (Ontario) or the Securities Act (Newfoundland and Labrador),

☐(d) an individual who, either alone or with a spouse, beneficially owns financial assets having an aggregate realizable value that, before taxes but net of any related liabilities, exceeds $1,000,000 (YOU MUST ALSO COMPLETE AND SIGN APPENDIX “A” TO THIS QUESTIONNAIRE THAT STARTS ON PAGE 25),

☐(e)an individual who beneficially owns financial assets having an aggregate realizable value that, before taxes but net of any related liabilities, exceeds $5,000,000,

☐(f) an individual whose net income before taxes exceeded $200,000 in each of the 2 most recent calendar years or whose net income before taxes combined with that of a spouse exceeded $300,000 in each of the 2 most recent calendar years and who, in either case, reasonably expects to exceed that net income level in the current calendar year (YOU MUST ALSO COMPLETE AND SIGN APPENDIX “A” TO THIS QUESTIONNAIRE THAT STARTS ON PAGE 25),

☐ (g) an individual who, either alone or with a spouse, has net assets of at least $5,000,000 (YOU MUST ALSO COMPLETE AND SIGN APPENDIX “A” TO THIS QUESTIONNAIRE THAT STARTS ON PAGE 25),

☐ (h) a person, other than an individual or investment fund, that has net assets of at least $5,000,000 as shown on its most recently prepared financial statements and that has not been created or used solely to purchase or hold securities as an accredited investor as defined in this paragraph (h),

☐(i)an investment fund that distributes or has distributed its securities only to

(i)a person that is or was an accredited investor at the time of the distribution,

(ii)a person that acquires or acquired securities in the circumstances referred to in sections 2.10 [Minimum amount investment] of NI 45-106, or 2.19 [Additional investment in investment funds] of NI 45-106, or

(iii)a person described in paragraph (i) or (ii) that acquires or acquired securities under section 2.18 [Investment fund reinvestment] of NI 45-106,

☐(j) an investment fund that distributes or has distributed securities under a prospectus in a jurisdiction of Canada for which the regulator or, in Québec, the securities regulatory authority, has issued a receipt,

☐(k) a trust company or trust corporation registered or authorized to carry on business under the Trust and Loan Companies Act (Canada) or under comparable legislation in a jurisdiction of Canada or a foreign jurisdiction, acting on behalf of a fully managed account managed by the trust company or trust corporation, as the case may be,

☐(l) a person acting on behalf of a fully managed account managed by that person, if that person is registered or authorized to carry on business as an adviser or the equivalent under the securities legislation of a jurisdiction of Canada or a foreign jurisdiction,

☐(m) a registered charity under the Income Tax Act (Canada) that, in regard to the trade, has obtained advice from an eligibility adviser or an adviser registered under the securities legislation of the jurisdiction of the registered charity to give advice on the securities being traded,

☐(n)an entity organized in a foreign jurisdiction that is analogous to the entity referred to in paragraph (i) in form and function,

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☐(o) a person in respect of which all of the owners of interests, direct, indirect or beneficial, except the voting securities required by law to be owned by directors, are persons that are accredited investors,

☐(p) a trust established by an accredited investor for the benefit of the accredited investor’s family members of which a majority of the trustees are accredited investors and all of the beneficiaries are the accredited investor’s spouse, a former spouse of the accredited investor or a parent, grandparent, brother, sister, child or grandchild of that accredited investor, of that accredited investor’s spouse or of that accredited investor’s former spouse, and

(c)if the Subscriber is an “accredited investor” within the meaning of NI 45-106 by virtue of satisfying the indicated criterion as set out in paragraphs (d), (f) or (g) above, the Subscriber has provided the Issuer with the signed risk acknowledgment form set out in Appendix “A” to this certificate;

II.SUBSCRIBERS PURCHASING UNDER THE “FAMILY, FRIENDS AND BUSINESS ASSOCIATES” EXEMPTION

(a)the Subscriber is (YOU MUST PLACE A CHECK-MARK ON THE APPROPRIATE LINE AND PROVIDE THE REQUESTED INFORMATION, AS APPLICABLE):

☐(i)a director, executive officer or control person of the Issuer, or of an affiliate of the Issuer,

☐(ii)a spouse, parent, grandparent, brother, sister, child or grandchild of __________________ (print name of person), who is a director, executive officer or control person of the Issuer or of an affiliate of the Issuer,

☐(iii)a parent, grandparent, brother, sister, child or grandchild of the spouse of __________________ (print name of person), who is a director, executive officer or control person of the Issuer or of an affiliate of the Issuer,

☐(iv) ___________ a close personal friend (see guidance on making this determination that starts on page 22 below) of _______________ (print name of person), who is a director, executive officer, founder or control person of the Issuer, or of an affiliate of the Issuer, and has been for _______ years based on the following factors:

______________________________________________________

(explain the nature of the close personal friendship),

☐(v) a close business associate (see guidance on making this determination that starts on page 22 below) of __________ (print name of person), who is a director, executive officer, founder or control person of the Issuer, or of an affiliate of the Issuer, and has been for _________ years based on the following factors

______________________________________________________

(explain the nature of the close business association),

☐(vi) a founder of the Issuer or a spouse, parent, grandparent, brother, sister, child, grandchild, close personal friend or close business associate (see guidance on making these determinations that starts on page 22 below) of _________ (print name of person), who is a founder of the Issuer, and, if a close personal friend or close business associate of such person, has been for ____________ years based on the following factors:

______________________________________________________

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______________________________________________________

(explain the nature of the close personal friendship or business association),

☐(vii)a parent, grandparent, brother, sister, child or grandchild of the spouse of ____________ (print name of person), who is a founder of the Issuer,

☐(viii) a company of which a majority of the voting securities are beneficially owned by, or a majority of the directors are, persons or companies described in subsections II(a)(i) to II(a)(vii) above, or

☐(ix)a trust or estate of which all of the beneficiaries or a majority of the trustees or executors are persons or companies described in subsections II(a)(i) to II(a)(viii) above;

(b)if the Subscriber is resident in the Province of Ontario or is subject to the securities laws of the Province of Ontario, the Subscriber has provided the Issuer with a signed risk acknowledgement form (to be provided by the Issuer upon request), or

(c)if the Subscriber is resident in the Province of Saskatchewan or is subject to the securities laws of the Province of Saskatchewan, and the Subscriber is relying on the indicated criterion as set out in subsections II(a)(iv), II(a)(v) or II(a)(viii) or II(a)(ix) if the distribution is based in whole or in part on a close personal friendship or a close business association, the Subscriber has provided the Issuer with a signed risk acknowledgement form (to be provided by the Issuer upon request); or

III.SUBSCRIBERS PURCHASING UNDER THE MINIMUM AMOUNT INVESTMENT

(a)the Subscriber is not an individual as that term is defined in applicable Canadian securities laws,

(b)the Subscriber is purchasing the Shares as principal for its own account and not for the benefit of any other person,

(c)the Shares have an acquisition cost to the Subscriber of not less than $150,000, payable in cash at the Closing, and

(d)the Subscriber was not created and is not being used solely to purchase or hold securities in reliance on the prospectus exemption provided under Section 2.10 of NI 45-106, it pre-existed the Offering and has a bona fide purpose other than investment in the Shares.

For the purposes of the Canadian Investor Questionnaire and Appendix “A” attached to the Canadian Investor Questionnaire:

(a)an issuer is “affiliated” with another issuer if

(i)one of them is the subsidiary of the other, or

(ii)each of them is controlled by the same person;

(b)“control person” means

(i)a person who holds a sufficient number of the voting rights attached to all outstanding voting securities of an issuer to affect materially the control of the issuer, or

(ii)each person in a combination of persons, acting in concert by virtue of an agreement, arrangement, commitment or understanding, which holds in total a sufficient number of the voting rights attached to all outstanding voting securities of an issuer to affect materially the control of the issuer, and, if a person or combination of persons holds more than 20% of the voting rights attached to all outstanding voting securities of an issuer, the person or

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combination of persons is deemed, in the absence of evidence to the contrary, to hold a sufficient number of the voting rights to affect materially the control of the issuer;

(c)“director” means

(i)a member of the board of directors of a company or an individual who performs similar functions for a company, and

(ii)with respect to a person that is not a company, an individual who performs functions similar to those of a director of a company;

(d)“eligibility adviser” means

(i)a person that is registered as an investment dealer and authorized to give advice with respect to the type of security being distributed; and

(ii)in Saskatchewan or Manitoba, also means a lawyer who is a practicing member in good standing with a law society of a jurisdiction of Canada or a public accountant who is a member in good standing of an institute or association of chartered accountants, certified general accountants or certified management accountants in a jurisdiction of Canada provided that the lawyer or public accountant must not:

(A)have a professional, business or personal relationship with the issuer, or any of its directors, executive officers, founders or control persons, and

(B)have acted for or been retained personally or otherwise as an employee, executive officer, director, associate or partner of a person that has acted for or been retained by the issuer or any of its directors, executive officers, founders or control persons within the previous 12 months;

(e)“executive officer” means, for an issuer, an individual who is

(i)a chair, vice-chair or president,

(ii)a vice-president in charge of a principal business unit, division or function including sales, finance or production, or

(iii)performing a policy-making function in respect of the issuer;

(f)“financial assets” means

(i)cash,

(ii)securities, or

(iii)a contract of insurance, a deposit or an evidence of a deposit that is not a security for the purposes of securities legislation;

(g)“foreign jurisdiction” means a country other than Canada or a political subdivision of a country other than Canada;

(h)“founder” means, in respect of an issuer, a person who,

(ii)at the time of the distribution or trade is actively involved in the business of the issuer;

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(i)“fully managed account” means an account of a client for which a person makes the investment decisions if that person has full discretion to trade in securities for the account without requiring the client’s express consent to a transaction;

(j)“individual” means a natural person, but does not include

(i)a partnership, unincorporated association, unincorporated syndicate, unincorporated organization or trust, or

(ii)a natural person in the person's capacity as a trustee, executor, administrator or personal or other legal representative;

(k)“investment fund” means a mutual fund or a non-redeemable investment fund, and, for great certainty in British Columbia, includes an employee venture capital corporation and a venture capital corporation as such terms are defined in National Instrument 81-106 Investment Fund Continuous Disclosure;

(l)“jurisdiction” or “jurisdiction of Canada” means a province or territory of Canada except when used in the term foreign jurisdiction;

(m)“non-redeemable investment fund” means an issuer:

(i)whose primary purpose is to invest money provided by its securityholders;

(ii)that does not invest

(A)for the purpose of exercising or seeking to exercise control of an issuer, other than an issuer that is a mutual fund or a non-redeemable investment fund, or

(B)for the purpose of being actively involved in the management of any issuer in which it invests, other than an issuer that is a mutual fund or a non-redeemable investment fund, and

(iii)that is not a mutual fund;

(n)“person” includes

(i)an individual;

(ii)a corporation;

(iii)a partnership, trust, fund and an association, syndicate, organization or other organized group of persons, whether incorporated or not; and

(iv)an individual or other person in that person’s capacity as a trustee, executor, administrator or personal or other legal representative;

(o)“related liabilities” means

(i)liabilities incurred or assumed for the purpose of financing the acquisition or ownership of financial assets, or

(ii)liabilities that are secured by financial assets; and

(p)“spouse” means, an individual who,

(i)is married to another individual and is not living separate and apart within the meaning of the Divorce Act (Canada), from the other individual,

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(ii)is living with another individual in a marriage-like relationship, including a marriage-like relationship between individuals of the same gender, or

(iii)in Alberta, is an individual referred to in paragraph (i) or (ii), or is an adult interdependent partner within the meaning of the Adult Interdependent Relationships Act (Alberta).

Guidance On Accredited Investor Exemptions for Individuals

An individual accredited investor is an individual:

(a)who, either alone or with a spouse, beneficially owns financial assets (please see the guidance below regarding what financial assets are) having an aggregate realizable value that. before taxes but net of any related liabilities (please see the guidance below regarding what related liabilities are), exceeds $1,000,000;

(b)whose net income before taxes exceeded $200,000 in each of the 2 most recent calendar years or whose net income before taxes combined with that of a spouse exceeded $300,000 in each of the 2 most recent calendar years and who, in either case, reasonably expects to exceed that net income level in the current calendar year;

(c)who, either alone or with a spouse, has net assets (please see the guidance below regarding calculating net assets) of at least $5,000,000; and

(d)who beneficially owns financial assets (please see the guidance below regarding what financial assets are) having an aggregate realizable value that, before taxes but net of any related liabilities (please see the guidance below regarding what related liabilities are), exceeds

$5,000,000.

The monetary thresholds above are intended to create bright-line standards. Subscribers who do not satisfy these monetary thresholds do not qualify as accredited investors.

Spouses

Sections (a), (b) and (c) above are designed to treat spouses as a single investing unit, so that either spouse qualifies as an accredited investor if the combined financial assets of both spouses exceed $1,000,000, the combined net income of both spouses exceeds $300,000, or the combined net assets of both spouses exceed $5,000,000. Section (d) above does not treat spouses as a single investing unit.

If the combined net income of both spouses does not exceed $300,000, but the net income of one of the spouses exceeds $200,000, only the spouse whose net income exceeds $200,000 qualifies as an accredited investor.

Financial Assets and Related Liabilities

For the purposes of Sections (a) and (d) above, “financial assets” means: (1) cash, (2) securities, or (3) a contract of insurance, a deposit or an evidence of a deposit that is not a security for the purposes of securities legislation. These financial assets are generally liquid or relatively easy to liquidate. The value of a subscriber’s personal residence is not included in a calculation of financial assets.

The calculation of financial assets must exclude “related liabilities”, meaning: (1) liabilities incurred or assumed for the purpose of financing the acquisition or ownership of financial assets, or (2) liabilities that are secured by financial assets.

As a general matter, it should not be difficult to determine whether financial assets are beneficially owned by an individual, an individual’s spouse, or both, in any particular instance. However, in the case where financial assets are held in a trust or in another type of investment vehicle for the benefit of an individual, there may be questions as to whether the individual beneficially owns the financial assets. The following factors are indicative of beneficial ownership of financial assets:

•physical or constructive possession of evidence of ownership of the financial asset;

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•entitlement to receipt of any income generated by the financial asset;

•risk of loss of the value of the financial asset; and

•the ability to dispose of the financial asset or otherwise deal with it as the individual sees fit.

For example, securities held in a self-directed RRSP for the sole benefit of an individual are beneficially owned by that individual.

In general, financial assets in a spousal RRSP can be included for the purposes of the $1,000,000 financial asset test in Section (a) above because Section (a) takes into account financial assets owned beneficially by a spouse. However, financial assets in a spousal RRSP cannot be included for purposes of the $5,000,000 financial asset test in Section (d) above.

Financial assets held in a group RRSP under which the individual does not have the ability to acquire the financial assets and deal with them directly do not meet the beneficial ownership requirements in either Sections (a) or (d) above.

Net Assets

For the purposes of Section (c) above, “net assets” means all of a subscriber’s total assets minus all of the subscriber’s total liabilities. Accordingly, for the purposes of the net asset test, the calculation of total assets includes the value of a subscriber’s personal residence, and the calculation of total liabilities includes the amount of any liability (such as a mortgage) in respect of the subscriber’s personal residence.

To calculate a subscriber’s net assets under the net asset test, subtract the subscriber’s total liabilities from the subscriber’s total assets. The value attributed to assets should reasonably reflect their estimated fair value. Income tax is considered a liability if the obligation to pay it is outstanding at the time of the distribution of the security to the subscriber by the Issuer.

Guidance On Accredited Investor Exemptions for Corporations, Trusts and Other Entities

Accredited investors that are corporations, trusts or other entities include:

(a)a corporation, trust or other entity, other than an investment fund, that has net assets (please see the guidance below regarding calculating net assets) of at least $5,000,000 as shown on its most recently prepared financial statements in accordance with applicable generally accepted accounting principles and that has not been created or used solely to purchase or hold securities as an accredited investor;

(b)a corporation, trust or other entity in respect of which all of the owners of interests, direct, indirect or beneficial, except the voting securities required by law to be owned by directors, are persons that are accredited investors; and

(c)a trust established by an accredited investor for the benefit of the accredited investor’s family members of which a majority of the trustees are accredited investors and all of the beneficiaries are the accredited investor’s spouse, a former spouse of the accredited investor or a parent, grandparent, brother, sister, child or grandchild of that accredited investor, of that accredited investor’s spouse or of that accredited investor’s former spouse.

Net Assets

For the purposes of Section (a) above, “net assets” means all of the subscriber’s total assets minus all of the subscriber’s total liabilities. The minimum net asset threshold of $5,000,000 specified in Section (a) above must be shown on the entity’s most recently prepared financial statements. The financial statements must be prepared in accordance with applicable generally accepted accounting principles.

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Guidance on Close Personal Friend and Close Business Associate Determination

A “close personal friend” of a director, executive officer, founder or control person of an issuer is an individual who knows the director, executive officer, founder or control person well enough and has known them for a sufficient period of time to be in a position to assess their capabilities and trustworthiness and to obtain information from them with respect to the investment.

The following factors are relevant to this determination:

(a)the length of time the individual has known the director, executive officer, founder or control person,

(b)the nature of the relationship between the individual and the director, executive officer, founder or control person including such matters as the frequency of contacts between them and the level of trust and reliance in the other circumstances, and

(c)the number of “close personal friends” of the director, executive officer, founder or control person to whom securities have been distributed in reliance on the private issuer exemption or the family, friends and business associates exemption.

An individual is not a close personal friend solely because the individual is:

(a)a relative,

(b)a member of the same club, organization, association or religious group,

(c)a co-worker, colleague or associate at the same workplace,

(d)a client, customer, former client or former customer,

(e)a mere acquaintance, or

(f)connected through some form of social media, such as Facebook, Twitter or LinkedIn.

The relationship between the individual and the director, executive officer, founder or control person must be direct. For example, the exemption is not available to a close personal friend of a close personal friend of a director of the issuer. Further, a relationship that is primarily founded on participation in an internet forum is not considered to be that of a close personal friend.

A “close business associate” is an individual who has had sufficient prior business dealings with a director, executive officer, founder or control person of the issuer to be in a position to assess their capabilities and trustworthiness and to obtain information from them with respect to the investment.

The following factors are relevant to this determination:

(a)the length of time the individual has known the director, executive officer, founder or control person,

(b)the nature of any specific business relationships between the individual and the director, executive officer, founder or control person, including, for each relationship, when it began, the frequency of contact between them and when it terminated if it is not ongoing, and the level of trust and reliance in the other circumstances,

(c)the nature and number of any business dealings between the individual and the director, executive officer, founder or control person, the length of the period during which they occurred, and the nature and date of the most recent business dealing, and

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(d)the number of “close business associates” of the director, executive officer, founder or control person to whom securities have been distributed in reliance on the private issuer exemption or the family, friends and business associates exemption.

An individual is not a close business associate solely because the individual is:

(a)a member of the same club, organization, association or religious group,

(b)a co-worker, colleague or associate at the same workplace,

(c)a client, customer, former client or former customer,

(d)a mere acquaintance, or

(e)connected through some form of social media, such as Facebook, Twitter or LinkedIn.

The relationship between the individual and the director, executive officer, founder or control person must be direct. For example, the exemptions are not available for a close business associate of a close business associate of a director of the issuer. Further, a relationship that is primarily founded on participation in an internet forum is not considered to be that of a close business associate.

The Subscriber agrees that the above representations and warranties will be true and correct both as of the execution of this Questionnaire and as of the Closing and acknowledges that they will survive the completion of the issue of the Shares.

The Subscriber acknowledges that the foregoing representations and warranties are made by the Subscriber with the intent that they be relied upon in determining the suitability of the Subscriber to acquire the Shares and that this Questionnaire is incorporated into and forms part of the Agreement and the undersigned undertakes to immediately notify the Issuer of any change in any statement or other information relating to the Subscriber set forth herein which takes place prior to the closing time of the purchase and sale of the Shares.

The Subscriber undertakes to immediately notify the Issuer of any change in any statement or other information relating to the Subscriber set forth in the Agreement or in this Questionnaire which takes place prior to the Closing.

By completing this Questionnaire, the Subscriber authorizes the indirect collection of this information by each applicable regulatory authority or regulator and acknowledges that such information is made available to the public under applicable laws.

DATED as of _________ day of _________________, 2024.

X __________________________________

Signature of individual (if Subscriber is an individual)

X __________________________________

Authorized signatory (if Subscriber insot an individual)

__________________________________

Name of Subscriber (please print)

__________________________________

Name of authorized signatory (please print)

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APPENDIX “A”

TO CANADIAN INVESTOR QUESTIONNAIRE

Form 45-106F9

Form of Individual Accredited Investors

WARNING!

This investment is risky. Don’t invest unless you can afford to lose all the money you pay for this investment.

SECTION 1 TO BE COMPLETED BY THE ISSUER OR SELLING SECURITY HOLDER
1. About your investment
Type of securities: Common shares of the Issuer on a post-Consolidated basis at a price of 0.05 per common share.
Purchased from: The Issuer.
SECTIONS 2 TO 4 TO BE COMPLETED BY THE PURCHASER
2. Risk acknowledgement
This investment is risky. Initial that you understand that:	Your initials
Risk of loss – You could lose your entire investment of : Insert the total dollar amount of the investment.]
Liquidity risk – You may not be able to sell your investment quickly – or at all.
Lack of information – You may receive little or no information about your investment.
Lack of advice – You will not receive advice from the salesperson about whether this investment is suitable for you unless the salesperson is registered. The salesperson is the person who meets with, or provides information to, you about making this investment. To check whether the salesperson is registered, go to www.aretheyregistered.ca.
3. Accredited investor status
You must meet at least one of the following criteria to be able to make this investment. Initial the statement that applies to you. (You may initial more than one statement.) The person identified in section 6 is responsible for ensuring that you meet the definition of accredited investor. That person, or the salesperson identified in section 5, can help you if you have questions about whether you meet these criteria.	Your initials

All values are in US Dollars.

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•Your net income before taxes was more than 200,000 in each of the 2 most recent calendar years, and you expect it to be more than 200,000 in the current calendar year. (You can find your net income before taxes on your personal income tax return.)
•Your net income before taxes combined with your spouse’s was more than 300,000 in each of the 2 most recent calendar years, and you expect your combined net income before taxes to be more than 300,000 in the current calendar year.
•Either alone or with your spouse, you own more than 1 million in cash and securities, after subtracting any debt related to the cash and securities.
•Either alone or with your spouse, you have net assets worth more than 5 million. (Your net assets are your total assets (including real estate) minus your total debt.)
4. Your name and signature
By signing this form, you confirm that you have read this form and you understand the risks of making this investment as identified in this form.
First and last name (please print):
Signature:	Date:
SECTION 5 TO BE COMPLETED BY THE SALESPERSON
5. Salesperson information
[Instruction: The salesperson is the person who meets with, or provides information to, the purchaser with respect to making this investment. That could include a representative of the issuer or selling security holder, a registrant or a person who is exempt from the registration requirement.]
First and last name of salesperson (please print):
Telephone:
Name of firm (if registered):
SECTION 6 TO BE COMPLETED BY THE ISSUER OR SELLING SECURITY HOLDER
6. For more information about this investment
For investment in a non-investment fund Red Metal Resources Ltd.<br>102 – 278 Bay Street Thunder Bay, ON P7B 1R8 Telephone: 1-866-907-5403<br>Email: gregg.jensen@redmetalresources.com<br>For more information about prospectus exemptions, contact your local securities regulator. You can find contact information at www.securities-administrators.ca.

All values are in US Dollars.

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EXHIBIT B

UNITED STATES ACCREDITED INVESTOR QUESTIONNAIRE

Capitalized terms used in this U.S. Questionnaire (this “Questionnaire”) and not specifically defined have the meaning ascribed to them in the Private Placement Subscription Agreement between the Subscriber and the Issuer to which this Exhibit B is attached.

This Questionnaire applies only to persons that are U.S. Purchasers. A “U.S. Purchaser” is: (a) any U.S. Person, (b) any person purchasing the Shares on behalf of any U.S. Person, (c) any person that receives or received an offer of the Shares while in the United States, or (d) any person that is in the United States at the time the Subscriber’s buy order was made or this Agreement was executed or delivered.

The Subscriber understands and agrees that none of the Shares have been or will be registered under the 1933 Act, or applicable state, provincial or foreign securities laws, and the Shares are being offered and sold to the Subscriber in reliance upon the exemption provided in Section 4(a)(2) of the 1933 Act and Rule 506 of Regulation D under the 1933 Act for non-public offerings. The Shares are being offered and sold within the United States only to “accredited investors” as defined in Rule 501(a) of Regulation D. The Shares offered hereby are not transferable except in accordance with the restrictions described herein.

The Subscriber represents, warrants, covenants and certifies (which representations, warranties, covenants and certifications will survive the Closing) to the Issuer (and acknowledges that the Issuer is relying thereon) that:

1.it is not resident in Canada;

2.it has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Shares and it is able to bear the economic risk of loss of its entire investment;

3.the Issuer has provided to it the opportunity to ask questions and receive answers concerning the terms and conditions of the Offering and it has had access to such information concerning the Issuer as it has considered necessary or appropriate in connection with its investment decision to acquire the Shares;

4.it is acquiring the Shares for its own account, for investment purposes only and not with a view to any resale, distribution or other disposition of the Shares in violation of the United States securities laws;

5.it (i) has adequate net worth and means of providing for its current financial needs and possible personal contingencies, (ii) has no need for liquidity in this investment, and (iii) is able to bear the economic risks of an investment in the Shares for an indefinite period of time;

6.if the Subscriber is an individual (that is, a natural person and not a corporation, partnership, trust or other entity), then it satisfies one or more of the categories indicated below (please place an “X” on the appropriate lines):

_____a natural person whose individual net worth, or joint net worth with that person’s spouse, exceeds US$1,000,000. For purposes of this category, “net worth” means the excess of total assets at fair market value (including personal and real property, but excluding the estimated fair market value of a person’s primary home) over total liabilities. Total liabilities excludes any mortgage on

_____the primary home in an amount of up to the home’s estimated fair market value as long as the mortgage was incurred more than 60 days before the Shares are purchased, but includes (i) any mortgage amount in excess of the home’s fair market value and (ii) any mortgage amount that was borrowed during the 60 day period before the Closing Date for the purpose of investing in the Shares,

_____a natural person who had an individual income in excess of US$200,000 in each of the two most recent years, or joint income with their spouse in excess of US$300,000 in each of

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those years and has a reasonable expectation of reaching the same income level in the current year, or

_____a director or executive officer of the Issuer;

7.if the Subscriber is a corporation, partnership, trust or other entity), then it satisfies one or more of the categories indicated below (please place an “X” on the appropriate lines):

_____an organization described in Section 501(c)(3) of the United States Internal Revenue Code, a corporation, a Massachusetts or similar business trust or partnership, not formed for the specific purpose of acquiring the Shares, with total assets in excess of US$5,000,000,

_____a “bank” as defined under Section (3)(a)(2) of the 1933 Act or savings and loan association or other institution as defined in Section 3(a)(5)(A) of the 1933 Act acting in its individual or fiduciary capacity; a broker dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934 (United States); an insurance company as defined in Section 2(13) of the 1933 Act; an investment company registered under the Investment Company Act of 1940 (United States) or a business development company as defined in Section 2(a)(48) of such Act; a Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958 (United States); a plan with total assets in excess of US$5,000,000 established and maintained by a state, a political subdivision thereof, or an agency or instrumentality of a state or a political subdivision thereof, for the benefit of its employees; an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 (United States) whose investment decisions are made by a plan fiduciary, as defined in Section 3(21) of such Act, which is either a bank, savings and loan association, insurance company or registered investment adviser, or if the employee benefit plan has total assets in excess of US$5,000,000, or, if a self-directed plan, whose investment decisions are made solely by persons that are accredited investors,

_____a private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940 (United States),

_____a trust with total assets in excess of US$5,000,000, not formed for the specific purpose of acquiring the Shares, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) under the 1933 Act, or an entity in which all of the equity owners satisfy the requirements of one or more of the categories set forth in Section 6 of this Questionnaire;

8.it has not purchased the Shares as a result of any form of general solicitation or general advertising, including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio, internet, television or other form of telecommunications, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising;

9.if the Subscriber decides to offer, sell or otherwise transfer any of the Shares, it will not offer, sell or otherwise transfer any of such Shares, directly or indirectly, unless:

(a)the sale is to the Issuer,

(b)the sale is made outside the United States in a transaction meeting the requirements of Rule 904 of Regulation S under the 1933 Act and in compliance with applicable local laws and regulations in which such sale is made;

(c)the sale is made pursuant to the exemption from the registration requirements under the 1933 Act provided by Rule 144 thereunder and in accordance with any applicable state securities or “blue sky” laws, or

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(d)the Shares are sold in a transaction that does not require registration under the 1933 Act or any applicable state laws and regulations governing the offer and sale of securities, and

(e)it has, prior to such sale pursuant to subsection (c) or (d), furnished to the Issuer an opinion of counsel of recognized standing reasonably satisfactory to the Issuer, to such effect;

10.it understands and acknowledges that, upon the issuance thereof, and until such time as the same is no longer required under the applicable requirements of the 1933 Act or applicable U.S. state laws and regulations, the certificates representing the Shares, and all securities issued in exchange therefor or in substitution thereof, will bear a legend in substantially the following form:

“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”). THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF RED METAL RESOURCES LTD. (THE “ISSUER”) THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE ISSUER; (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT OR (C) IN ACCORDANCE WITH THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS; OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS, AND, IN THE CASE OF PARAGRAPH (C) OR (D), THE SELLER FURNISHES TO THE ISSUER AN OPINION OF COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO SUCH EFFECT. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE GOOD DELIVERY IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.”

Delivery of certificates bearing such a legend may not constitute “good delivery” in settlement of transactions on Canadian stock exchanges or over-the-counter markets. If the Issuer is a “foreign issuer” with no “substantial U.S. market interest” (all within the meaning of Regulation S under the 1933 Act) at the time of sale, a new certificate, which will constitute “good delivery”, will be made available to the purchaser upon provision to the Issuer by the Subscriber of a declaration together with such other evidence of the availability of an exemption as the Issuer or its transfer agent may reasonably require.

11.it understands and agrees that there may be material tax consequences to the Subscriber of an acquisition or disposition of the Shares. The Issuer gives no opinion and makes no representation with respect to the tax consequences to the Subscriber under United States, state, local or foreign tax law of the Subscriber’s acquisition or disposition of the Shares. In particular, no determination has been made whether the Issuer will be a “passive Foreign investment company” (“PFIC”) within the meaning of Section 1291 of the United States Internal Revenue Code;

12.it understands and agrees that the financial statements of the Issuer have been prepared in accordance with International Financial Reporting Standards, which differ from United States generally accepted accounting principles, and thus may not be comparable to financial statements of United States companies;

13.it consents to the Issuer making a notation on its records or giving instructions to any transfer agent of the Issuer in order to implement the restrictions on transfer set forth and described in this Questionnaire and the Agreement;

14.it is resident in the United States of America, its territories and possessions or any state of the United States or the District of Columbia (collectively the “United States”), is a “U.S. Person” as such term is defined in Regulation S or was in the United States at the time the Shares were offered or the Agreement was executed;

15.it understands that the Issuer has no obligation to register any of the Shares or to take action so as to permit sales pursuant to the 1933 Act (including Rule 144 thereunder); and

16.it understands and acknowledges that the Issuer is not obligated to remain a “foreign issuer”.

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The Subscriber undertakes to notify the Issuer immediately of any change in any representation, warranty or other information relating to the Subscriber set forth herein which takes place prior to the closing time of the purchase and sale of the Shares.

Dated _________, 2024.

X __________________________________

Signature of individual (if Subscriber is an individual)

X __________________________________

Authorized signatory (if Subscriber insot an individual)

__________________________________

Name of Subscriber (please print)

__________________________________

Name of authorized signatory (please print)

Debt Conversion agreement with Da Costa Management Corp. dated June 19, 2024

DEBT SETTLEMENT AND SUBSCRIPTION AGREEMENT

THIS DEBT SETTLEMENT AND SUBSCRIPTION AGREEMENT (the “Agreement”) made as of the 19th day of June, 2024.

BETWEEN:
	RED METAL RESOURCES LTD.
	1130 West Pender St., Unit 820 Vancouver, British Columbia, V6E 4A4
	(the “Company”)
AND:
	DA COSTA MANAGEMENT CORP.
	Suite 820 - 1130 West Pender St.
	Vancouver, BC V6E 4A4 (the “Subscriber”)

WHEREAS:

A.As at January 31, 2024, the Company was indebted to the Subscriber in the aggregate amount of $158,831 (the “Outstanding Amount”) in respect of prior consulting services provided to the Company, as evidenced by invoices attached hereto as Schedule “A”; and

B.The Subscriber wishes to settle $50,000 of the Outstanding Amount (the “Settled Amount”) and has agreed to accept 1,000,000 common shares of the Company (each, a “Share”) at a deemed price of $0.05 per Share as partial payment of the Settled Amount pursuant to the terms and conditions set forth in this Agreement;

NOW THEREFORE, this Agreement witnesses that, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and the Subscriber (each, a “Party” and together, the “Parties”) hereto agree as follows:

1.Interpretation

1.1In this Agreement, words importing the singular number only shall include the plural and vice versa, words importing gender shall include all genders and words importing persons shall include individuals, corporations, partnerships, associations, trusts, unincorporated organizations, governmental bodies and other legal or business entities of any kind whatsoever.

1.2Any reference to currency is to the lawful currency of Canada unless otherwise indicated.

2.Acknowledgement of Indebtedness

2.1The Company and the Subscriber acknowledge and agree that the Company is indebted to the Subscriber in the amount of the Outstanding Amount.

3.Payment of Indebtedness

3.1As payment of the Settled Amount and subject to the conditions herein, the Company will, on the Closing Date (as defined herein), issue to the Subscriber the Shares, as duly issued, fully paid and non-assessable shares, and the Subscriber will accept the Shares as partial payment of the Settled Amount.

4.Release

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4.1The Subscriber hereby agrees that, upon Closing and delivery of the Shares by the Company to the Subscriber in accordance with the provisions of this Agreement, the Settled Amount will be fully satisfied and extinguished, and at such time:

(a)the Subscriber, for itself and its successors, assigns, heirs, administrators, representatives, agents, associates and affiliates (collectively, the “Releasors”) irrevocably and unconditionally remises, releases, quit-claims and forever discharges the Company and its present, former and future directors, officers, shareholders, associates, affiliates, partners, servants, agents, employees, contractors and their respective predecessors, successors, personal representatives, agents and assigns (collectively, the “Releasees”) of and from any and all manner of actions, causes, damages, claims, demands, obligations, liabilities and compensation of whatsoever kind under the Settled Amount (the “Claims”), whether at law or in equity, which the Releasors ever have or hereafter can, will or may have at any time in the future, or by reason of or in any way arising out of any action or inaction by or otherwise reflected in any way to the Releasees existing up to and including the date of this Agreement as such Claims relate to the Settled Amount;

(b)the Releasors further covenant and agree not to directly or indirectly join, assist, aid or act in concert in any manner whatsoever with any other person in the making of any claim or demand or in the bringing of any proceeding or action in any manner whatsoever against the Releasees or any of them with respect to the matters released by this Agreement or with respect to which the Releasors agree not to make any claim or take any proceedings;

(c)the Releasors further covenant and agree not to make or continue any claim or complaint or initiate or continue any proceeding against any person which might be entitled to claim, pursuant to the provisions of any applicable statute or otherwise, contribution, indemnity or other relief against the Releasees or any of them arising out of or in relation to the matters released or discharged pursuant to this Agreement; and

4.2The Releasors hereby represent, warrant and covenant that they have not assigned and will not assign to any other person any of the Claims that they are releasing hereunder.

4.3For greater certainty, this Section 4 shall not apply to any and all claims or demands arising by virtue of the Subscriber being a shareholder of the Company.

5.Documents Required from Subscriber

5.1The Subscriber must complete, sign and return to the Company an executed copy of this Agreement and any other schedules attached hereto or requested by the Company acting reasonably.

5.2The Subscriber shall complete, sign and return to the Company as soon as possible, on request by the Company, any documents, notices and undertakings as may be required by regulatory authorities and applicable law.

6.Closing

6.1Closing of the offering of the Shares (the “Closing”) shall occur on the date that is five (5) business days following the submission by the Company of a Form 9 - Notice Of Issuance Or Proposed Issuance Of Listed Securities with the Canadian Securities Exchange (the “CSE”) with respect to this Agreement (the “Compliance Period”), or such additional period of time in the event the Company must address any comments from the CSE with respect to the transactions contemplated herein, or such other date as may be determined by the Company and the Subscriber, each acting reasonably (the “Closing Date”).

6.2The Closing is conditional upon and subject to:

(a)the Company having obtained all necessary approvals and consents

(b)the Company not received any CSE comments in the Compliance Period, or, alternatively, addressing any comments to the satisfaction of the CSE; and

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(c)the issue and sale of the Shares being exempt from the requirement to file a prospectus and the requirement to deliver an offering memorandum under applicable securities laws relating to the sale of the Shares, or the Company having received such orders, consents or approvals as may be required to permit such sale without the requirement to file a prospectus or deliver an offering memorandum.

7.Acknowledgements of Subscriber

7.1The Subscriber acknowledges and agrees that:

(a)The Outstanding Amount is a bona fide debt of the Company;

(b)the Company is relying on exemptions from prospectus requirements found in Section 2.14 of National Instrument 45-106 - Prospectus Exemptions to issue the Shares to the Subscriber;

(c)no prospectus has been filed by the Company with any securities commissions or any other regulatory authorities in connection with the issuance of the Shares;

(d)it has been furnished with all information, financial and otherwise, concerning the business, affairs and financial position of the Company necessary to make an informed decision to acquire the Shares, and the Subscriber agrees that such information has not been furnished pursuant to any form of written material which is, or may be construed as, an offering memorandum as that term is defined in applicable securities legislation, as from time to time amended, and regulations and rules prescribed thereto;

(e)it is an investor in securities of companies in the development stage and acknowledges that it is able to fend for itself, can bear the economic risk of its investment, and has such knowledge and experience in financial or business matters such that it is capable of evaluating the merits and risks of the investment in the Shares;

(f)the issuance of the Shares will be made pursuant to the exemptions from the registration and prospectus requirements of applicable securities legislation and therefore:

(i)the Subscriber is restricted from using most of the civil remedies available under applicable securities legislation,

(ii)the Subscriber may not receive information that would otherwise be required to be provided to it under applicable securities legislation,

(iii)the Company is relieved from certain obligations that would otherwise apply under applicable securities legislation,

(iv)no securities commission or similar regulatory authority has reviewed or passed on the merits of the Shares,

(v)there is no government or other insurance covering the Shares, and

(vi)there are risks associated with the acquisition of the Shares;

(g)an investment in the Company is highly speculative and only investors who can afford the loss of their entire investment should consider investing in the Company and the Shares;

(h)none of the Shares have been or will be registered under the United States Securities Act of 1933, as amended, (the “1933 Act”), or under any securities or “blue sky” laws of any state of the United States and are being offered only in a transaction not involving any public offering within the meaning of the 1933 Act, and, unless so registered, may not be offered or sold in the United States to a U.S. Person, as that term is defined in Regulation “S” (“Regulation S”) promulgated by the Securities and Exchange Commission pursuant to the 1933 Act, except pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act, and in each case only in accordance with applicable state, provincial and foreign securities laws;

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(i)the Company has not undertaken, and will have no obligation, to register any of the Shares under the 1933 Act or any other securities legislation;

(j)all of the information which the Subscriber has provided to the Company is correct and complete;

(k)the Company and others will rely upon the truth and accuracy of the acknowledgements, representations, warranties, covenants and agreements of the Subscriber contained in this Agreement, and agrees that if any of such acknowledgements, representations and agreements are no longer accurate or have been breached, the Subscriber will promptly notify the Company, and the Subscriber will hold harmless the Company from any loss or damage it or they may suffer as a result of the Subscriber’s failure to correctly complete this Agreement;

(I) any resale of the Shares by the Subscriber will be subject to resale restrictions contained in the securities laws applicable to the Company, the Subscriber and any proposed transferee and it is the responsibility of the Subscriber to find out what those restrictions are and to comply with such restrictions before selling any of the Shares;

(m)it consents to the placement of a legend or legends on any certificate or other document evidencing any of the Shares setting forth or referring to the restrictions on transferability and sale thereof contained in this Agreement, with such legend(s) to be substantially as follows:

“UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY SHALL NOT TRADE THE SECURITY BEFORE [four months and one day from the Closing Date].”;

(n)the Company will refuse to register the transfer of any of the Shares to a U.S. Person not made pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from the registration requirements of the 1933 Act and in each case in accordance with applicable laws;

(o)the Subscriber has been advised to consult the Subscriber’s own legal, tax and other advisors with respect to the merits and risks of an investment in the Shares and with respect to applicable resale restrictions, and it is solely responsible (and the Company is not in any way responsible) for compliance with:

(i)any applicable laws of the jurisdiction in which the Subscriber is resident in connection with the distribution of the Shares hereunder, and

(ii)applicable resale restrictions;

(p)there may be material tax consequences to the Subscriber of an acquisition or disposition of the Shares and the Company gives no opinion and makes no representation to the Subscriber with respect to the tax consequences to the Subscriber under federal, state, provincial, local or foreign tax laws that may apply to the Subscriber’s acquisition or disposition of the Shares; and

(q)this Agreement is not enforceable by the Subscriber unless it has been accepted by the Company and the Company reserves the right to reject this Subscription for any reason.

8.Representations. Warranties and Covenants of the Subscriber

8.1By executing this Agreement, the Subscriber represents, warrants and covenants to the Company (which representations, warranties and covenants shall survive the Closing and the disposition of the Shares by the Subscriber), that:

(a)the Outstanding Amount is a bona fide debt of the Company;

(b)if the Subscriber is an individual, the Subscriber is of the full age of majority in the jurisdiction in which this Agreement is executed and is legally competent to execute and deliver this Agreement, to perform all of its obligations hereunder, and to undertake all actions required of the Subscriber hereunder;

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(c)if the Subscriber is not an individual, the Subscriber has the requisite power, authority, legal capacity and competence to execute and deliver this Agreement, to perform all of its obligations hereunder, and to undertake all actions required of the Subscriber hereunder, and all necessary approvals of its directors, partners, shareholders, trustees or otherwise with respect to such matters have been given or obtained;

(d)if the Subscriber is a body corporate, the Subscriber is duly incorporated and validly subsisting under the laws of its jurisdiction of in Company;

(e)this Agreement has been duly and validly authorized, executed and delivered by, and constitutes a legal, valid, binding and enforceable obligation of, the Subscriber;

(f)it is acquiring the Shares as principal for the Subscriber’s own account for investment purposes only, not for the benefit of another person and not with a view to the resale or distribution of all or any of the Shares;

(g)it has sought no advice from the Company or any of its affiliates, associates, insiders, officers, promoters or directors in relation to the investment in the Shares, and neither the Company nor any of its affiliates, associates, insiders, officers, promoters or directors has provided any advice to the Subscriber in relation to such acquisition;

(h)the decision to execute this Agreement and to acquire the Shares has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Company and such decision is based entirely upon a review of any public information which has been filed by the Company with any Canadian provincial securities commissions;

(i)the Subscriber and the Subscriber’s advisor(s) have had a reasonable opportunity to ask questions of, and receive answers from, the Company in connection with the distribution of the Shares hereunder, and to obtain additional information, to the extent possessed or obtainable without unreasonable effort or expense, necessary to verify the accuracy of the information about the Company;

(j)it is resident at the address set out on the first page of this Agreement;

(k)it is not a “U.S. Person”, which term, as used in this Agreement, means (i) any person in the United States; (ii) any natural person resident in the United States; (iii) any partnership or corporation organized or incorporated under the laws of the United States; (iv) any partnership or corporation organized outside the United States by a U.S. Person principally for the purpose of investing in securities not registered under the 1933 Act, unless it is organized or incorporated, and owned, by accredited investors who are not natural persons, estates or trusts; or (v) any estate or trust of which any executor or administrator or trustee is a U.S. Person;

(I)it is not acquiring the Shares for the account of any U.S. Person;

(m)no person has made to the Subscriber any written or oral representations:

(i)that any person will resell or purchase the Shares,

(ii)that any person will refund the acquisition price of the Shares, or

(iii)as to the future price or value of the Shares,

(n)the entry into of this Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to, or, if applicable, the constating documents of, the Subscriber or of any agreement, written or oral, to which the Subscriber may be a party or by which the Subscriber is or may be bound;

(o)it has duly executed and delivered this Agreement and it constitutes a valid and binding agreement of the Subscriber enforceable against the Subscriber;

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(p)it has received and carefully read this Agreement;

(q)it has made an independent examination and investigation of an investment in the Shares and the Company and agrees that the Company will not be responsible in any way for the Subscriber’s decision to invest in the Shares and the Company;

(r)it is not an underwriter of, or dealer in, any of the Shares, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of the Shares; and

(s)it is not aware of any advertisement of any of the Shares and is not acquiring the Shares as a result of any form of general solicitation or general advertising, including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media, or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising.

8.2The Subscriber agrees that the representations, warranties and covenants of the Subscriber herein will be true and correct both as of the execution of this Agreement and as of the Closing Date, and will survive the completion of the distribution of the Shares and any subsequent disposition by the Subscriber of the Shares.

8.3The Subscriber acknowledges that the Company is relying upon the representations, warranties and covenants of the Subscriber set forth herein in determining the eligibility (from a securities law perspective) of the Subscriber (or, if applicable, the eligibility of another on whose behalf the Subscriber is contracting hereunder to subscribe for the Shares) to acquire the Shares under this Agreement, and hereby agrees to indemnify the Company, including its affiliates, shareholders, directors, officers, partners, employees, advisors and agents against all losses, claims, costs, expenses, damages or liabilities that they may suffer or incur as a result of or in connection with their reliance on such representations, warranties and covenants. The Subscriber undertakes to immediately notify the Company of any change in any statement or other information relating to the Subscriber set forth herein that occurs prior to the Closing Date.

9.Collection of Personal Information

9.1The Subscriber acknowledges and consents to the fact that the Company is collecting the Subscriber’s personal information for the purpose of fulfilling this Agreement. The Subscriber acknowledges that the Subscriber’s personal information (and, if applicable, the personal information of those on whose behalf the Subscriber is contracting hereunder) may be included in record books in connection with the Closing and may be disclosed by the Company to: (a) stock exchanges or securities regulatory authorities, (b) the Company’s registrar and transfer agent, (c) Canadian tax authorities, (d) authorities pursuant to the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) and (e) any of the other parties involved in this transaction, including the Company’s Counsel. By executing this Agreement, the Subscriber is deemed to be consenting to the foregoing collection, use and disclosure of the Subscriber’s personal information (and, if applicable, the personal information of those on whose behalf the Subscriber is contracting hereunder) for the foregoing purposes, and to the retention of such personal information for as long as permitted or required by applicable laws. Furthermore, the Subscriber is hereby notified that:

(a)the Company may deliver to any securities commission having jurisdiction over the Company, the Subscriber or this Agreement (collectively, the 11Commissions”), certain personal information pertaining to the Subscriber, including the Subscriber’s full name, residential address and telephone number, the number of Shares or other securities of the Company owned by the Subscriber, the number of Shares acquired by the Subscriber, the Outstanding Amount, the prospectus exemption relied on by the Company and the date of distribution of the Shares;

(b)such information is being collected indirectly by the Commissions under the authority granted to them in applicable securities laws;

(c)such information is being collected for the purposes of the administration and enforcement of applicable securities laws; and

(d)the Subscriber may contact the public official in the local jurisdiction with respect to questions about the indirect collection of such information at the following address and telephone number:

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Attention: FOIP Coordinator Alberta Securities Commission<br><br><br>Suite 600<br><br><br>250 - 5th Street SW Calgary, AB T2P 0R4 Telephone: 403-297-6454	Attention: FOi Inquiries British Columbia Securities Commission<br><br><br>P.O. Box 10142, Pacific Centre<br><br><br>701 West Georgia Street<br><br><br>Vancouver, BC V7Y 1L2 Telephone: 604-899-6854	Attention: Inquiries Officer Ontario Securities Commission<br><br><br>20 Queen Street West, 22nd Floor<br><br><br>Toronto, ON MSH 3S8 Telephone: 416-593-8314

10.Acknowledgement

10.1The Subscriber acknowledges that the Subscriber is responsible for obtaining such legal advice as it considers appropriate in connection with the execution, delivery and performance by it of this Agreement.

11.Legending and Registration of Securities

11.1The Subscriber hereby acknowledges that a legend may be placed on the certificates representing the Shares to the effect that the Shares represented by such certificates are subject to resale restrictions contained in or required by the securities laws applicable to the Subscriber or proposed transferee, including under the policies of the CSE.

11.2The Subscriber hereby acknowledges and agrees to the Company making a notation on its records or giving instructions to the registrar and transfer agent of the Company in order to implement the restrictions on transfer set forth and described in this Agreement.

12.

12.1The Subscriber acknowledges and agrees that all costs and expenses incurred by the Subscriber (including any fees and disbursements of any special counsel retained by the Subscriber) relating to the acquisition of the Shares shall be borne by the Subscriber.

13.Governing Law

13.1This Agreement and all claims arising out of or relating to this Agreement are governed exclusively by the laws of the Province of British Columbia and the federal laws of Canada applicable therein. The Parties irrevocably attorn to the exclusive jurisdiction of the courts of the Province of British Columbia.

14.Survival

14.1This Agreement, including without limitation the representations, warranties and covenants contained herein, shall survive and continue in full force and effect and be binding upon the Parties hereto notwithstanding the completion of the acquisition of the Shares by the Subscriber pursuant hereto.

15.Assignment

15.1This Agreement is not transferable or assignable.

16.Time of Essence

16.1Time shall be of the essence of this Agreement.

17.Execution and Delivery

17.1Delivery of an executed copy of this Agreement by electronic means, including by facsimile transmission or by electronic delivery in portable document format (“.pdf”) or DocuSign, shall be equally effective as delivery of a manually executed copy of this Agreement. The Parties acknowledge and agree that in any legal proceedings between them respecting or in any way relating to this Agreement, each waives the right to raise any defense based on the delivery of this Agreement by electronic means.

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18.Severability

18.1If any provision of this Agreement or any part of any provision of this Agreement is held under any circumstances to be invalid or unenforceable in any jurisdiction, then:

(a)such provision or part thereof shall, with respect to such circumstances and in such jurisdiction, be deemed amended to conform to applicable laws so as to be valid and enforceable to the fullest possible extent;

(b)the invalidity or unenforceability of such prov1s1on or part thereof under such circumstances and in such jurisdiction shall not affect the validity or enforceability of such provision or part thereof under any other circumstances or in any other jurisdiction; and

(c)such invalidity or unenforceability of such provision or part thereof shall not affect the validity or enforceability of the remainder of such provision or the validity or enforceability of any other provision of this Agreement.

Each provision of this Agreement is separable from every other provision of this Agreement, and each provision of this Agreement is separable from every other part of such provision.

19.Entire Agreement

19.1Except as expressly provided in this Agreement and in the agreements, instruments and other documents contemplated or provided for herein, this Agreement contains the entire agreement between the Parties with respect to the sale of the Shares and there are no other terms, conditions, representations or warranties, whether expressed, implied, oral or written, by statute or common law, by the Company or by anyone else.

20.Amendment

20.1Except as otherwise provided herein, this Agreement may only be amended by the

Parties hereto in writing.

21.Notices

21.1All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted by any standard form of telecommunication. Notices to the Subscriber shall be directed to the address on page 1 and notices to the Company shall be directed to it at the address on page 1.

22.Counterparts

22.1This Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument.

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IN WITNESS WHEREOF the Subscriber has duly executed this Agreement as of the date first above mentioned.

DELIVERY INSTRUCTIONS

1.Delivery - deliver the certificate representing the Shares to (please provide email address for electronic delivery):

john@dacostacorp.com

2.Registration - registration of the certificate representing the Shares which are to be delivered at closing should be made as follows:

Da Costa Management Corp. (name)

Suite 820 - 1130 West Pender St. Vancouver, BC V6E 4A4

3.The undersigned hereby acknowledges and agrees that it will deliver to the Company all such additional completed forms in respect of the Subscriber’s acquisition of the Shares as may be reasonably required by the Company or the Company’s Counsel.

Da Costa Management Corp.

(Name of Subscriber – Please type or print)

/s/ John da Costa

(Signature)

Suite 820 – 1130 West Peder St.

(Address of Subscriber)

Vancouver, BC, V6E 4A4

(City, State or Province, Postal Code of Subscriber)

Number and kind of securities of the Company held, directly or indirectly, or over which control or direction is exercised by, the Subscriber, if any (i.e., shares, warrants, options):<br><br><br><br><br><br><br><br><br>98,889 shares	1. State whether the Subscriber is an Insider of the Company:<br><br><br><br><br><br>Yes ☐ No ☐<br><br><br><br><br><br>2. State whether the Subscriber is a registrant:<br><br><br><br><br><br>Yes ☐ No ☐

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ACCEPTANCE

The above-mentioned Agreement in respect of the Shares is hereby accepted by Red Metal Resources Ltd.

DATED as of the 19th day of June, 2024

RED METAL RESOURCES LTD.

Per: /s/ Gregg Jensen

Authorized Signatory

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SCHEDULE “A”

EVIDENCE OF OUTSTANDING AMOUNT

[see attached.]

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Red Metal Resources, Ltd.

Unpaid Bills Detail - Da Costa Management Corp.

As of May 8, 2024

Date & Num	Due Date	Open Balance
Da Costa Management Corp. CDN
11-01-2021 D3286	11-11-2021	56,000.00
11-01-2021 D3287	11-11-2021	5,000.00
11-01-2021 D3288	11-11-2021	4,750.00
07-31-2022 D3413_FFCA	08-10-2022	3.86
08-31-2022 D3433_FFCA	09-10-2022	21.32
09-30-2022 D3455	10-10-2022	2.57
10-01-2022 D3466	10-11-2022	5,250.00
10-31-2022 D3477	11-10-2022	13.77
11-01-2022 D3488	11-11-2022	5,250.00
12-01-2022 D3500	12-11-2022	0.22
12-01-2022 D3511	12-11-2022	5,250.00
12-31-2022 D3522	01-10-2023	21.19
01-01-2023 D3533	01-11-2023	5,250.00
01-31-2023 D3544	02-10-2023	1.34
02-01-2023 D3555	02-11-2023	5,250.00
02-28-2023 D3566	03-10-2023	1.58
03-01-2023 D3577	03-11-2023	5,250.00
04-01-2023 D3599	04-11-2023	5,250.00
05-01-2023 D3621	05-11-2023	5,250.00
06-01-2023 D3642	06-11-2023	5,250.00
07-01-2023 D3665	07-11-2023	5,250.00
07-31-2023 D3676	08-10-2023	1.07
08-01-2023 D3685	08-11-2023	5,250.00
08-31-2023 D3696	09-10-2023	2.45
09-01-2023 D3705	09-11-2023	5,250.00
09-30-2023 D3717	10-10-2023	4.80
10-01-2023 D3726	10-11-2023	5,250.00
11-01-2023 D3747	11-11-2023	5,250.00
11-30-2023 D3759	12-10-2023	6.67
12-01-2023 D3768	12-11-2023	5,250.00
01-01-2024 D3789	01-11-2024	5,250.00
Total Da Costa Management Corp. CDN		149,830.84
31-08-2021 - Payables Assigned from JDC to DCM		9000.00
Grand Total		158,830.84

All values are in US Dollars.

Debt Conversion agreement with Fladgate Exploration Consulting Corporation dated June 19, 2024

DEBT SETTLEMENT, FORGIVENESS OF DEBT AND SUBSCRIPTION AGREEMENT

THIS DEBT SETTLEMENT, FORGIVENESS OF DEBT AND SUBSCRIPTION AGREEMENT (the “Agreement”) made as of the 30th day of May, 2024.

BETWEEN:
	RED METAL RESOURCES LTD.
	1130 West Pender St., Unit 820 Vancouver, British Columbia, V6E 4A4
	(the “Company”)
AND:
	FLADGATE EXPLORATION CONSULTING CORPORATION
	101 – 278 Bay St.
	Thunder Bay, ON P78 1R8
	(the “Subscriber”)

WHEREAS:

A.The Company is indebted to the Subscriber in the amount of $129,093.25 (the “Outstanding Amount”) in respect of certain loans advanced by the Subscriber to the Company and in the amount of $71,146.00 in respect of accrued but unpaid interest (“Interest”, and together with the Outstanding Amount, the “Indebtedness”) on the Outstanding Amount, as more particularly set out in the letter dated August 31, 2021 attached hereto as Schedule “A”;

B.The Subscriber has agreed to accept 2,581,865 common shares of the Company (each, a “Share”) at a deemed price of $0.05 per Share as payment of the Outstanding Amount pursuant to the terms and conditions set forth in this Agreement; and

C.The Subscriber wishes to cancel and forgive all of the Interest owed by the Company, being

$71,146.00;

1.Interpretation

1.2Any reference to currency is to the lawful currency of Canada unless otherwise indicated.

2.Acknowledgement of Indebtedness

2.1The Company and the Subscriber acknowledge and agree that the Company is indebted to the Subscriber in the amount of the Outstanding Amount.

3.Payment of Indebtedness

3.1As full and final payment of the Outstanding Amount and subject to the conditions herein, the Company will, on the Closing Date (as defined herein), issue to the Subscriber the Shares, as duly issued, fully paid and non-assessable shares, and the Subscriber will accept the Shares as full and final payment of the Outstanding Amount.

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4.Forgiveness of Interest

4.1The Subscriber hereby irrevocably declares that, effective on Closing and delivery of the Shares pursuant to this Agreement, the Interest, in its entirety, will be forever forgiven and any agreements, promissory notes or other documents representing the Interest, if any will be terminated or cancelled, as applicable.

5.Release

5.1The Subscriber hereby agrees that, upon Closing and delivery of the Shares by the Company to the Subscriber in accordance with the provisions of this Agreement, the Outstanding Amount will be fully satisfied and extinguished and the Interest will be forever forgiven in its entirety, and at such time:

(a)the Subscriber, for itself and its successors, assigns, heirs, administrators, representatives, agents, associates and affiliates (collectively, the “Releasors”) irrevocably and unconditionally remises, releases, quit-claims and forever discharges the Company and its present, former and future directors, officers, shareholders, associates, affiliates, partners, servants, agents, employees, contractors and their respective predecessors, successors, personal representatives, agents and assigns (collectively, the “Releasees”) of and from any and all manner of actions, causes, damages, claims, demands, obligations, liabilities and compensation of whatsoever kind under the Indebtedness (the “Claims”), whether at law or in equity, which the Releasors ever have or hereafter can, will or may have at any time in the future, or by reason of or in any way arising out of any action or inaction by or otherwise reflected in any way to the Releasees existing up to and including the date of this Agreement as such Claims relate to the Indebtedness;

5.2The Releasors hereby represent, warrant and covenant that they have not assigned and will not assign to any other person any of the Claims that they are releasing hereunder.

5.3For greater certainty, this Section 4 shall not apply to any and all claims or demands arising by virtue of the Subscriber being a shareholder of the Company.

6.Documents Required from Subscriber

6.1The Subscriber must complete, sign and return to the Company an executed copy of this Agreement and any other schedules attached hereto or requested by the Company acting reasonably.

6.2The Subscriber shall complete, sign and return to the Company as soon as possible, on request by the Company, any documents, notices and undertakings as may be required by regulatory authorities and applicable law.

7.Closing

7.1Closing of the offering of the Shares (the “Closing”) shall occur on the date that is five (5) business days following the submission by the Company of a Form 9 – Notice Of Issuance Or Proposed Issuance Of Listed Securities with the Canadian Securities Exchange (the “CSE”) with respect to this Agreement (the “Compliance Period”), or such additional period of time in the event the Company must address any comments from the CSE with respect to the transactions contemplated herein, or such other date as may be determined by the Company and the Subscriber, each acting reasonably (the “Closing Date”).

7.2The Closing is conditional upon and subject to:

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(a)the Company having obtained all necessary approvals and consents

(b)the Company not received any CSE comments in the Compliance Period, or, alternatively, addressing any comments to the satisfaction of the CSE; and

8.Acknowledgements of Subscriber

8.1The Subscriber acknowledges and agrees that:

(a)The Indebtedness is a bona fide debt of the Company;

(b)the Company is relying on exemptions from prospectus requirements found in Section

2.14 of National Instrument 45-106 – Prospectus Exemptions to issue the Shares to the Subscriber;