UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 or 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
FOR THE MONTH OF NOVEMBER 2024
Commission File Number: 000-29870
FE BATTERY METALS CORP.
(Translation of Registrant’s name into English)
700 West Georgia Street, 25th Floor
Vancouver, British Columbia, Canada V7Y 1B3
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F
Form 20-F [ X ] Form 40-F [ ]
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
|
|
|
FE BATTERY METALS CORP. (Registrant) |
|
|
|
Date: November 29, 2024 |
By: |
/s/ Gurminder Sangha |
|
Name: |
Gurminder Sangha |
|
Title: |
CEO and Director |
Exhibit 99.1
CONDENSED INTERIM FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2024
(Expressed in Canadian dollars)
(Unaudited – Prepared by Management)
Notice
to Reader
These condensed
interim financial statements of FE Battery Metals Corp. have been prepared by management and approved by the Board of Directors of the
Company. In accordance with National Instrument 51-102 released by the Canadian Securities Administrators, the Company discloses that
its external auditors have not reviewed these condensed interim financial statements, notes to financial statements and the related quarterly
Management Discussion and Analysis.
FE BATTERY METALS CORP.
Condensed Interim Statements of Financial Position
(Unaudited - expressed in Canadian dollars) |
| |
| |
|
September 30, | | |
|
March 31, | |
| |
Note | |
|
2024 | | |
|
2024 | |
ASSETS | |
| |
|
| | |
|
| |
Current Assets | |
| |
| | | |
| | |
Cash | |
| |
$ | 1,730,199 | | |
$ | 1,704,908 | |
Amounts receivable and prepaid expenses | |
4 | |
| 74,615 | | |
| 436,788 | |
Market
securities | |
5 | |
| 218,159 | | |
| 187,425 | |
Total
Current Assets | |
| |
| 2,022,973 | | |
| 2,329,121 | |
Non-current Assets | |
| |
| | | |
| | |
Reclamation deposits | |
| |
| 11,000 | | |
| 11,000 | |
Equipment | |
| |
| 1,579 | | |
| 1,822 | |
Exploration
and evaluation assets | |
6 | |
| 6,955,451 | | |
| 6,955,451 | |
Total
Non-current Assets | |
| |
| 6,968,030 | | |
| 6,968,273 | |
Total
Assets | |
| |
$ | 8,991,003 | | |
$ | 9,297,394 | |
LIABILITIES | |
| |
| | | |
| | |
Current Liabilities | |
| |
| | | |
| | |
Accounts payable and accrued liabilities | |
7 | |
$ | 296,290 | | |
$ | 236,583 | |
Due to related parties, net | |
8 | |
| 197,943 | | |
| 254,869 | |
Flow-through
share premium liability | |
9 | |
| 246,537 | | |
| 159,579 | |
Total
Liabilities | |
| |
$ | 740,770 | | |
$ | 651,031 | |
SHAREHOLDERS’
EQUITY | |
| |
| | | |
| | |
Share capital | |
9 | |
| 59,391,152 | | |
| 59,102,110 | |
Warrants reserve | |
| |
| 2,834,521 | | |
| 2,834,521 | |
Share-based payments reserve | |
9 | |
| 3,129,757 | | |
| 2,889,068 | |
Deficit | |
| |
| (57,105,197 | ) | |
| (56,179,336 | ) |
Total
Shareholders’ Equity | |
| |
| 8,250,233 | | |
| 8,646,363 | |
Total
Liabilities and Shareholders’ Equity | |
| |
$ | 8,991,003 | | |
$ | 9,297,394 | |
| |
| |
| | | |
| | |
Going concern | |
1 | |
| | | |
| | |
Subsequent event | |
13 | |
| | | |
| | |
Approved and authorized for issue on behalf of the
board of directors on November 27, 2024 by:
/s/ Gurminder
Sangha |
|
/s/
Jurgen Wolf |
|
Director |
|
Director |
|
The accompanying notes are an integral part of these condensed interim
financial statements.
FE BATTERY METALS CORP.
Condensed Interim Statements of Loss and Comprehensive Loss
(Unaudited - expressed in Canadian dollars) |
| |
| | |
Three months ended September 30,
| | |
Six months ended September 30,
| |
| |
Note | | |
2024 | | |
2023 | | |
2024 | | |
2023 | |
Expenses | |
| | |
| | | |
| | | |
| | | |
| | |
Consulting fees | |
8 | | |
$ | 2,400 | | |
$ | 59,500 | | |
$ | 15,600 | | |
$ | 67,500 | |
Exploration and evaluation costs | |
6 | | |
| 139,314 | | |
| 706,594 | | |
| 139,314 | | |
| 1,124,780 | |
General and administrative | |
| | |
| 3,665 | | |
| 4,331 | | |
| 7,856 | | |
| 8,855 | |
Investor relations | |
| | |
| 52,466 | | |
| 229,008 | | |
| 328,492 | | |
| 598,811 | |
Professional fees | |
| | |
| 27,094 | | |
| 22,323 | | |
| 42,094 | | |
| 43,964 | |
Salaries, fees and benefits | |
8 | | |
| 71,550 | | |
| 50,000 | | |
| 136,950 | | |
| 100,000 | |
Shareholder communications | |
| | |
| 24,485 | | |
| 56,052 | | |
| 45,925 | | |
| 75,336 | |
Share-based payments | |
| | |
| - | | |
| 411,249 | | |
| 240,689 | | |
| 1,841,033 | |
Loss Before Other Income | |
| | |
| (320,974 | ) | |
| (1,539,057 | ) | |
| (956,920 | ) | |
| (3,860,279 | ) |
Other items | |
| | |
| | | |
| | | |
| | | |
| | |
Interst and Other income | |
| | |
| 212 | | |
| 168 | | |
| 325 | | |
| 168 | |
Gain (loss) on marketable securities | |
| | |
| (52,774 | ) | |
| (492,195 | ) | |
| 30,734 | | |
| (236,889 | ) |
Flow-through recovery | |
| | |
| - | | |
| 165,044 | | |
| - | | |
| 225,324 | |
Total Other items | |
| | |
| (52,562 | ) | |
| (326,983 | ) | |
| 31,059 | | |
| (11,397 | ) |
Net
Loss and Comprehensive Loss for the Period | |
| | |
$ | (373,536 | ) | |
$ | (1,866,040 | ) | |
$ | (925,861 | ) | |
$ | (3,871,676 | ) |
Loss
per Common Share, Basic and Diluted | |
| | |
| (0.01 | ) | |
$ | (0.04 | ) | |
$ | (0.02 | ) | |
$ | (0.08 | ) |
Weighted
Average Number of Shares Outstanding – Basic and Diluted | |
| | |
| 52,585,285 | | |
| 47,356,906 | | |
| 52,414,224 | | |
| 46,378,486 | |
The accompanying notes are an integral part of these
condensed interim financial statements.
FE BATTERY METALS CORP.
Condensed Interim Statements of Changes in Equity
(Unaudited - expressed in Canadian dollars) |
| |
Common Shares
Without Par Value | | |
Warrants | | |
Share | | |
Share-based
Payments | | |
| | |
| |
| |
Shares | | |
Amount | | |
Reserve | | |
subscription | | |
Reserve | | |
Deficit | | |
Total Equity | |
Balance, March 31, 2023 | |
| 41,920,038 | | |
$ | 54,484,848 | | |
$ | 2,705,754 | | |
$ | 19,134 | | |
$ | 1,833,998 | | |
$ | (49,544,263 | ) | |
$ | 9,499,471 | |
Shares issued for exploration and evaluation assets | |
| 3,058,333 | | |
| 1,995,416 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 1,995,416 | |
Private placements | |
| 1,912,231 | | |
| 1,070,849 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 1,070,849 | |
Share based payments - stock options | |
| - | | |
| - | | |
| - | | |
| - | | |
| 1,105,283 | | |
| - | | |
| 1,105,283 | |
Share based payments - RSU’s | |
| 1,425,000 | | |
| 735,750 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 735,750 | |
Share issue costs | |
| - | | |
| (73,200 | ) | |
| - | | |
| - | | |
| - | | |
| - | | |
| (73,200 | ) |
Net loss for the period | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (3,871,676 | ) | |
| (3,871,676 | ) |
Balance, September 30, 2023 | |
| 48,315,602 | | |
| 58,213,663 | | |
| 2,705,754 | | |
| 19,134 | | |
| 2,939,281 | | |
| (53,415,939 | ) | |
| 10,461,893 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Balance, March 31, 2024 | |
| 50,846,156 | | |
$ | 59,102,110 | | |
$ | 2,834,521 | | |
$ | - | | |
$ | 2,889,068 | | |
$ | (56,179,336 | ) | |
$ | 8,646,363 | |
Private placements | |
| 1,739,130 | | |
| 313,042 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 313,042 | |
Share issue costs | |
| - | | |
| (24,000 | ) | |
| - | | |
| - | | |
| - | | |
| - | | |
| (24,000 | ) |
Share based payments - stock options | |
| - | | |
| - | | |
| - | | |
| - | | |
| 131,314 | | |
| - | | |
| 131,314 | |
Share based payments - RSU’s | |
| - | | |
| - | | |
| - | | |
| - | | |
| 109,375 | | |
| - | | |
| 109,375 | |
Net loss for the period | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (925,861 | ) | |
| (925,861 | ) |
Balance, September 30, 2024 | |
| 52,585,286 | | |
$ | 59,391,152 | | |
$ | 2,834,521 | | |
$ | - | | |
$ | 3,129,757 | | |
$ | (57,105,197 | ) | |
$ | 8,250,233 | |
The accompanying notes are an integral part of these condensed interim financial statements.
FE BATTERY METALS CORP. |
Condensed Interim Statements of Cash Flows
(Unaudited - expressed in Canadian dollars) |
| |
Six months ended September 30, | |
| |
2024 | | |
2023 | |
Cash provided from (used for): | |
| | | |
| | |
Operating activities | |
| | | |
| | |
Net loss for the period | |
$ | (925,861 | ) | |
$ | (3,871,676 | ) |
Items not involving cash: | |
| | | |
| | |
Amortization | |
| 243 | | |
| 122 | |
Share-based payments | |
| 240,689 | | |
| 1,841,033 | |
Unrealized (gain) loss on marketable securities | |
| (30,734 | ) | |
| 236,889 | |
Flow-through recovery | |
| - | | |
| (225,324 | ) |
Changes in non-cash working capital balances: | |
| | | |
| | |
Amounts receivable and prepaid expenses | |
| 362,173 | | |
| 254,720 | |
Accounts payable and accrued liabilities | |
| 59,707 | | |
| (405,905 | ) |
Due to related parties | |
| (56,926 | ) | |
| (257,476 | ) |
Net cash used in operating activities | |
| (350,709 | ) | |
| (2,427,617 | ) |
Investing activities | |
| | | |
| | |
Exploration and evaluation assets | |
| - | | |
| (52,500 | ) |
Cash used in investing activities | |
| - | | |
| (52,500 | ) |
Financing activities | |
| | | |
| | |
Proceeds from financing (net of share issue costs) | |
| 376,000 | | |
| 1,146,799 | |
Net cash from in financing activities | |
| 376,000 | | |
| 1,146,799 | |
Net decrease in cash during the period | |
| 25,291 | | |
| (1,333,318 | ) |
Cash, beginning of the period | |
| 1,704,908 | | |
| 3,664,578 | |
Cash, end of the period | |
$ | 1,730,199 | | |
$ | 2,331,260 | |
Supplemental information | |
| | | |
| | |
Shares issued for exploration and evaluation assets | |
$ | - | | |
$ | 1,995,416 | |
The accompanying notes are
an integral part of these condensed interim financial statements.
FE BATTERY METALS CORP.
Notes to the Condensed Interim Financial Statements
For the six months ended September 30, 2024 and 2023
(Unaudited - expressed in Canadian dollars) |
| 1. | Nature of Operations and Going Concern |
FE Battery Metals Corp. (“FE Battery”
or the “Company”), formerly known as First Energy Metals Limited, was incorporated on October 12, 1966 in the Province of
British Columbia under the Business Corporations Act of British Columbia, and its principal business activity is the exploration of mineral
properties in Canada.
The Company’s head office and principal address
is Suite 2421 – 1055 West Georgia Street, Vancouver, B.C., Canada, V6E 3P3. The Company’s registered and records office is
25th Floor-700 West Georgia Street, Vancouver, B.C., Canada, V7Y 1B3.
These condensed interim financial statements have
been prepared on a going concern basis which assumes that the Company will be able to realize its assets and discharge its liabilities
in the normal course of business for the foreseeable future. If the going concern assumption is not appropriate for these financial statements,
then adjustments would be necessary to the carrying amount of assets and liabilities, the reported revenue and expenses and the balance
sheet classifications used.
During the period ended September 30, 2024, the Company
experienced operating losses and negative operating cash flows with the operations of the Company having been primarily funded by the
issuance of share capital. The Company expects to incur further losses in the development of its business, and these matters are indicative
of the existence of material uncertainty that casts significant doubt as to the Company’s ability to continue as a going concern.
The Company will need to raise sufficient funds as
the Company’s current assets are not sufficient to finance its operations and administrative expenses. The Company is evaluating
financing options including, but not limited to, the issuance of additional equity and debt. The Company has no assurance that such financing
will be available or be available on favourable terms. Factors that could affect the availability of financing include the Company’s
performance (as measured by numerous factors including the progress and results of its projects), the state of international debt and
equity markets, investor perceptions and expectations and the global financial and metals markets. In addition to evaluating financing
options, the Company has also implemented cost savings measures.
| 2. | Significant Accounting Policies |
(a) | Statement of Compliance |
These unaudited condensed interim financial statements
have been prepared in accordance with International Accounting Standard, Interim Financial Reporting (“IAS 34”) as issued
by the International Accounting Standards Board (“IASB”). The policies applied in these financial statements are based on
International Financial Reporting Standards (“IFRS”) and interpretations of the International Financial Reporting Interpretations
Committee (“IFRIC”) issued and outstanding as at November 27, 2024, the date the board of directors approved these unaudited
condensed interim financial statements for issue.
These unaudited condensed interim financial statements,
prepared in conformity with IAS 34, follow the same accounting policies and methods of computation as the most recent audited annual financial
statements.
Since these unaudited condensed interim financial
statements do not include all disclosures required by the International Financial Reporting Standards (“IFRS”) for annual
financial statements, they should be read in conjunction with the Company’s annual financial statements for the year ended March
31, 2024.
(c) | Basis of Measurement and Presentation |
These unaudited condensed interim financial statements
have been prepared using the historical cost convention using the accrual basis of accounting except for some financial instruments, which
have been measured at fair value. In the opinion of management, all adjustments (including normal recurring accruals) considered necessary
for a fair presentation have been included.
FE BATTERY METALS CORP.
Notes to the Condensed Interim Financial Statements
For the six months ended September 30, 2024 and 2023
(Unaudited - expressed in Canadian dollars) |
| 2. | Significant Accounting Policies (continued) |
Certain comparative figures have been reclassified
to conform to the current period’s presentation
| 3. | Critical Accounting Judgments and Estimates |
The preparation of financial statements requires management
to make judgments and estimates that affect the amounts reported in the financial statements and notes. By their nature, these judgments
and estimates are subject to change and the effect on the financial statements of changes in such judgments and estimates in future periods
could be material. These judgments and estimates are based on historical experience, current and future economic conditions, and other
factors, including expectations of future events that are believed to be reasonable under the circumstances. Actual results could differ
from these judgments and estimates. The more significant areas are as follows:
| (a) | Share-based Payment Transactions |
The Company measures the cost of equity-settled transactions
with employees by reference to the fair value of the equity instruments at the date at which they are granted. Estimating fair value for
share-based payment transactions requires determining the most appropriate valuation model, which is dependent on the terms and conditions
of the grant. This estimate also requires determining the most appropriate inputs to the valuation model including the expected life of
the share option, volatility and dividend yield and making assumptions about them. The assumptions and models used for estimating fair
value for share-based payment transactions are disclosed in Note 8.
The assessment of the Company’s ability to raise sufficient
funds to finance its exploration and administrative expenses involves judgment. Estimates and assumptions are continually evaluated and
are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under
the circumstances.
| (c) | Intangible Exploration and Evaluation Assets |
Management is required to assess impairment in respect
of intangible exploration and evaluation assets. Note 6 discloses the carrying value of such assets. The triggering events for the potential
impairment of exploration and evaluation assets are defined in IFRS 6 Exploration for and Evaluation of Mineral Properties and
are as follows:
· | the period for which the entity 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 expenditure 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 exists 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. |
In making the assessment, management is required to
make judgments as to the status of each project and its future plans towards finding commercial reserves. The nature of exploration and
evaluation activity is such that only a proportion of projects are ultimately successful and accordingly some assets are likely to become
impaired in future periods.
Deferred income tax asset carrying amounts depend
on estimates of future taxable income and the likelihood of reversal of timing differences. Where reversals are expected, estimates of
future tax rates will be used in the calculation of deferred tax asset carrying amounts. Potential tax assets were considered not to be
recoverable at the current year end.
FE BATTERY METALS CORP.
Notes to the Condensed Interim Financial Statements
For the six months ended September 30, 2024 and 2023
(Unaudited
- expressed in Canadian dollars)
|
| 4. | Amounts Receivable and Prepaid Expenses |
| |
| September 30,
2024 | | |
| March 31,
2024 | |
GST/HST | |
| 32,234 | | |
| 126,549 | |
Prepayments and other receivables | |
| 42,381 | | |
| 310,239 | |
Total | |
$ | 74,615 | | |
$ | 436,788 | |
As at September 30, 2024, the fair values of the marketable
securities are as follows:
Available -for-sale Securities | |
| Number of
shares | | |
| Cost | | |
| Accumulated
unrealized
holding loss | |
|
| Fair Value | |
Shares in Battery Age Minerals Ltd. (Note 6) | |
| 2,125,000 | | |
$ | 804,270 | | |
$ | (586,111 | ) |
|
| 218,159 | |
As at March 31, 2024, the fair values of the marketable
securities are as follows:
| |
| Number of | | |
| | |
| |
Accumulated unrealized | |
|
| | |
Available -for-sale Securities | |
| shares | | |
| Cost | |
| |
holding loss | |
|
| Fair Value | |
Shares in Battery Age Minerals Ltd. (Note 6) | |
| 2,125,000 | | |
$ | 804,270 | |
| $ |
(616,845 | ) |
|
| 187,425 | |
| 6. | Exploration and Evaluation Assets |
Exploration and evaluation assets deferred to the
statements of financial position at September 30, 2024 and March 31, 2024 are as follows:
| |
| March 31, 2024 | | |
| Additions | | |
| Write-off | | |
| September 30,
2024 | |
Abitibi Lithium | |
$ | 1,767,000 | | |
| - | | |
| - | | |
$ | 1,767,000 | |
Augustus Lithium | |
| 593,290 | | |
| - | | |
| - | | |
| 593,290 | |
Canadian Lithium | |
| 228,881 | | |
| - | | |
| - | | |
| 228,881 | |
Cosgrave Lithium | |
| 104,750 | | |
| - | | |
| | | |
| 104,750 | |
Electron Lithium | |
| 650,405 | | |
| - | | |
| - | | |
| 650,405 | |
Kokanee Creek | |
| 932,125 | | |
| - | | |
| - | | |
| 932,125 | |
McNeely | |
| 820,000 | | |
| - | | |
| - | | |
| 820,000 | |
Rose West Lithium | |
| 884,000 | | |
| - | | |
| - | | |
| 884,000 | |
Rose East Lithium | |
| 975,000 | | |
| - | | |
| - | | |
| 975,000 | |
| |
$ | 6,955,451 | | |
$ | - | | |
$ | - | | |
$ | 6,955,451 | |
(a) | Abitibi Lithium Property |
On March 12, 2021, the Company entered into a purchase
agreement to acquire a 100% interest in the Abitibi Lithium property (the “Abitibi Agreement”). The Abitibi Lithium property
is comprised of 235 mineral claims covering approximately 12,500 hectares located in the Abitibi area of western Quebec.
Under the terms of the Abitibi Agreement, the Company
acquired a 100% interest in the Abitibi Lithium property by issuing 1,078,947 common shares of the Company and by paying $250,000 on April
20, 2021. The Abitibi Lithium Property is subject to a 3% Net Smelter Returns (“NSR”) royalty, which the Company will have
the option to reduce the NSR by 1.0% to 2.0% by paying $1,000,000.
FE BATTERY METALS CORP.
Notes to the Condensed Interim Financial Statements
For the six months ended September 30, 2024 and 2023
(Unaudited - expressed in Canadian dollars) |
| 6. | Exploration and Evaluation Assets (continued) |
| (b) | Augustus Lithium Property |
On January 18, 2021, the Company entered into an option
agreement to acquire a 100% interest in the Augustus Lithium property (the “Augustus Agreement”). The Augustus Lithium property
is comprised of 21 mineral claims covering approximately 900 hectares located in the Abitibi area of western Quebec.
On October 29, 2022, the Company entered into amended
option agreement allowing the Company to accelerate its option to acquire a 100% interest in the Augustus Lithium property. As consideration
for the amendment, the Company issued an additional 350,000 common shares. As of November 7, 2022, the Company completed the required
option payments, common share issuances and exploration expenditures to acquire 100% interest of the Augustus Lithium property.
The Augustus Lithium Property is subject to a 2% NSR
royalty. The Company will have the option to reduce the NSR by 1.0% to 1.0% by paying $1,000,000.
(c) | Canadian Lithium Property |
On February 3, 2021, the Company entered into an option
agreement to acquire a 100% interest in the Canadian Lithium property (the “Canadian Lithium Agreement”). The Canadian Lithium
property is comprised of 12 mineral claims covering approximately 700 hectares located in the Landrienne Township area of Quebec.
On February 3, 2023, the Company had completed the
required option payments of $60,000 and issuance of 230,263 common shares to acquire a 100% interest of the Canadian Lithium Property.
The Canadian Lithium Property is subject to a 2% NSR
royalty. The Company will have the option to reduce the NSR by 1.0% to 1.0% by paying $1,000,000.
(d) | Cosgrave Lithium Property |
On August 24, 2023, the Company entered into a purchase
agreement to acquire a 100% interest in the Cosgrave Lithium property (the “Cosgrave Agreement”). The Cosgrave Lithium property
is comprised of 198 mineral claims covering approximately 3,700 hectares located in the Ear Falls, Ontario.
Pursuant to the terms of the Cosgrave Agreement, the
Company acquired a 100% interest in the Cosgrave Lithium property by issuing 175,000 common shares of the Company and by making the option
payment of $22,500 during the year ended March 31, 2024.
The Cosgrave Lithium Property is subject to a 1.5%
NSR royalty, which the Company will have the option to reduce the NSR by 0.75% to 0.75% by paying $500,000.
(e) | Electron Lithium Property |
On March 2, 2022, the Company entered into a purchase
agreement to acquire a 100% interest in the Electron Lithium property (the “Electron Agreement”). The Electron Lithium property
is comprised of 438 mineral claims covering approximately 30,000 hectares of prospective land around the Augustus Lithium Property in
western Quebec.
On November 8, 2022, the Company completed the required
option payments and share issuances to acquire a 100% interest in the Electron Lithium property.
The Electron Lithium property is subject to a 3% Gross
Metal Royalty (“GMR”), which the Company will have the option to reduce the GMR by 1.0% to 2.0% by paying $1,000,000.
On November 14, 2022, the Company entered into a joint
venture agreement (the “Infini Joint Venture Agreement”) with Infini Resources Pty Ltd. (“Infini Resources”) whereby
Infini Resources may earn a 100% interest in 230 of the 438 mineral claims comprising the Electron Lithium Property.
FE BATTERY METALS CORP.
Notes to the Condensed Interim Financial Statements
For the six months ended September 30, 2024 and 2023
(Unaudited - expressed in Canadian dollars) |
| 6. | Exploration and Evaluation Assets (continued) |
| (e) | Electron Lithium Property (continued) |
Pursuant to the Infini Joint Venture Agreement, Infini
Resources earned an initial 50% interest by making initial cash payments of AUD$600,000 (CAD$530,925). Upon exercising the option, a joint
venture will also be formed between FE Battery and Infini Resources to further advance the project. Infini Resources has the option to
acquire an additional 25% by making a further AUD$150,000 payment and issuing shares of Infini Resources in the value of AUD$150,000 within
18 months of earning its initial 50% interest. Infini Resources may then acquire the remaining 25% interest, for a 100% beneficial interest
by making a further payment AUD$300,000 and issuing shares of Infini Resources in the value of AUD$300,000 within 12 months of earning
its 75% interest. To date, Infini Resources has not exercised its option to acquire an additional 25% interest.
The Infini Joint Venture Agreement may be terminated
in certain circumstances, including by FE Battery if certain milestones are not met in accordance with the agreement.
On January 3, 2022, the Company entered into an option
agreement to acquire a 100% interest in the Falcon Lake property (the “Falcon Lake Agreement”). The Falcon Lake property is
comprised of 48 mineral claims covering approximately 1,000 hectares located in the Thunder Bay Mining Division, Ontario.
On September 30, 2022, the Company entered into an
amended option agreement which amended certain cash payments, share issuances and exploration expenditures due dates and requirements
of the Option Agreement.
On October 21, 2022, the Company completed the required
option payments and share issuances to acquire a 100% interest in the Falcon Lake property.
On January 27, 2023, the Company executed a joint
venture agreement (the “Battery Age Minerals Joint Venture Agreement”) with Battery Age Minerals Limited (“Battery Age
Minerals”) whereby Battery Age Minerals may earn a 100% interest in the Falcon Lake Property.
Pursuant to the Battery Age Minerals Joint Venture
Agreement, Battery Age Minerals earned an initial 65% interest by making the initial option payments of AUD$150,000 (CAD$139,358) and
issuing to the Company 1,375,000 of Battery Age Mineral shares valued at $513,975. Battery Age Minerals earned a further 25% interest,
for an aggregate 90% interest, by issuing a further 750,000 shares of Battery Age Minerals valued at $290,295 and by making a cash payment
of AUD$50,000 (CAD$46,175). Battery Age Minerals may acquire the remaining 10% interest, for a 100% beneficial interest by making a further
payment equal to the lower of the price determined by independent valuation or AUD$2 million. Upon Battery Age Minerals earning its 90%
interest, a joint venture was deemed to have been formed between FE Battery and Battery Age Minerals to further advance the project.
The option agreement may be terminated in certain
circumstances, including by FE Battery if certain milestones are not met in accordance with the agreement.
(g) | Jubilee Lithium Property |
On December 1, 2022, the Company entered into an option
agreement to acquire a 100% interest in the Jubilee Lithium Property. The property consists of 10 mining claims covering approximately
3,300 hectares area located in Ear Falls, Ontario.
FE BATTERY METALS CORP.
Notes to the Condensed Interim Financial Statements
For the six months ended September 30, 2024 and 2023
(Unaudited - expressed in Canadian dollars) |
| 6. | Exploration and Evaluation Assets (continued) |
(g) | Jubilee Lithium Property (continued) |
Under the terms of the Jubilee Lithium Agreement,
the Company acquired a 100% interest in the property by completing the required option payments.
During the year ended March 31, 2024, the Company
decided it would not be pursuing any further exploration work on the Jubilee Lithium Property and the claims were allowed to lapse and
the Company wrote-off all deferred costs incurred to date.
(h) | Kokanee Creek Gold and Independence Gold Properties |
On March 17, 2020, the Company entered in an option
agreement to acquire a 100% interest in the Kokanee Creek and Independence Gold Properties (the “Properties”). The Properties
are located in British Columbia and consist of 5 claims covering 2,690 hectares.
On February 28, 2021 and again on August 13, 2021,
the Company entered into amended option agreements which amended the due dates for certain cash payments, share issuances and exploration
expenditure requirements of the option agreement.
As of March 31, 2022, under the terms of the Properties
amended option agreement, the Company had acquired a 100% interest in the Kokanee Creek Property by completing the required option payments,
common share issuances and exploration expenditures.
The Properties are subject to a 2.0% NSR royalty of
which the Company will have the option to reduce the NSR by 1.0% by paying $1,000,000.
During the year ended March 31, 2021, the Company
decided it would not be pursuing any further exploration work on the Independence Gold property and wrote-off all deferred costs incurred
to date.
(i) | Lac Marion Uranium Property |
On June 10, 2024, the Company entered into an option
agreement to acquire a 100% interest in the Lac Marion Uranium Property. The property consists of 47 mining claims covering approximately
2,760 hectares area in two claim blocks on land located about 40 kilometres northeast of Mont Laurier in Quebec.
Under the terms of the Lac Marion Agreement, the Company
has the option to acquire a 100% interest in the property by completing the following option payments:
Due Dates | |
Issuance of FE
Battery common
shares | |
Exploration Expenditures $ | |
On signing | |
250,000 | |
Nil | |
June 10, 2025 | |
750,000 | |
100,000 | |
June 10, 2026 | |
- | |
900,000 | |
The Lac Marion property has a 1% GMR payable to the
optionor of which the Company will have the option to buy-out of 0.5% by paying $1,000,000.
FE BATTERY METALS CORP.
Notes to the Condensed Interim Financial Statements
For the six months ended September 30, 2024 and 2023
(Unaudited - expressed in Canadian dollars) |
| 6. | Exploration and Evaluation Assets (continued) |
(i) | McNeely Lithium Property |
Pursuant to the McNeely Lithium Property purchase
agreement entered on June 7, 2021, the Company acquired a 100% interest in the McNeely Lithium Property, by issuing 526,316 common shares
and paying $250,000. The McNeely Lithium Property is located in Quebec and consists of 66 claims covering approximately 2,400 hectares.
The McNeely Lithium Property is subject to a 3.0% GMR. Certain of the claims are subject to a pre-existing 1.0% NSR. The Company will
have the option to purchase the NSR by paying $200,000 to the NSR holder.
On June 13, 2022, the Company entered into an option
agreement to acquire a 100% interest in the North Spirit Property. The property consists of 124 mining claims covering approximately 2,500
hectares area in two claim blocks on crown land in northwestern Ontario and is located about 175 kilometres to the north of Red Lake,
Ontario.
On October 26, 2022, the Company entered into an amended
option agreement which amended the certain cash payments, share issuances and exploration requirements of the option agreement.
Under the terms of the amended North Spirit option
agreement, the Company acquired a 100% interest in the North Spirit Property by completing the share issuance of 1,105,262 common shares.
The North Spirit property has a 1% GMR payable to
the optionor.
During the year ended March 31, 2024, the Company
decided it would not be pursuing any further exploration work on the North Spirit property and wrote-off all deferred costs incurred to
date.
(k) | Pontax West Lithium Property |
On October 13, 2023, the Company entered into an option
agreement to acquire a 100% interest in the Pontax West Lithium Property (the “Pontax Lithium Agreement”). The property consists
of 72 mining claims covering over 3,800 hectares in the James Bay lithium region of northern Quebec.
On September 13, 2024, the Company entered into an
amended option agreement which amended the certain share issuances and exploration requirements of the option agreement.
Under the terms of the amended Pontax West Lithium
agreement, the Company has the option to acquire a 100% interest in the property by issuing 2,500,000 common shares.
The Pontax West Lithium property has a 1.5% GMR payable
to the optionor.
(l) | Rose West Lithium Property |
On November 25, 2022, the Company entered into an
option agreement to acquire a 100% interest in the Rose West Property. The Rose West Lithium property is located in the James Bay region
of northern Quebec and consists of 32 mining claims covering approximately 1,700 hectares within townships.
On December 9, 2022, the Company entered into amended
option agreement to which the Company could acquire a 100% interest in the property by issuing 1,300,000 shares and granted the Company
a 1% GMR. On April 5, 2023, the Company issued the required shares to acquire a 100% interest in the Rose West Lithium property.
The Rose West Lithium property has a 1% GMR payable
to the optionor upon the commencement of commercial production.
FE BATTERY METALS CORP.
Notes to the Condensed Interim Financial Statements
For the six months ended September 30, 2024 and 2023
(Unaudited - expressed in Canadian dollars) |
| 6. | Exploration and Evaluation Assets (continued) |
(m) | Rose East Lithium Property |
On March 4, 2023, the Company entered into an option
agreement to acquire a 100% interest in the Rose East Lithium Property (“Rose East Lithium”). The Rose East Lithium Project
consists of 59 mining claims covering approximately 3,100 hectares in northern Quebec.
Under the terms of the Rose East Lithium Agreement,
the Company has the option to acquire a 100% interest in the property by completing the following option payments:
Due Dates | |
Issuance of FE Battery
common shares | |
March 4, 2023 (issued) | |
| 1,500,000 | |
March 4, 2024 | |
| 1,500,000 | |
The Rose East Lithium Property is subject to a 1.0%
GMR, which the Company may repurchase by paying $1,000,000 for each 0.5%.
At September 30, 2024, the Company and the Optionor
are in discussions to amend and extend the option terms of the March 3, 2023 option agreement.
Exploration and
evaluation expenditures recorded in the statements of loss and comprehensive loss for the six months ended September 30, 2024 and 2023
are as follows:
| |
| | |
| | |
| | |
| | |
Geological | | |
| |
| |
| | |
| | |
| | |
| | |
and | | |
Total | |
Six months ended | |
Assay and | | |
Drilling and | | |
Field | | |
Geological | | |
Technical | | |
September 30, | |
September 30, 2024 | |
sampling | | |
mobilization | | |
expenditures | | |
Consulting | | |
Services | | |
2024 | |
Quebec | |
| | |
| | |
| | |
| | |
| | |
| |
Augustus, Abitibi, Canadian and McNeely Lithium | |
$ | - | | |
$ | 36,600 | | |
$ | - | | |
$ | - | | |
$ | 4,500 | | |
$ | 41,100 | |
Lac Marion Uranium | |
| - | | |
| - | | |
| 60,865 | | |
| 33,500 | | |
| - | | |
| 94,365 | |
General Exploration | |
| - | | |
| - | | |
| - | | |
| - | | |
| 3,849 | | |
| 3,849 | |
Total | |
$ | - | | |
$ | 36,600 | | |
$ | 60,865 | | |
$ | 33,500 | | |
$ | 8,349 | | |
$ | 139,314 | |
| |
| | |
| | |
| | |
| | |
Geological | | |
| |
| |
| | |
| | |
| | |
| | |
and | | |
Total | |
Six
months ended | |
Assay
and | | |
Drilling
and | | |
Field | | |
Geological | | |
Technical | | |
September 30, | |
September
30, 2023 | |
sampling | | |
mobilization | | |
expenditures | | |
Consulting | | |
Services | | |
2023 | |
Quebec | |
| | |
| | |
| | |
| | |
| | |
| |
Trix
Lithium | |
| - | | |
| - | | |
| 45,000 | | |
| 54,000 | | |
| - | | |
| 99,000 | |
Augustus,
Abitibi, Canadian and McNeely Lithium | |
| 60,342 | | |
| 305,635 | | |
| 171,604 | | |
| 167,958 | | |
| 305,841 | | |
| 1,011,380 | |
General
Exploration | |
| - | | |
| - | | |
| - | | |
| - | | |
| 14,400 | | |
| 14,400 | |
Total | |
$ | 60,342 | | |
$ | 305,635 | | |
$ | 216,604 | | |
$ | 221,958 | | |
$ | 320,241 | | |
$ | 1,124,780 | |
FE BATTERY METALS CORP.
Notes to the Condensed Interim Financial Statements
For the six months ended September 30, 2024 and 2023
(Unaudited - expressed in Canadian dollars) |
7. | Accounts Payable and Accrued Liabilities |
| |
| September 30,
2024 | | |
| March 31,
2024 | |
Trade and other payables | |
$ | 266,290 | | |
$ | 206,583 | |
Accrued liabilities | |
| 30,000 | | |
| 30,000 | |
Total | |
$ | 296,290 | | |
$ | 236,583 | |
| 8. | Related Party Transactions and Balances |
Remuneration of directors and key management personnel
of the Company for the six months ended September 30, 2024 and 2023 were as follows:
| |
For the three months ended
September 30,
| | |
For the six months ended
September 30,
| |
| |
2024 | | |
2023 | | |
2024 | | |
2023 | |
Consulting fees charged by directors of the Company | |
$ | 2,400 | | |
$ | 10,000 | | |
$ | 5,600 | | |
$ | 10,000 | |
Exploration consulting fees charged by directors | |
| - | | |
| 4,500 | | |
| - | | |
| 9,500 | |
Salaries, fees and benefits | |
| 71,550 | | |
| 50,000 | | |
| 136,950 | | |
| 100,000 | |
Share-based payments | |
| - | | |
| 246,750 | | |
| 177,788 | | |
| 1,368,843 | |
Related party balances as at September 30, 2024 and
March 31, 2024 were as follows:
| |
| September 30,
2024 | | |
| March 31,
2024 | |
Amounts due to directors and officers of the Company | |
$ | 101,243 | | |
$ | 171,294 | |
Amounts due to companies controlled by directors and officers | |
| 96,700 | | |
| 83,575 | |
| |
$ | 197,943 | | |
$ | 254,869 | |
The directors’ and officers’ balances
also include fees and expenses owing to directors and officers incurred in the normal course of business.
(a) | Authorized - Unlimited number of common shares without par value. |
The Company had 52,585,286 common shares issued and
outstanding as at September 30, 2024 and 50,846,146 common shares issued and outstanding as at March 31, 2024.
Fiscal 2025
During the six months ended September 30, 2024:
| i) | On April 18, 2024, the Company closed a non-brokered private placement for 1,739,130 Quebec flow-through
shares (“QFT share”) priced at $0.23 per QFT share for gross proceeds of $400,000. The Company recognized a liability for
flow-through shares of $86,957 and Company also paid finder’s fees of $24,000. |
FE BATTERY METALS CORP.
Notes to the Condensed Interim Financial Statements
For the six months ended September 30, 2024 and 2023
(Unaudited - expressed in Canadian dollars) |
| 9. | Share Capital (continued) |
(b) | Issued share capital (continued) |
Fiscal 2024
During the six months ended September 30, 2023:
| i) | On April 3, 2023, the Company issued 1,500,000 common shares value at $975,000, pursuant the Senay Lithium |
property option agreement and 83,333 common
shares valued at $54,166, pursuant the Trix Lithium property option agreement;
| ii) | On April 5, 2023, the Company issued 1,300,000 common shares valued at $884,000, pursuant the Rose West
Lithium property option agreement to acquire a 100% interest in the property; |
| iii) | On May 26, 2023, the Company issued 550,000 Restricted Share Units valued $324,500 to director, officers,
and consultants of the Company; |
| iv) | On June 9, 2023, the Company closed a non-brokered private placement consisting of 1,338,461 Quebec flow-through
shares (“QFT share”) priced at $0.65 per QFT share and 573,770 National flow through shares (“NFT share”) priced
at $0.61 per NFT share for aggregate gross proceeds of $1,220,000. The Company recognized a liability for flow-through shares of $149,150.
The Company also paid finder’s fees of $73,200; and |
| v) | On September 22, 2023, the Company issued 175,000 common shares value at $82,250, pursuant the Cosgrave
Lithium property option agreement as well as issued 875,000 Restricted Share Units valued $411,250 to director, officers, and consultants
of the Company. |
The Company has a shareholder approved “rolling”
stock option plan (the “Plan”) in compliance with the CSE’s policies. Under the Plan, the maximum number of shares reserved
for issuance may not exceed 10% of the total number of issued and outstanding common shares at the time of granting. The exercise price
of each stock option shall not be less than the discounted market price of the Company’s stock at the date of grant. Such options
will be exercisable for a period of up to 10 years from the date of grant. In connection with the foregoing, the number of common shares
reserved for issuance to any one optionee will not, within a twelve-month period, exceed five percent (5%) of the issued and outstanding
common shares and the number of common shares reserved for issuance to all technical consultants will not exceed, within a twelve-month
period, two percent (2%) of the issued and outstanding common shares. Options may be exercised no later than 90 days following cessation
of the optionee’s position with the Company or 30 days following cessation of an optionee conducting investor relations activities’
position.
The continuity for stock options for the six months
ended September 30, 2024 is as follows:
| |
Number
of Shares | | |
Weighted Average
Exercise
Price | |
Balance, fully vested and exercisable at March 31, 2024 | |
| 3,560,526 | | |
$ | 0.79 | |
Granted | |
| 1,200,000 | | |
$ | 0.18 | |
Balance, fully vested and exercisable at September 30, 2024 | |
| 4,760,526 | | |
$ | 0.63 | |
FE BATTERY METALS CORP.
Notes to the Condensed Interim Financial Statements
For the six months ended September 30, 2024 and 2023
(Unaudited - expressed in Canadian dollars) |
| 9. | Share Capital (continued) |
c) | Stock Options (continued) |
As at September 30, 2024, the following stock options
were outstanding:
Expiry Date | |
Number Outstanding and Exercisable | | |
Weighted average exercise price | | |
Average Remaining Contractual Life | |
February 9, 2026 | |
| 694,737 | | |
$ | 0.80 | | |
| 1.37 | |
February 11, 2026 | |
| 342,105 | | |
$ | 1.33 | | |
| 1.37 | |
April 26, 2026 | |
| 1,200,000 | | |
$ | 0.18 | | |
| 1.57 | |
May 14, 2026 | |
| 223,684 | | |
$ | 1.33 | | |
| 1.62 | |
July 13, 2026 | |
| 236,842 | | |
$ | 0.95 | | |
| 1.79 | |
January 6, 2027 | |
| 63,158 | | |
$ | 1.33 | | |
| 2.27 | |
May 25, 2028 | |
| 2,000,000 | | |
$ | 0.59 | | |
| 3.68 | |
| |
| 4,760,526 | | |
$ | 0.63 | | |
| 2.44 | |
d) | Share Purchase Warrants |
The continuity for share purchase warrants for the
six months ended September 30, 2024 is as follows:
| |
| Number of Warrants | | |
| Weighted Average Exercise Price | |
Balance, March 31, 2024 | |
| 1,381,537 | | |
$ | 1.11 | |
Expired | |
| (453,759 | ) | |
$ | 1.71 | |
Balance, September 30, 2024 | |
| 927,778 | | |
$ | 0.65 | |
As at September 30, 2024, the following share purchase
warrants issued in connection with private placements were outstanding:
Expiry Date | |
|
|
Exercise Price | | |
Number Outstanding and
Exercisable | | |
Average Remaining Contractual Life | |
November 9, 2025 | |
|
$ |
0.65 | | |
| 888,889 | | |
| 1.11 | |
November 20, 2025 | |
|
$ |
0.65 | | |
| 38,889 | | |
| 1.14 | |
| |
|
|
| | |
| 927,778 | | |
| 1.11 | |
The Company has a shareholder approved “10%
rolling” restricted share unit plan (the “RSU Plan”) in compliance with the CSE’s policies. Under the RSU Plan,
the maximum number of RSU’s reserved for issuance may not exceed 10% of the total number of issued and outstanding common shares
at the time of granting.
A summary of the Company’s restricted share
units as at September 30, 2024 is as follows:
| |
RSU’s outstanding | |
Balance, March 31, 2024 | |
| - | |
Granted | |
| 2,000,000 | |
Balance, September 30, 2024 | |
| 2,000,000 | |
FE BATTERY METALS CORP.
Notes to the Condensed Interim Financial Statements
For the six months ended September 30, 2024 and 2023
(Unaudited - expressed in Canadian dollars) |
| 9. | Share Capital (continued) |
e) | Restricted share units (continued) |
As at September 30, 2024, the following restricted
share units were outstanding:
| |
Issued | | |
Exercised | | |
Outstanding | | |
Exercisable | |
Granted - April 22, 2024 | |
| 2,000,000 | | |
| - | | |
| 2,000,000 | | |
| 1,000,000 | |
Balance, September 30, 2024 | |
| 2,000,000 | | |
| - | | |
| 2,000,000 | | |
| 1,000,000 | |
Fiscal 2025
On April 23, 2024, the Company granted 2,000,000 restricted
share units to officers, directors and consultants of the Company. The restricted share units vest 50% vest in four months and 50% vest
in eight months. The Company recorded $109,375 of share-based payments on the granted RSU’s during the six months ended September
30, 2024.
f) | Share-Based Payments Reserve |
The share-based payment reserve records items recognized
as stock-based compensation expense and other share-based payments. This reserve also includes the value attributed to warrants on unit
private placements. At the time that the stock options or warrants are exercised, the corresponding amount will be transferred to share
capital.
The fair value of each option granted to employees,
officers, and directors was estimated on the date of grant using the Black-Scholes option-pricing model.
Fiscal 2025
On April 23, 2024, the Company granted 2,000,000 restricted
share units to officers, directors and consultants of the Company. The restricted share units vest 50% vest in four months and 50% vest
in eight months. The fair value of the RSU’s was $109,375 and calculated by multiplying the Company’s share price at grant
date by the number of RSU’s granted. The fair value will be recognized as the RSU’s vest.
On April 26, 2024, the Company granted 1,200,000 incentive
stock options to consultants and all of which vested at the date of grant. The options are exercisable at $0.18 per share, expiring on
April 25, 2026. The fair value of these options was $131,314 and was calculated using the Black-Scholes pricing model, based on the following
assumptions: weighted average risk-free interest rate of 4.33%, volatility factor of 129.06% and an expected life of two years.
The Company recorded $240,689 of share-based payments
on the granted RSU’s and stock options during the six months ended September 30, 2024.
Fiscal 2024
On May 26, 2023, the Company granted 550,000 RSU’s
to directors, officers, and consultants and all vested and were issued on the grant date. The fair value of the RSU’s was $324,500
and calculated by multiplying the Company’s share price at grant date by the number of RSU’s granted.
On May 26, 2023, the Company granted 2,000,000 incentive
stock options to consultants and all of which vested at the date of grant. The options are exercisable at $0.59 per share, expiring on
May 25, 2026. The fair value of these options was $1,105,283 and was calculated using the Black-Scholes pricing model, based on the following
assumptions: weighted average risk-free interest rate of 3.57%, volatility factor of 162.51% and an expected life of five years.
On September 22, 2023, the Company granted 875,000
restricted share units valued at $411,250 to officers, directors, and consultants of the Company. The restricted share units vest immediately
and are subject to a four month hold period from the date of grant.
The Company recorded $1,841,033 of share-based payments
on the granted RSU’s during the six months ended September 30, 2023.
FE BATTERY METALS CORP.
Notes to the Condensed Interim Financial Statements
For the six months ended September 30, 2024 and 2023
(Unaudited - expressed in Canadian dollars) |
The Company operates in one business segment being
the acquisition and exploration of exploration and evaluation assets and operates in one geographic segment being Canada. The total assets
relate to exploration and evaluation assets and have been disclosed in Note 6.
| 11. | Financial Instruments and Risk Management |
Fair Value
IFRS 7 establishes a fair value hierarchy that prioritizes
the input to valuation techniques used to measure fair value as follows:
Level 1 – Unadjusted quoted prices in active
markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.
Level 2 – Quoted prices in markets that are
not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; and
Level 3 – Prices or valuation techniques that
require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).
The following provides the valuation method of the
Company’s financial instruments as at September 30, 2024 and March 31, 2024:
| |
| | |
September 30, 2024 | | |
March 31, 2024 | |
Cash | |
1 | | |
$ | 1,730,199 | | |
$ | 1,704,908 | |
Reclamation deposits | |
1 | | |
| 11,000 | | |
| 11,000 | |
Market securities | |
1 | | |
| 218,159 | | |
| 187,425 | |
Financial Liabilities | |
1 | | |
| 494,233 | | |
| 491,452 | |
Financial Risk Management
The Company’s activities expose it to a variety
of financial risks including credit risk, liquidity risk and market risk.
Liquidity Risk
Liquidity risk is the risk that an entity will encounter
difficulty in raising funds to meet commitments associated with financial instruments. The Company attempts to manage liquidity risk by
maintaining a sufficient cash balance. As at September 30, 2024, the Company had cash of $1,730,199 to settle current liabilities of $494,233.
Further information relating to liquidity risk is disclosed in Note 1.
Interest Rate Risk
The Company has no significant exposure at September
30, 2024, to interest rate risk through its financial instruments.
Credit Risk
Credit risk is the risk that one party to a financial
instrument will fail to discharge an obligation and cause the other party to incur a financial loss. Financial instruments that potentially
subject the Company to credit risk consist of cash, short-term investment, reclamation bonds and amounts receivable. The carrying amount
of financial assets recorded in the consolidated financial statements, net of any allowances for losses, represents the maximum exposure
to credit risk.
The Company deposits its cash with a high credit quality
major Canadian financial institution as determined by ratings agencies. The Company does not invest in asset-backed deposits or investments
and does not expect any credit losses. To reduce credit risk, the Company regularly reviews the collectability of its amounts receivable
and establishes an allowance.
FE BATTERY METALS CORP.
Notes to the Condensed Interim Financial Statements
For the six months ended September 30, 2024 and 2023
(Unaudited - expressed in Canadian dollars) |
| 11. | Financial Instruments and Risk Management (continued) |
based on its best estimate of potentially uncollectible
amounts. The Company historically has not had difficulty collecting its amounts receivable.
Currency Risk
The Company has no significant exposure at September
30, 2024, to currency risk through its financial instruments.
Financial assets and financial liabilities that bear
interest at fixed rates are subject to fair value interest rate risk. In respect of financial assets, the Company’s policy is to
invest cash at floating rates of interest in order to maintain liquidity while achieving a satisfactory return. Fluctuations in interest
rates impact the amount of return the Company may realize but interest rate risk is not significant to the Company.
There were no transfers from levels or change in
the fair value measurements of financial instruments for the period ended September 30, 2024 and year ended March 31, 2024.
The Company primarily considers shareholders’
equity in the management of its capital. The Company manages its capital structure and makes adjustments to it based on funds available
to the Company, in order to support exploration and development of mineral properties. The Board of Directors has not established quantitative
capital structure criteria management but will review on a regular basis the capital structure of the Company to ensure its appropriateness
to the stage of development of the business.
The Company’s objectives when managing capital
are:
● To maintain and safeguard its accumulated
capital in order to provide an adequate return to shareholders by maintaining sufficient level of funds, to support continued evaluation
and maintenance of the Company’s existing properties, and to acquire, explore and develop other precious metals, base metals, and
industrial mineral deposits;
● To invest cash on hand in highly liquid and
highly rated financial instruments with high credit quality issuers, thereby minimizing the risk and loss of principal; and
● To obtain the necessary financing if and when
it is required.
The properties in which the Company currently holds
an interest are in the exploration stage and the Company is dependent on external financing to explore and take the project to development.
In order to carry out planned exploration and development and pay for administrative costs, the Company will spend its existing working
capital and attempt to raise additional amounts as needed.
Management reviews its capital management approach
on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable.
In order to facilitate the management of capital and
development of its mineral properties, the Company’s management informs the Board of Directors as to the quantum of expenditures
for review and approval prior to commencement of work. In addition, the Company may issue new equity, incur additional debt, enter into
joint venture agreements, or dispose of certain assets. When applicable, the Company’s investment policy is to hold cash in interest
bearing accounts at high credit quality financial institutions to maximize liquidity. In order to maximize ongoing development efforts,
the Company does not pay dividends. The Company expects to continue to raise funds, from time to time, to continue meeting its capital
management objectives.
There were no changes in the Company’s approach
to capital management during the period ended September 30, 2024, compared to the year ended to March 31, 2024. The Company is not subject
to externally imposed capital requirements. Further information relating to management of capital is disclosed in Note 1.
FE BATTERY METALS CORP.
Notes to the Condensed Interim Financial Statements
For the six months ended September 30, 2024 and 2023
(Unaudited - expressed in Canadian dollars) |
On October 17, 2024, the Company closed the first
tranche of the non-brokered private placement and issued 8,750,000 flow-through common shares at a price of $0.08 cents per share for
gross proceeds of $700,000 and will pay 6% in finders’ fees of $42,000.
Exhibit 99.2
MANAGEMENT’S
DISCUSSION & ANALYSIS
For the six months ended September 30, 2024
FE
Battery Metals Corp.
Management’s
Discussion & Analysis
For the six months ended September 30, 2024 |
The following Management Discussion and Analysis
(“MD&A”) of the financial condition and results of operations of FE Battery Metals Corp. (“FE Battery” or
the “Company”) should be read in conjunction with the accompanying unaudited condensed interim financial statements and related
notes thereto for the six-months ended September 30, 2024 and 2023, (the “Financial Report”).
FE Battery Metals Corp. (“FE Battery”
or the “Company”) was incorporated on October 12, 1966 in the Province of British Columbia under the Business Corporations
Act of British Columbia, and its principal business activity is the exploration of mineral properties in Canada.
The Company’s common shares trade on the
Canadian Securities Exchange (FE), the OTCBB Exchange (FEMFF) and the Frankfurt Exchange (A2JC89).
Unless indicated otherwise, all financial data
in this MD&A has been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the
International Accounting Standards Board (“IASB”) and interpretations of the International Financial Reporting Interpretations
Committee (“IFRIC”).
FE Battery is a junior resource company engaged
in the exploration and development of mineral properties. It currently maintains early-stage exploration properties in Canada
This discussion focuses on key statistics from
the unaudited condensed interim financial statements for the six-month period ended September 30, 2024 and up to the date of this MD&A
and pertains to known risks and uncertainties relating to the gold exploration and development and mining industry. This discussion should
not be considered all-inclusive, as it excludes changes that may occur in general economic, political, and environmental conditions.
This MD&A contains information to November
27, 2024.
Additional information relating to the Company
is available on SEDAR at www.sedarplus.ca and on the Company’s website www.febatterymetals.com.
| ● | On
October 17, 2024, the Company closed the first tranche of the non-brokered private placement
and issued 8,750,000 flow-through common shares at a price of $0.08 cents per share for gross
proceeds of $700,000 and will pay 6% in finders’ fees of $42,000; |
| ● | The
Company commenced its 2024 exploration program at the Augustus lithium property. This program
will include trenching, stripping and channel sampling focused on lithium anomalies identified
through 2023 soil sampling efforts. Additionally, new soil sampling grids will be established
on the property to identify further lithium exploration targets. The field crew will mobilize
to the project in the by mid-September, 2024; and |
FE
Battery Metals Corp.
Management’s
Discussion & Analysis
For the six months ended September 30, 2024 |
| ● | On
April 18, 2024, the Company closed a private placement for gross proceeds of $400,000, by
issuing 1,739,130 flow-through shares priced at $0.23 per flow-through share and paid finder’s
fees of $24,000; |
OVERVIEW OF PROJECTS
| 1.2 | Augustus Lithium Property, Quebec |
The Augustus Lithium Property is located in Landrienne
& Lacorne-Townships, Quebec, Canada. The Augustus Lithium property is comprised of 21 mineral claims covering over 900 hectares located
in the Abitibi area of western Quebec.
In November 2022, the Company completed the required
option payments, common share issuances and exploration expenditures to acquire 100% interest of the Augustus Lithium property. The property
is also subject to a 2.0% NSR.
The Augustus Property is a part of the Preissac–Lacorne
pegmatite fields where spodumene bearing lithium pegmatites were discovered in 1940s’. The geology and the mineralization of the Augustus
property are similar to the geology and mineralization of the Quebec Lithium Mine located approximately 6 kilometers to the southeast
of the property. It has excellent infrastructure support with road network, railway, electricity, water, and trained manpower available
locally. Geologically the Preissac-Lacorne area lies within a belt of volcanic and sedimentary rocks intruded to the north by LaMotte
batholiths and to the south by the Preissac batholiths and Moly Hill pluton.
There are several historical and currently active
lithium and molybdenum prospects/mines located approximately 3 km to 20 km from the property. Some of the important prospects/mines are:
Mine Quebec Lithium which was formerly owned by RB Energy, Authier Lithium owned by Sayona Mining of Australia, Valor Lithium, Duval Lithium,
Lacorne Lithium, International Lithium, Vallee Lithium, and Moly Hill Mine. All these projects / prospects are at various stages of exploration
and development, out of which Mine Quebec Lithium is the most advanced project followed by Authier lithium project.
The Company commenced its 2024 exploration program
at the Augustus lithium property. This program will include trenching, stripping and channel sampling focused on lithium anomalies identified
through 2023 soil sampling efforts. Additionally, new soil sampling grids will be established on the property to identify further lithium
exploration targets. The field crew will mobilize to the project in the by mid-September, 2024.
Fiscal 2024 Exploration Highlights:
In December 2023, the Company announced the assay
results from its August to October 2023 sampling program. A total of 995 samples were collected from grid sampling on six select areas
(Grids A-F) located south of the main known mineralization. Anomalous lithium values returned from Grids C, D, E and F indicate great
potential for new LCT (lithium-cesium-tantalum) pegmatite target areas for further exploration.
FE
Battery Metals Corp.
Management’s
Discussion & Analysis
For the six months ended September 30, 2024 |
Assay Highlights
Soil survey Grid C stands out well with a NW-SE
trending lithium (Li) anomaly in the eastern part of the grid The revealed trend is still open to the southeast and possesses coincident
anomalous values of cesium (Cs), niobium (Nb) and tantalum (Ta). The results of Grid C occur far to the south of the main Augustus pegmatites
but show a trend roughly parallel to Augustus and the NAL pegmatites. This area has been selected to be a priority target for FE for the
discovery of a new LCT type pegmatite zone.
Soil survey Grid D uncovered another priority
target with a roughly E-W zone of strong lithium values which appears to curve to a N-S orientation within the western portion of the
sample grid. The anomalous lithium trend is open both to the north and south and contains coincident anomalous values of Cs, Nb and Ta.
Soil survey Grid F covered a large zone of continuous
anomalous lithium values that occur roughly over 100 to 300 meters in width and 1 kilometer south to north in the eastern half of the
sampled grid Anomalous niobium (Nb) and rubidium (Rb) occur with the lithium. FE plans to return to this area with the intent of extending
Grid F to test if the Li, Nb and Rb anomaly continuous further north as the grid terminated in high values.
Soil survey Grid E returned elevated lithium values
all over the grid except for a low-grade area in the eastern part of the grid.
Soil grids A and B returned isolated anomalous
lithium values but contained no definite trend.
Qualified Person
Technical data pertaining to the properties above
was reviewed and approved by Afzaal Pirzada, P.Geo., who is FE Battery Metals Corp.’s qualified person under National Instrument
43-101.
| 1.3 | DISCUSSION OF OPERATIONS |
For the six-months end September 30, 2024, compared to six-months
ended September 30, 2023
The net loss and comprehensive loss for the six-months
ended September 30, 2024 (“Current Period”) was $925,861, a decrease of $2,945,815 over the net loss and comprehensive loss
for the six-months ended September 30, 2023 (“Comparative Period”) of $3,871,676. The significant differences between the
two periods are as follows:
| ● | Exploration
and evaluations expenditures were $139,314 in the Current Period, a decrease of $985,466
over the Comparative Period expenditures of $1,124,780. The Comparative Period expenditures
were higher due to the Augustus Lithium Property drill program conducted during the period; |
| ● | Investor
relations were $328,492 in the Current Period, a decrease of 270,319 in expenditures over
the Comparative Period expenditures of $598,811. Investor relations consist of North American
and European Investor Marketing programs; and |
FE
Battery Metals Corp.
Management’s
Discussion & Analysis
For the six months ended September 30, 2024 |
| ● | Share-based
payments expense was $240,689 in the Current Period, while the Comparative Period was $1,841,033.
The expense was the estimated fair value of the stock options and restricted share units
granted to directors, officers, and consultants during the Current Period. |
| 1.4 | SUMMARY OF QUARTERLY RESULTS |
The financial results for each
of the eight most recently completed quarters are summarized below:
| |
| September 30, 2024 | | |
| June 30, 2024 | | |
| March 31, 2024 | | |
| December 31, 2023 | |
Net revenues | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | |
Net loss | |
$ | (369,514 | ) | |
$ | (552,325 | ) | |
$ | (1,059,793 | ) | |
$ | (1,703,604 | ) |
Per share | |
$ | (0.01 | ) | |
$ | (0.01 | ) | |
$ | (0.02 | ) | |
$ | (0.03 | ) |
| |
| September 30, 2023 | | |
| June 30, 2023 | | |
| March 31, 2023 | | |
| December 31, 2022 | |
Net revenues | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | |
Net loss | |
$ | (1,866,040 | ) | |
$ | (2,005,636 | ) | |
$ | (3,927,459 | ) | |
$ | (794,743 | ) |
Per share | |
$ | (0.04 | ) | |
$ | (0.04 | ) | |
$ | (0.15 | ) | |
$ | (0.03 | ) |
Significant variations in the net loss between
periods are primarily due to the write-down of exploration and evaluation assets, and share-based compensation as well as fluctuations
in general administrative and shareholder communications expenses.
| 1.5 | LIQUIDITY AND CAPITAL RESOURCES |
Since inception, the Company’s capital resources
have been primarily limited to proceeds raised from equity financings. The Company’s liquidity depends primarily on its ability
to obtain external financing to meet the Company’s future operating expenditures.
The Company is not exposed to any externally imposed
capital requirements. There were no changes in the Company’s approach to capital management during the period.
FE Battery began the period ended September 30,
2024, with $1,704,908 in cash. During the period ended September 30, 2024, the Company expended $350,709 on operating activities, net
of working capital changes, and generated $376,000 from financing activities which was attributable to net proceeds from share issuances,
to end at September 30, 2024 with $1,730,199 in cash.
On April 18, 2024, the Company closed a non-brokered
private placement for 1,739,130 Quebec flow-through shares (“QFT share”) priced at $0.23 per QFT share for gross proceeds
of $400,000. The Company recognized a liability for flow-through shares of $86,957 and Company also paid finder’s fees of $24,000.
FE
Battery Metals Corp.
Management’s
Discussion & Analysis
For the six months ended September 30, 2024 |
On October 17, 2024, the Company closed the first
tranche of the non-brokered private placement and issued 8,750,000 flow-through common shares at a price of $0.08 cents per share for
gross proceeds of $700,000 and will pay 6% in finders’ fees of $42,000.
At September 30, 2024, FE Battery had working
capital of $1,282,203, compared to working capital of $1,678,090 at March 31, 2024, and an accumulated deficit of $57,105,197 at September
30, 2024 compared to $56,179,336 at March 31, 2024.
Management estimates that these funds will not
be sufficient to provide the Company with the financial resources to carry out currently planned exploration and operations through the
next twelve months. Therefore, the Company will need to seek additional sources of financing to meet all exploration expenditures for
its property commitments as well its ongoing operations. While the Company was successful in obtaining its most recent financing, there
is no assurance that it will be able to obtain adequate financing in the future or that such financing will be on terms acceptable to
the Company. These material uncertainties may cast significant doubt upon the Company’s ability to continue as a going concern.
Outstanding Share Data as at the date of this
MD&A
Authorized:
an unlimited number of common
shares without par value. | |
| Common
shares issued
and outstanding | | |
| Share purchase warrants | | |
| Stock options | | |
| Restricted
Share Units
| |
Outstanding
at September 30, 2024 | |
| 52,585,286 | | |
| 927,778 | | |
| 4,760,526 | | |
| 2,000,000 | |
Shares
issued pursuant to a private placement | |
| 8,750,000 | | |
| - | | |
| - | | |
| - | |
Outstanding
at the date of this MD&A | |
| 61,335,286 | | |
| 927,778 | | |
| 4,760,526 | | |
| 2,000,000 | |
| 1.6 | OFF STATEMENT OF FINANCIAL POSITION ARRANGEMENTS |
At September
30, 2024, the Company had no off-balance sheet arrangement such as guarantee contracts, contingent interest in assets transferred to an
entity, derivative instruments obligations or any obligations that trigger financing, liquidity, market, or credit risk to the Company.
| 1.7 | TRANSACTIONS
WITH RELATED PARTIES |
Remuneration of directors and key management
personnel of the Company was as follows for the six-month period ended September 30, 2024, and 2023:
| |
| For the three months ended September 30,
| | |
| For
the six months ended September 30,
| |
| |
| 2024 | | |
| 2023 | | |
| 2024 | | |
| 2023 | |
Consulting fees charged by directors of the Company | |
$ | 2,400 | | |
$ | 10,000 | | |
$ | 5,600 | | |
$ | 10,000 | |
Exploration consulting fees charged by directors | |
| - | | |
| 4,500 | | |
| - | | |
| 9,500 | |
Salaries, fees and benefits | |
| 71,550 | | |
| 50,000 | | |
| 136,950 | | |
| 100,000 | |
Share-based payments | |
| - | | |
| 246,750 | | |
| 177,788 | | |
| 1,368,843 | |
FE
Battery Metals Corp.
Management’s
Discussion & Analysis
For the six months ended September 30, 2024 |
Related party balances as at September 30, 2024
and March 31, 2024 were as follows:
| |
| September 30,
2024 | | |
| March 31, 2024 | |
Amounts due to Directors and Officers of the Company | |
$ | 101,243 | | |
$ | 171,294 | |
Amounts due to companies controlled by directors and officers | |
| 96,700 | | |
| 83,575 | |
| |
$ | 197,943 | | |
$ | 254,869 | |
| 1.8 | CRITICAL ACCOUNTING ESTIMATES AND JUDGMENTS |
The preparation of financial statements requires
management to use judgment in applying its accounting policies and estimates and assumptions about the future. Estimates and other judgments
are continuously evaluated and are based on management’s experience and other factors, including expectations about future events
that are believed to be reasonable under the circumstances. There have been no significant changes to the Company’s critical accounting
estimates for the three-month period ended September 30, 2024, from those disclosed in Note 3 of the Financial Report.
| 1.9 | CHANGES IN ACCOUNTING POLICIES |
The Company prepares its financial statements
using accounting policies consistent with International Financial Reporting Standards (“IFRS”) as issued by the International
Accounting Standards Board (“IASB”).
The accounting policies and methods of application
applied by the Company in these financial statements are the same as those applied in the Company’s most recent annual financial
statements for the year ended March 31, 2024, except for those policies which have changed as a result of the adoption of new and amended
IFRS pronouncements effective April 1, 2024.
New, Amended and Future IFRS Pronouncements
More detail on these new, amended, and future
IFRS pronouncements are provided in Note 2 of the Company’s Financial Report.
| 1.10 | FINANCIAL INSTRUMENTS AND OTHER INSTRUMENTS |
Fair Value
IFRS 7 establishes a fair value hierarchy that
prioritizes the input to valuation techniques used to measure fair value as follows:
Level 1 – Unadjusted quoted prices in active
markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.
Level 2 – Quoted prices in markets that
are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability;
and
Level 3 – Prices or valuation techniques
that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).
FE
Battery Metals Corp.
Management’s
Discussion & Analysis
For the six months ended September 30, 2024 |
The following provides the valuation method of
the Company’s financial instruments as at September 30, 2024 and March 31, 2024:
| |
| | | |
| September 30,
2024 | | |
| March 31, 2024 | |
Cash | |
| 1 | | |
$ | 1,730,199 | | |
$ | 1,704,908 | |
Reclamation deposits | |
| 1 | | |
| 11,000 | | |
| 11,000 | |
Market securities | |
| 1 | | |
| 218,159 | | |
| 187,425 | |
Financial Liabilities | |
| 1 | | |
| 494,233 | | |
| 491,452 | |
Financial Risk Management
The Company’s activities expose it to a
variety of financial risks including credit risk, liquidity risk and market risk.
Liquidity Risk
Liquidity risk is the risk that an entity will
encounter difficulty in raising funds to meet commitments associated with financial instruments. The Company attempts to manage liquidity
risk by maintaining a sufficient cash balance. As at September 30, 2024, the Company had cash of $1,730,199 to settle current liabilities
of $494,233. Further information relating to liquidity risk is disclosed in Note 1.
Interest Rate Risk
The Company has no significant exposure at September
30, 2024, to interest rate risk through its financial instruments.
Credit Risk
Credit risk is the risk that one party to a financial
instrument will fail to discharge an obligation and cause the other party to incur a financial loss. Financial instruments that potentially
subject the Company to credit risk consist of cash, short-term investment, reclamation bonds and amounts receivable. The carrying amount
of financial assets recorded in the consolidated financial statements, net of any allowances for losses, represents the maximum exposure
to credit risk.
The Company deposits its cash with a high credit
quality major Canadian financial institution as determined by ratings agencies. The Company does not invest in asset-backed deposits or
investments and does not expect any credit losses. To reduce credit risk, the Company regularly reviews the collectability of its amounts
receivable and establishes an allowance based on its best estimate of potentially uncollectible amounts. The Company historically has
not had difficulty collecting its amounts receivable.
Currency Risk
The Company has no significant exposure at September
30, 2024, to currency risk through its financial instruments.
FE
Battery Metals Corp.
Management’s
Discussion & Analysis
For the six months ended September 30, 2024 |
Financial assets and financial liabilities that
bear interest at fixed rates are subject to fair value interest rate risk. In respect of financial assets, the Company’s policy
is to invest cash at floating rates of interest in order to maintain liquidity while achieving a satisfactory return. Fluctuations in
interest rates impact the amount of return the Company may realize but interest rate risk is not significant to the Company.
There were no transfers from levels or change
in the fair value measurements of financial instruments for the six-months ended September 30, 2024, compared to the year ended and March
31, 2024.
Management of capital
The Company primarily considers shareholders’
equity in the management of its capital. The Company manages its capital structure and makes adjustments to it, based on funds available
to the Company, in order to support exploration and development of mineral properties. The Board of Directors has not established quantitative
capital structure criteria management but will review on a regular basis the capital structure of the Company to ensure its appropriateness
to the stage of development of the business.
The Company’s objectives when managing capital
are:
| ● | To
maintain and safeguard its accumulated capital in order to provide an adequate return to
shareholders by maintaining sufficient level of funds, to support continued evaluation and
maintenance of the Company’s existing properties, and to acquire, explore and develop
other precious metals, base metals, and industrial mineral deposits; |
| ● | To
invest cash on hand in highly liquid and highly rated financial instruments with high credit
quality issuers, thereby minimizing the risk and loss of principal; and |
| ● | To
obtain the necessary financing if and when it is required. |
The properties in which the Company currently
holds an interest are in the exploration stage and the Company is dependent on external financing to explore and take the project to development.
In order to carry out planned exploration and development and pay for administrative costs, the Company will spend its existing working
capital and attempt to raise additional amounts as needed.
Management reviews its capital management approach
on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable.
In order to facilitate the management of capital
and development of its mineral properties, the Company’s management informs the Board of Directors as to the quantum of expenditures
for review and approval prior to commencement of work. In addition, the Company may issue new equity, incur additional debt, enter into
joint venture agreements, or dispose of certain assets. When applicable, the Company’s investment policy is to hold cash in interest
bearing accounts at high credit quality financial institutions to maximize liquidity. In order to maximize ongoing development efforts,
the Company does not pay dividends. The Company expects to continue to raise funds, from time to time, to continue meeting its capital
management objectives.
FE
Battery Metals Corp.
Management’s
Discussion & Analysis
For the six months ended September 30, 2024 |
There were no changes in the Company’s approach
to capital management during the period ended September 30, 2024, compared to the year ended to March 31, 2024. The Company is not subject
to externally imposed capital requirements. Further information relating to management of capital is disclosed in Note 1 of the Financial
Report.
| 1.11 | RISKS AND UNCERTAINTIES |
An investment in the securities of the Company
is highly speculative and involves numerous and significant risks. Only investors whose financial resources are sufficient to enable them
to assume such risks and who have no need for immediate liquidity in their investment should undertake such investment. Prospective investors
should carefully consider the risk factors that have affected, and which in the future are reasonably expected to affect, the Company
and its financial position.
The Company’s financial condition, results
of operations and businesses are subject to certain risks, certain of which are described below (and elsewhere in this MD&A):
Property risk
None of the Company’s Canadian projects have reserves
or demonstrated economic viability and there is no assurance that an economic or minable deposit will be found. If the Company acquires
additional mineral properties, any material adverse development affecting the new mineral properties could also have a material adverse
effect on the financial condition and results of operations.
Additional Funding Requirements
The Company is reliant upon additional equity
financing in order to continue its business and operations, as it is in the business of mineral exploration and at present does not derive
any income from its mineral assets. There is no guarantee that future sources of funding will be available to the Company. If the Company
is not able to raise additional equity funding in the future, it will be unable to carry out its business.
Mineral Exploration
Mineral exploration involves a high degree of
risk. Few properties that are explored are brought to production. Unusual or unexpected geological formations, formation pressures, structural
weaknesses, fires, power outages, labour disruptions, flooding, explosions, tailings impoundment failures, cave-ins, landslides, and the
inability to obtain adequate machinery, equipment or labour are some of the risks involved in mineral exploration and exploitation activities.
The Company has relied on and will continue to rely on consultants and others for mineral exploration and exploitation expertise. Substantial
expenditures are required to establish mineral reserves and resources through drilling. There can be no assurance that the funds required
will be obtained on a timely basis or at all. The economics of exploiting mineral reserves and resources discovered by the Company are
affected by many factors, many of which are outside the control of the Company, including the cost of operations, variations in the grade
recovered, price fluctuations in the metal markets, costs of processing and other equipment, and other factors such as government regulations,
including regulations relating to royalties, allowable production, importing and exporting of minerals and environmental protection. There
can be no assurance that the Company’s mineral exploration and exploitation activities will be successful.
FE
Battery Metals Corp.
Management’s
Discussion & Analysis
For the six months ended September 30, 2024 |
Commodity Price Volatility
The price of various commodities that the Company
is exploring for can fluctuate significantly and is beyond the Company’s control. The Company is specifically concerned with the
prices of precious and base metals. While the Company would benefit from an increase in the value of precious and base metals, a decrease
in the value of precious and base metals and other minerals could also adversely affect it.
Title to Mineral Properties
Acquisition of title to mineral properties is
a very detailed and time-consuming process. Title to, and the area of, mineral properties may be disputed or impugned. Although the Company
has investigated its title to the mineral properties for which it holds an option or concessions or mineral leases or licences, there
can be no assurance that the Company has valid title to such mineral properties or that its title thereto will not be challenged or impugned.
For example, mineral properties sometimes contain claims or transfer histories that examiners cannot verify; and transfers under foreign
law often are complex. The Company does not carry title insurance with respect to its mineral properties. A successful claim that the
Company does not have title to a mineral property could cause the Company to lose its rights to explore, develop and mine that property,
perhaps without compensation for its prior expenditures relating to the property.
Country Risk
The Company could be at risk regarding any political
developments in the country in which it operates.
Uninsurable Risks
Mineral exploration activities involve numerous
risks, including unexpected or unusual geological operating conditions, formation weaknesses, hydrogeological conditions, rock bursts,
cave-ins, fires, floods, earthquakes and other environmental occurrences and political and social instability. It is not always possible
to obtain insurance against all such risks and the Company may decide not to insure against certain risks as a result of high premiums
or other reasons. Should such liabilities arise, they could negatively affect the Company’s profitability and financial position
and the value of its common shares.
Environmental Regulation and Liability
The Company’s activities are subject to
laws and regulations controlling not only mineral exploration and exploitation activities but also the possible effects of such activities
upon the environment. Environmental legislation may change and make mining uneconomic or result in significant environmental or reclamation
costs. Environmental legislation provides for restrictions and prohibitions and a breach of environmental legislation may result in the
imposition of fines and penalties or the suspension or closure of operations. In addition, certain types of operations require the submission
of environmental impact statements and approval thereof by government authorities. Environmental legislation is evolving in a manner that
may mean stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments
of proposed projects and a heightened degree of responsibility for companies and their directors, officers, and employees. Permits from
a variety of regulatory authorities are required for many aspects of mineral exploitation activities, including closure and reclamation.
Future
FE
Battery Metals Corp.
Management’s
Discussion & Analysis
For the six months ended September 30, 2024 |
environmental legislation could cause additional expense, capital expenditures, restrictions, liabilities, and delays in the development
of the Company’s properties, the extent of which cannot be predicted. In the context of environmental permits, including the approval
of closure and reclamation plans, the Company must comply with standards and laws and regulations that may entail costs and delays, depending
on the nature of the activity to be permitted and how stringently the regulations are implemented by the permitting authority. The Company
does not maintain environmental liability insurance.
Regulations and Permits
The Company’s activities are subject to
a wide variety of laws and regulations governing health and worker safety, employment standards, waste disposal, protection of the environment,
protection of historic and archaeological sites, mine development and protection of endangered and protected species and other matters.
The Company is required to have a wide variety of permits from governmental and regulatory authorities to carry out its activities. Changes
in these laws and regulations or changes in their enforcement or interpretation could result in changes in legal requirements or in the
terms of the Company’s permits that could have a significant adverse impact on the Company’s existing or future operations
or projects. Obtaining permits can be a complex, time-consuming process. There can be no assurance that the Company will be able to obtain
the necessary permits on acceptable terms, in a timely manner or at all. The costs and delays associated with obtaining permits and complying
with these permits and applicable laws and regulations could stop or materially delay or restrict the Company from continuing or proceeding
with existing or future operations or projects. Any failure to comply with permits and applicable laws and regulations, even if inadvertent,
could result in the interruption or closure of operations or material fines, penalties, or other liabilities.
Potential Dilution
The issue of common shares of the Company upon
the exercise of the options and warrants will dilute the ownership interest of the Company’s current shareholders. The Company may
also issue additional options and warrants or additional common shares from time to time in the future. If it does so, the ownership interest
of the Company’s then current shareholders could also be diluted.
| 1.12 | OTHER MD&A INFORMATION |
ADDITIONAL DISCLOSURE FOR VENTURE ISSUERS WITHOUT SIGNIFICANT REVENUE
The components of exploration costs are described
in Note 6 of the Financial Report.
INTERNAL CONTROLS OVER FINANCIAL REPORTING
Management has established processes to provide
them sufficient knowledge to support representations that they have exercised reasonable diligence that (i) the consolidated financial
statements do not contain any untrue statement of material fact or omit to state a material fact required to be stated or that is necessary
to make a statement not misleading in light of the circumstances under which it is made, as of the date of and for the periods presented
by the consolidated financial statements, and (ii) the consolidated financial statements fairly present in all
FE
Battery Metals Corp.
Management’s
Discussion & Analysis
For the six months ended September 30, 2024 |
material respects the financial
condition, results of operations and cash flow of the Company, as of the date of and for the periods presented.
There was no change in the Company’s internal
controls over financial reporting (“ICFR”) that occurred during the period ended September 30, 2024, and which materially
affected, or is reasonably likely to materially affect, the Company’s ICFR.
APPROVAL
The Board of Directors of FE Battery has approved
the disclosure contained in this MD&A. A copy of this MD&A will be provided to anyone who requests it and can be located, along
with additional information, on the SEDAR website at www.sedarplus.ca.
FORWARD LOOKING STATEMENTS
Certain statements in this MD&A, other than
statements of historical fact, constitute “forward-looking information” within the meaning of Canadian securities legislation,
and the United States Private Securities Litigation Reform Act of 1995. “Forward-looking information” includes, but is not
limited to, statements with respect to potential mineralization and geological merits of the Company’s exploration projects the Company’s
future plans, exploration and drilling programs, objectives, business strategy, budgets, projected costs, financial results, expected
cash runway and liquidity, and requirements for additional capital. In certain cases, forward-looking information can be identified by
the use of words such as “plans”, “expects”, “contemplates”, “budget”, “possible”,
“scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “believes”,
or variations of such words and phrases, or state that certain actions, events or results “may”, “could”, “would”,
“might” or “will be taken”, “occur” or “be achieved”.
Forward-looking information is based on assumptions
regarding future events and other matters and involves known and unknown risks, uncertainties and other factors which may cause the actual
results, performance, or achievements of the Company to be materially different from any future results, performance or achievements expressed
or implied by the forward-looking information. Assumptions on which forward-looking information in this MD&A is based include the
assumption that strategic alternatives are available to the Company, the assumption the Company will continue as a going concern and will
continue to be able to access the capital required to advance its projects and continue operations. Risks and uncertainties include, among
others: inherent risks involved in the exploration and development of mineral properties; uncertainties involved in interpreting drill
results and other exploration data; potential for delays in exploration activities; geology, grade and continuity of mineral deposits;
possibility that future exploration results may not be consistent with the Company’s current expectations; reduction in future prices
of precious metals; currency fluctuations; accidents, labor disputes and other risks associated with the mining industry; delays in obtaining
governmental approvals; uncertainties relating to the availability and costs of financing required in the future; events adversely affecting
the cash resources and estimated cash availability; and competition and loss of key employees. Other risks and uncertainties are discussed
throughout this MD&A and, in particular, in the section below entitled “Risks and Uncertainties”.
FE
Battery Metals Corp.
Management’s
Discussion & Analysis
For the six months ended September 30, 2024 |
In making the statements in this MD&A containing
forward-looking information, the Company has applied several material assumptions, including but not limited to, assumptions regarding
the ability of the Company to obtain, on reasonable terms, the necessary financing to complete the exploration and development of its
property interests, as well as the future profitable production or proceeds from the disposition of the Company’s exploration and evaluation
assets.
Although the Company has attempted to identify
important factors that could cause actual actions, events, or results to differ materially from those described in forward-looking information,
there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance
that forward-looking information will prove to be accurate, and actual results and future events could differ materially from those anticipated
in such statements.
The Company disclaims any intention or obligation
to update or revise the forward-looking information in this MD&A, whether as a result of new information, events or otherwise, except
as required by applicable securities legislation. Accordingly, readers are cautioned not to put undue reliance on forward-looking information.
Exhibit 99.3
Form 52-109FV2
Certification of Interim Filings - venture issuer basic certificate
I, Gurminder Sangha, acting as Chief Executive Officer of FE Battery Metals Corp., certify the following:
1. |
Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of FE Battery Metals Corp. (the “issuer”) for the interim period ended September 30, 2024. |
|
|
2. |
No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings. |
|
|
3. |
Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial statements together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings. |
Date: November 29, 2024
/s/ Gurminder Sangha
Gurminder Sangha
Chief Executive Officer
|
|
NOTE TO READER |
|
In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of |
|
i) |
controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and |
|
|
ii) |
a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP. |
|
The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost-effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation. |
|
Exhibit 99.4
Form 52-109FV2
Certification of Interim Filings - venture issuer basic certificate
I, Jurgen Wolf, acting as Chief Financial Officer of FE Battery Metals Corp., certify the following:
1. |
Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of FE Battery Metals Corp., (the “issuer”) for the interim period ended September 30, 2024. |
|
|
2. |
No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings. |
|
|
3. |
Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial statements together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings. |
Date: November 29, 2024
/s/ Jurgen Wolf
Jurgen Wolf
Chief Financial Officer
|
|
NOTE TO READER |
|
In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of |
|
|
i) |
controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and |
|
|
ii) |
a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP. |
|
The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation. |
|
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